Item 1. Business.
Our History and Business
We formed TransAct Energy Corp. as a Nevada corporation on March 15, 2006. 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 did 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 and moved away from this focus.
In 2008, the Company was introduced to Dr. Mory Ghomshei one of the world’s leading geothermal experts and two of his geothermal power projects in British Columbia, Canada. We worked with independent companies Aqua Terra Power and Aqua Terra Geothermal through the balance of 2009 on the two geothermal power projects in British Columbia. Other than lending Aqua Terra funds no formal arrangement was entered pending them securing drill permits on the two projects.
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 has received drilling permits. We entered discussions with this entity in the latter half of 2011 to form a Farm-in relationship. We have put these discussions on hold pending the completion of our first waste optimization plant although we are maintaining dialogue with Dr. Ghomshei as it relates to utilizing Geothermal in the plants themselves.
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 in addition. After discussions with the Republic of Iraq regarding geothermal opportunities in Northern Iraq, the Company, together with Spectrum Energy Project Investments (a UAE power company), submitted applications to the Basra 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 through Spectrum was shortlisted. We were unsuccessful in completing our acquisition of 50% of Spectrum and the initial offering lapsed.
On August 31, 2009, TransAct Energy 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 the four (4) geothermal licenses 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.”
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 one major project in South East Asia in 2011. The 2011 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 a Waste Optimization division. We completed a Business Plan for this division and entered a Joint Development Agreement with the owners of a small scale, proprietary, zero emissions waste optimization plant (“ZEWOP”) that had been operating a 20 tonne per day plant for two years. We reconnected with clients in India and Brazil for future waste optimization opportunities. From the second quarter, through to the end of 2012 we worked to raise the necessary funds to build a municipal scale plant (500 tonnes per day) in Scotland.
2013 continued as a building year for both the company and its Waste Optimization division. We completed the acquisition of the ZEWOP technology from the Scottish Inventor and brought him on as a long-term member of our team. We successfully negotiated a relationship with the international firm Fichtner Consulting Engineers to complete the certification of our plants going forward. We identified suppliers of waste for the proposed United Kingdom plants, initiated the relationships for the uptake of the Natural Gas and Electricity in the United Kingdom and tentatively sourced the capital required for the first plant in the United Kingdom. Globally we negotiated the intent to build a plant in Mexico that includes the required equity and waste. In Brazil, we initiated a relationship to create a green energy fund in order to grow both the market in Brazil and the other strategic areas of South America. Initial talks have taken place with potential development partners for a few of the major Brazil markets pending the success of the Mexico plant.
Throughout 2014 TransAct worked to finalize the engineering review and agreements necessary to develop the first Zero Emissions Waste Optimization Plants TM (Z.E.W.O.P. TM) in Puebla, Mexico. The plant under design is capable of processing 1320 metric tons per day of Municipal Solid Waste (“MSW”) and is estimated to cost approximately three hundred million dollars. In late November Fichtner Consulting Engineers reported they believed the Z.E.W.O.P. TM could process the MSW 100% into useable products without emissions. The Fichtner report provided TransAct the opportunity to submit the Waste Supply Agreement to the Municipality of Puebla, prepare off-take agreements for interested buyers of the Z.E.W.O.P. TM products and formalize the share purchase agreement with the Puebla Waste Consortium (“PWC”). PWC intended on providing 30% of the capital required to build the Z.E.W.O.P. TM, while TransAct negotiates third party lenders for the remaining 70% of the cost through debt instruments.
The Company delivered the results of the Fichtner Report to the Puebla City Staff in December of 2014. The cost of the plant was more than originally discussed because it included garbage pre-processing and their waste contained more water. This affected the required equity and although it was never stated appears to be cause of the PWC hesitation. We also found out subsequently there was legal wrangling and back room negotiations between the existing MSW concession holders and the municipal/state government, affecting their ability to sign with us. After 6 months with no movement forward for the MSW feedstock from the City of Puebla, Management set out in 2015 to secure an alternate source of MSW. After reviewing and discussing several alternative municipalities we are now negotiating the details of an MSW supply agreement. The agreement we had with the Puebla Waste Consortium is terminated however the sales efforts were all to National/International companies whose interest in our products will not change with a change in location. The one hundred-million-dollar equity for the plant in Puebla disappeared with the termination of the consortium contract. An alternative source of the plant equity is being sought during 2015/16 with a variety of investors coming forward during this period. As soon as we finalize the feed-stock and sales contracts we will seek to formalize the required equity.
Because of the specialized nature of many of the Z.E.W.O.P. TM components, we initiated some of the equipment procurement; thus, we entered a design/supply agreement for our proprietary reactors with a specialized engineering firm.
2014 saw the Company form subsidiary corporations in Ireland and Mexico. In Ireland we established the wholly owned subsidiary “TransAct Energy Global Ltd”, this company will in turn wholly own each national subsidiary. The first national subsidiary of TransAct Global is “TransAct Energy Mexico S.DE R.L. DE C.V.” which will own a majority shareholding of each holding company that owns a Z.E.W.O.P. TM like the Mexican corporation “Puebla ZEWOP 1, S. DE R.L. DE C.V.”.
At the beginning of 2015 we focused on finalizing the sale of the anticipated Z.E.W.O.P. TM products. These efforts included getting signed letters of intent from qualified buyers and preparing formal legal agreements for the same. We now have letters of intent from multiple qualified buyers for all the expected product and agreements ready to be signed subject to finalizing our feed-stock agreement (Waste Supply Agreement) for the first plant.
In summary 2015’s efforts focused on completing the due-diligence for the Mexican candidate feed-stocks including matching equity partners and buyers of the resulting products. To that end we now have several feed-stock agreements to negotiate through to a final agreement or dismiss depending on the outcome of the negotiations. The potential equity partners have been identified subject to finalizing the feed-stock agreement and pre-sales of the future products. The clients that signed letters of intent for the products have also been briefed on the potential feed-stock cities to re-confirm their commitment. Every effort was made during the year to keep the candidate banks for debt financing informed of our progress and they appear to be continuing with their support.
2016 we focused on finalizing contracts for the required MSW feed-stock. The results were a signed memorandum of understanding (MOU) with a private contractor in Mexico City and a municipality outside of Asuncion, Paraguay; a letter of invitation from the Republic of Panama; and a formal proposal to a municipality in the State of Jalisco, Mexico now awaiting the formal request for proposal coming in 2017. The Mexico City MOU, was followed in December 2016 with a Waste Supply Agreement. Each opportunity will satisfy our need for thirteen-hundred and twenty metric tons per day of MSW feed-stock per Z.E.W.O.P. TM.
Business Strategy
TransAct Energy Corp. has elected to focus entirely on the global development and dissemination of its zero emissions waste optimization plants (Z.E.W.O.P. TM). The Z.E.W.O.P. TM makes ecological, economic, cultural, and social sense. Becoming an engine that supports the circular economy in any community it enters, sustainably. Municipalities can now be paid instead of paying to manage their MSW. In the process TransAct is able to incorporate many of the energy technologies it has worked on including, geothermal and solar.
Our near-term strategy going forward is too exploit the work and relationships that have been established in Mexico. Despite the delays and setbacks of Puebla our efforts will continue throughout 2017 to finalize the Waste Supply Agreement in a large Mexican market, signing off on 75-80% of our product sales under off-take agreements and initiating the engineering review of our selected site for the plant in Mexico. These agreements completed should lead to the financing commitment we have been seeking for the $200 Million (+/-) debt portion of the first Z.E.W.O.P.TM. In 2016 we should be able to complete the Z.E.W.O.P. TM building/plant design and initiate the permit/permission application process. Simultaneously we intend to work through an EPC contract and its related subcontracts. TransAct hopes to establish manufacturing of our proprietary reactors in Mexico to supply the demand for both Mexico South America, Central America, Canada and the USA. Subject to our funding draw down schedule and the permit/permission process we intend on site preparation and initial construction of the Z.E.W.O.P. TM buildings in the latter part of 2017. Provided all equipment manufacturers can supply their components we intend on assembling the plant and commissioning the same in 2018.
Once TransAct is confident the development of the first Z.E.W.O.P.TM is well underway it will proceed with the scheduling and planning of additional plants. This will include another plant in Mexico, our first European Z.E.W.O.P. TM. South America, including Paraguay, Brazil and Argentina have generated multiple opportunities for Z.E.W.O.P. TM including the capital required to develop these opportunities. We intend on continuing to work these opportunities to secure a foothold in these markets.
Z.E.W.O.P. TM can demonstrate to Mexico and the World a municipal scale solution to managing waste without emissions and land filling. Although we have been approached to build in the other North American cities we feel the market is best approached when the first Z.E.W.O.P. TM is fully operational to garner government agency support. This will insure a smoother entry into the other North American markets, once we break ground we will make sure major municipalities throughout the US and Canada are aware of our process so we get on the technology review lists.
Besides finding capital for individual projects, until the first revenues from operations come in, our corporate operations will continue to be funded by raising money through private placements or public offerings. We anticipate bringing on an expanded management team to oversee our operational growth throughout this year and plan to raise additional capital as required. The first $4 Million of this budgeted capital should come in after the signing of the Waste Supply Agreement in 2017.
For the balance of the 2017 year the Company’s focus is to:
1.)
Secure working capital for the Company significant enough to maintain accounts payable as current and fund day to day corporate costs through to cash-flow from first operations, including expansion of corporate management team in order facilitate global dissemination of Z.E.W.O.P. TM;
2.)
Complete the development of the Z.E.W.O.P. TM in Mexico as follows;
a.
Finalize Waste Supply and Product Purchase Agreements;
b.
Secure all required permits and permissions;
c.
Finalize debt portion of plant cost;
d.
Complete EPC contracts and supplier agreements;
e.
Initiate site development, construction, and assembly of plant.
3.)
Initiate second Mexico Z.E.W.O.P. TM contracts to launch development in 2018.
4.)
Enter waste supply contracts in Paraguay.
5.)
Continue with European market entrance towards end of 2017.
Markets and Customers
The markets for “waste optimization”, the complete processing of waste into useable products/commodities without emissions or land-filling are global. Countries around the world are adopting standards that will reduce green house gas emissions and are promoting better use of resources, ultimately seeking freedom from foreign petroleum. The TransAct Z.E.W.O.P. TM provides these markets with an emissions free solution utilizing their waste and turning it into products, including fuels that can be used in these domestic markets.
We currently have discussions and or contract negotiations with entities in Argentina, Brazil, Canada, China, Europe, Mexico and USA. Europe is the most advanced market with legislation in place targeting zero landfills, zero emissions within a few short years. The current Z.E.W.O.P. TM design for mass production has a plant size processing capacity of approximately 1320 tonnes per day of raw municipal solid waste (based on 2 Kgs per day per person, approximately 660,000 people in North America slightly less in Europe).
Our target service customers are corporations or municipalities with municipal solid waste, plastic, tires or medical waste as these are the most profitable waste streams. However we can process any carbon based waste stream including sewage and agricultural.
Our target Z.E.W.O.P. TM product customers are current manufacturers of fuels for airlines, shipping companies, bus companies, trucking companies or fuel retailers requiring direct blend green fuels to meet legislated targets. The EU 20/20 legislation started on January 1st of 2025, requires a 20% green fuel blend by 2020. It creates customers needing a green fuel that can blend with existing refined fuels. Any airplane or ship landing in the EU will need 15% of its fuel to be green starting 2015 we anticipate being able to use our fuels going forward in this capacity upon EU certification.
Our customers include friction product manufacturers (brake pads, clutch plates, sanding disks) and wood product manufacturers (plywood, particle board, OSB etc.) that utilize phenol resins in their manufacturing process. We target manufacturers of biodegradable plastics and pharmaceuticals for our Levoglucosan. Tire and rubber manufacturers, lithographers and printers requiring high quality carbon black are customers. Waxes for the cosmetic industry, paraffin waxes for a variety of other uses including candles, along with high grade lubricating oils are Z.E.W.O.P. TM products. We produce fertilizers for the agricultural industry, a brick mix for the construction industry, a variety of reclaimed metals, and purified (distilled) water. Acetic acid and furfural are manufactured for industrial chemical manufacturers. We have a diverse mix of products and potential customers.
Employees
At December 31, 2016, the Company has a combined CEO/CFO under contract with everyone else required by the company being fulfilled by consultants on a demand basis. Going forward we have pending agreements for a COO, SVP Business Development, SVP Operations South America, SVP Operations Mexico & Central America, SVP Operations Europe and a SVP Operations Canada/US.
As the company ramps up the Z.E.W.O.P. TM in Mexico it anticipates bringing on 50 employees in this subsidiary.
The Company did not experience any labour disputes or labour stoppages during the current fiscal year.
Principal Products
The Company’s principal products are carbon black, phenol resins and Levoglucosan making up approximately 70% of our proposed revenue. Waxes account for another 15% while fuels represent 6%.
Sources and Availability of Raw Materials
The raw material for the Z.E.W.O.P. TM is municipal solid waste (MSW) better known as trash or garbage. Garbage is readily available in every municipality on the planet with only a modest percentage committed to reprocessing, the majority is land-filled or incinerated. Alternatives to MSW include medical waste, agricultural waste, and carbon based industrial waste.
Seasonality of Business
Waste from human activities is generated 365 days a year with slight seasonal variations occurring in MSW. Our facilities are designed to run every day of the year.
Industry Practices/Needs for Working Capital
The Company is heavily involved in development operations; therefore high levels of working capital will be committed, either directly or indirectly to the construction efforts. After a Z.E.W.O.P. TM becomes commercially operational, the needs 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.
Dependence on Few Customers
The waste being supplied to each Z.E.W.O.P. TM comes from hundreds of thousands of residence of a city; however the contract is awarded by one customer, the city in question. Heavy dependency on one customer for the feedstock is mitigated by the form of agreement, long-term and guaranteed provided we stay operational.
Ultimately, the market for our products is vast; however, the numbers of entities that can physically, logistically and economically purchase the commodity in large quantities in our area of operations are limited. The Company’s primary revenues should originate from carbon black (30 %+) and phenol resin (27 %+) sales. Currently, the Company has interest in these products and others from three multi-national corporations. Again, the only mitigation from the risk of only a few customers is their credit-worthiness, a guaranteed long term contract, with no out, unless we do not perform.
We do have the alternative of building up a multitude of small order customers over time.
Competitive Conditions
The interest in the waste to energy sector has continued to grow as have the amounts of garbage. Every government on the planet is faced with these growing amounts of garbage and the mandate to use it as a resource rather than bury or burn it. The demand 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 waste.
Each product we produce is made by reprocessing waste making the resulting product “green” and cheaper. Our production process has no emissions or environmental impact compared to competitive products that come from crude oil and natural gas. Because our raw material is garbage we are not subjected to market fluctuations and can consistently maintain our cost of goods compared to our competitors. The finished products are produced at much lower costs than our competitors giving us a natural advantage going forward.
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 have settled for incineration with scrubbers that remove the pollutants to established levels. The new emission targets being established for waste going forward, limits the competition. TransAct’s Energy from Waste technology at present will be the only technology capable of meeting the future conditions of competition in this arena.
Availability of resources, upfront capital and customers willing to pay for the resulting products, determine the generation resource. In markets where they have resources but not expertise or upfront capital the field of competition opens up for those able to build, own, and operate the facility at a profit over the long-term.
The Company believes that the combination of the technologies emissions free status, low operating costs, ability to process all waste streams into useable products with full carbon capture and a low "full life" cost will allow it to successfully compete for long-term waste processing and green product supply agreements globally.
Factors that can influence the overall market for our products include some of the following:
·
number of market participants buying and selling green products including fuels;
·
environmental regulations that impact us and our competitors;
·
availability of production tax credits and other benefits allowed by tax law;
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relative ease or difficulty of developing and constructing new facilities; and
·
credit worthiness and risk associated with buyers.
Environmental Compliance
The TransAct Z.E.W.O.P. TM already meets the European Union Environmental Protection Agency emission free standards. The plants do not incinerate so there are no flue gases and no ash, all waste delivered to the plant is converted to useable products.
The incoming waste is maintained in-doors under cover, at three-day processing levels, to avoid any possible nuisance.
The storage systems for fuels produced on site pending shipment meet or exceed regional standards for safety and environmental impact.
All known environmental issues in Z.E.W.O.P. TM have been identified and solutions obtained that will mitigate these issues beyond established compliance.
Available Information
We will be making available in the near term, through our Internet website at http://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.
All material press releases are disseminated through a North America wide news wire service and published on our website and twitter feed (transactenergycorp@transactenergyc).
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 national or regional 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 industrial plant development and operation is subject to substantial regulation under governmental laws relating to the development, upgrading, marketing, pricing, taxation, and distribution of our products and other matters. Amendments to current laws and regulations governing development and operations of industrial 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 our industry generally, will not be changed in a manner which may adversely affect our progress and cause delays, inability to develop or abandonment of these interests.
Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of development and 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 development and operating activities.
The development and operations of our proposed projects are or will be subject to stringent federal, state, 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 development activities and operating programs on our proposed and future projects are or will be subject to extensive laws and regulations governing, development, production, imports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, plant safety, toxic substances and other matters. Power development and operations 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. 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.
TransAct will be required to obtain various government approvals for construction of future facilities.
For project development TransAct will hire consulting and engineering services for site development, design, air quality, cooling water reuse, permitting, environmental engineering and regulatory compliance.
Environmental Credits
As a future “green” product 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.
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 energy projects or energy 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 energy projects globally. As a young 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 may depend on our ability to establish that a particular energy technology is economically sustainable. Sustainable energy technology development and operations involve a high degree of risk. The execution of our business plan is generally, dependent upon the existence of economically usable resources. Expansion of the production of energy from our technology interests is not certain and depends on successful production in quantities and containing sufficient marketable energy economically for 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 energy projects. The Company also requires funds for other operating activities and to finance the growth of our business, including the construction and commissioning of sustainable 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 energy production, which may adversely affect our ability to expand our operations. When we identify an 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 financing 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 growth prospects and financial condition.
It is very costly to place plants into commercial production. Before the sale of any energy can occur, it will be necessary to construct a gathering and separating system, a plant a delivery system and considerable administrative costs would be incurred 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.
We may be unable to realize our strategy of utilizing the tax and other incentives available for developing sustainable 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 sustainable 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 energy 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 additional 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 plants in order to generate and sell 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;
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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
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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:
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failure of the acquired companies to achieve the results we expect;
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inability to retain key personnel of the acquired companies;
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risks associated with unanticipated events or liabilities; and
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the difficulty of establishing and maintaining uniform standards, controls, procedures and policies, including accounting controls and procedures.
If any of our acquired companies suffer 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, Rod Bartlett, our Director and COO Joe F. Dickson. 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 but does not hold key-man insurance on any of them.
The impact of governmental regulation could adversely affect our business by increasing costs for financing or development of energy 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 energy, and environmental and safety matters.
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.
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 via:
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leakage of fluids or airborne pollutants from gathering systems, pipelines, plant and storage tanks;
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damage resulting from accidents during normal operations; and
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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.
Industry competition may impede our growth and ability to enter into energy purchase agreements on terms favorable to us, or at all, which would negatively impact our revenue. The electrical power generation and fuel production industry 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 energy companies. Many of the participants produce and distribute 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 energy purchase agreements on terms favorable to us, or at all, it would negatively impact our revenue and our decisions regarding development of additional plants.
Actual costs of construction or operation of a plant may exceed estimates used in negotiation of purchase and financing agreements. If the actual costs of construction or operations exceed the model costs, the Company may not be able to build the contemplated 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 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 and development of 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.
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 Company 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.
Item 2.
Item 2. Properties.
Our principal mailing address is Suite 207 - 23705 IH 10 West, San Antonio, TX, 78257 United States. Our telephone number is 210-888-0785.
Item 3.
Item 3. Legal Proceedings.
Our Company is not a party to any bankruptcy, receivership or other legal proceeding.
Terra Energy Corp. who’s President Chris van Vliet was 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 Chris van Vliet was 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 understanding they have no ability 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. this 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 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.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
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 December 31st, 2016, there are 69 active shareholders of record holding 39,483,970 restricted shares of the Company’s common stock and 13,174,375 unrestricted shares eligible for trading of which 11,393,487 are considered active shares. The total issued and outstanding is 52,658,345 shares 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.
Item 6.
Item 6. Selected Financial Data.
Not Applicable.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
To leverage the waste optimization technology, the Company acquired in 2013 it needed to build the first municipal scale zero emissions waste optimization plant (Z.E.W.O.P. TM). The company spent the past three years working on the components required to develop the first municipal scale, Z.E.W.O.P. TM in, Mexico. These components included an irrevocable long term waste supply of 1320 tonnes per day of municipal solid waste, 30% of the equity required to build the plant approximately $100 Million USD, a financing for the balance of the plant-cost approximately $225 Million, an acceptable place to build the plant, a recognized engineering firm that could verify the plant could process the municipal waste 100% into useable products without emissions and presales of the products to credit worthy buyers.
To that end, we formed an initial share-purchase agreement on January 30, 2014 with the consortium from Puebla that was willing to provide the required equity and could assist in many of the other components. This group provided $300,000 to the Company as part of a deposit required under the agreement for a phase one engineering review to be completed by Fichtner Consulting Engineers. The review was completed at the end of November 2014 and stated the Z.E.W.O.P. TM would be capable of processing the contemplated 1320 tonnes of municipal solid waste 100 % into eighteen (18) useable products/commodities without emissions to land, air or water. The consortium failed to deliver on the rest of its obligations under the agreement and as such the agreement was formally terminated. The $300,000 has not been returned to the consortium or its members and at this point has been treated as part of a receivable attributed to our subsidiary Puebla Z.E.W.O.P. 1.
The review process required us to contract a specialty engineering firm that will design/build our proprietary reactors specific to the Z.E.W.O.P. TM in order to confirm the reactor inputs and outputs. The overall contract is estimated at five-hundred and twelve thousand dollars plus material and fabricating costs.
The company formed a wholly owned subsidiary “TransAct Global Limited” in Ireland and had it form a wholly owned subsidiary TransAct Mexico which in turn formed a subsidiary Puebla ZEWOP 1, which will hold the first Z.E.W.O.P.TM in Mexico.
The incorporations and the pre-development work are reflected on our balance sheet under current assets and other non-current assets. The engineering, accounting and legal works resulted in some additional accounts payable.
The working capital required throughout the year came through short-term notes all of which were converted to common stock of the Company. This capital is reflected on the balance sheet as common stock and capital in excess of par value.
Financing efforts for the Z.E.W.O.P.TM in, Mexico although progressing, did not result in material contracts and as such did not impact on our financial results. Market development efforts will not be material and reflected in our financial statements until bona fide’ agreements are monetized.
Plan of Operation
For the 2017 year the Company’s focus is to:
1.)
Secure working capital for the Company significant enough to maintain accounts payable as current and fund day to day corporate costs through to cash-flow from first operations, including expansion of corporate management team in order facilitate global dissemination of Z.E.W.O.P. TM;
2.)
Complete the development of the Z.E.W.O.P. TM in Mexico as follows;
a.
Finalize waste supply agreement, share purchase, Product Purchase Agreements;
b.
Secure all required permits and permissions;
c.
Finalize debt portion of plant cost;
d.
Complete EPC contracts and supplier agreements;
e.
Initiate site development, construction, and assembly of plant.
3.)
Initiate second Mexico Z.E.W.O.P. TM contracts to launch development in 2018.
4.)
Continue with other market entrance towards end of 2018.
Results of Operations
Period from January 1, 2016 to December 31, 2016
We generated no revenue from January 1, 2016 to December 31, 2016. For the year ended December 31, 2016 our general administrative expenses were $377,137. Currently our general administrative expenses consist primarily of management fees (84%) and travel (7%). During 2016 we recorded interest expense of $314,244 because of notes payable. Thus, we have reported a net loss of $691,381 for the period ended December 31, 2016. Our total net loss from inception on March 15, 2006 through December 31, 2016 was $(6,350,243).
Stock-Based Compensation Costs
Stock-based compensation represents 10.28% of the Company’s operating expenses for the fiscal year ended December 31, 2016. 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, 2016, we had total assets of $348,854. Our Current assets are $206,247. We have completely written down our software. Current liabilities at December 31, 2016 totaled $3,878,756 they consisted of accounts payable in the amount of $311,792, accrued interest of $1,791,739, compensation payable in the amount of $1,531,980, notes payable net in the amount of $243,245.
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.
The Company has relied on short term notes (12 months or less) with a conversion to common stock provision and offshore restricted stock sales to fund its corporate activities over the past year. This has resulted in more shareholders which creates the potential for greater liquidity going forward however it also provides greater dilution of individual holdings.
The Company has limited capability without significant assets or earnings to raise debt. The development of Z.E.W.O.P. TM the core business of the Company will rely on debt markets. To attract this capital, the Company will have to secure long term waste supply contracts and long term product sales contracts both from high credit worthy entities. The Company must agree to encumber the assets associated with each Z.E.W.O.P. TM and all net revenue until the debt is retired. This arrangement will restrict the Company’s ability to pay dividends to its shareholders.
Potential Acquisitions
There are no acquisitions contemplated over the next year. Going forward we may be required to acquire existing waste supply agreements in order to operate in some cities. We may also elect to acquire some of the technologies we intend on using in order to further protect the intellectual property of our Z.E.W.O.P. TM.
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 office facilities, support staff, supporting professionals (including our accountants, lawyers and auditors) 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 upcoming operating expenses to increase substantially as we transcend from development stage to operating stage and maybe as much as $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. 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 financing.
Off Balance Sheet Arrangements
As of December 31, 2016, the Company does not have any off balance sheet arrangements.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
See Financial Statements following the signature page of this report.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None
Item 9A.
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 well 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 in Internal 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, 2016, 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, 2016. 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, 2016, 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.
Item 9B. Other Information.
There are no further disclosures. All information that was required to be disclosed in 2016 has been disclosed.
PART III
Item 10.
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, and each has been elected for a 1 year term.
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.
Rod Bartlett. President, CEO and Director has over 40 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 30 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. COO, Director: Joseph Dickson was the Chief Operating Officer of Innovation Fuels, Inc. 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 Feb. 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 40 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 in the microelectronics and information technology industries. He has an undergraduate degree in chemistry and an MBA.
Tina VanderHeyden. Director: Tina VanderHeyden is a senior level executive with 32 years diverse funding and business development experience in both the public and private sectors. For the green technology sector, she recently completed funding and co-managed the installation of a major geothermal system and HVAC overhaul for a “Heritage” estate. In addition to her long term fundraising work in the education and cultural sectors, she spent several years leading research and funding for bio-tech and new technology start-ups including new business development for the Bedminster BioEnergy Technology; which uses recovered high quality Biomass to provide renewable energy.
Significant Employees Who Are Not Executive Officers
N/A
Family
There are no family relationships between the members of our board of directors. Janice Bartlett, director of TransAct Global is a cousin to Rod Bartlett.
Audit Committee and Audit Committee Financial Expert
To date, 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 Ethics We 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.
Item 11.
Item 11. Executive Compensation.
We have a formal compensation agreements with our Chief Executive Officer and had the same with our SVP Technology. 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 are reimbursed for their expenses related to Company service. Our active officers did receive compensation for the year ended December 31, 2016. The Directors were paid $7023.30 in restricted stock awards for the 2016 year on Dec 31, 2016.
SUMMARY COMPENSATION TABLE
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth as of December 31, 2016, the name and shareholdings of each person known to us that either directly or beneficially holds more than 5% of our 52,658,345 issued and outstanding shares of common stock, $.001 par value. The table also lists the name and shareholdings of each director and of all officers and directors as a group. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.
Name & Address
Title of Class
Number of Shares Beneficially Owned
% of Class
Roderick Bartlett(1)
Suite 207 - 23705 IH 10 West
San Antonio, TX, 78257
Common
10,646,741
20.22%
Jenny Chen
------------------------
Taipei, Taiwan
Common
3,373,331
6.41%
Tina VanderHeyden (1)
c/o Suite 207 - 23705 IH 10 West
San Antonio, TX, 78257
Common
511,580
0.97%
Joe F Dickson (1)
2345 Tucker Rd
New Woodstock, NY 13122
Common
1,001,923
1.90%
Des Biali (1)
126 Kahana Nui Rd
Lahaina, HI, USA 96761
Common
686,500
1.30%
Bruce Hutchon
Roxstone House, 24 Murrayfield Ave
Murryfield UK EH126AX
Common
3,617,254
6.87%
Linda Hutchon
Roxstone House, 24 Murrayfield Ave
Murryfield UK EH126AX
Common
1,300,000
2.47%
All directors and executive officers as a group:
(4 person)
Common
11,805,744
24.40%
(1)
Officer and/or director.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
We have received funds from our officers and directors to fund the Company’s activities. Currently we owe Mr. Rod Bartlett $3,871.47 (which includes interest) but does not include compensation. The Company lent Aqua Terra Power a company wholly owned by one of our previous shareholders, $263,520. Terra Energy, a company owned by one of our previous shareholders lent us $27,500.
Except for the foregoing, we have not been a party to any transaction, proposed transaction or series of transactions in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the Company's total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.
Except for the foregoing, none of the following parties has, since the date of incorporation of the Company, had any material interest, direct or indirect, in any transaction with the Company or in any presently proposed transaction that has or will materially affect us:
·
any of our directors or officers;
·
any person proposed as a nominee for election as a director;
·
any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or
·
any relative or spouse of any of the foregoing persons who has the same house as such person.
Item 14.
Item 14. Principal Accounting Fees and Services.
The fees for services billed by Pritchett, Siler & Hardy, P.C. to the Company in the last two fiscal years were as follows:
Twelve months
ended on
Twelve months
ended on
December 31,
December 31,
Audit Fees
$
$
Audit-Related Fees
$
$
Tax Fees
$
$
All Other Fees
$
$
Total Fees
$
$
Audit Fees. There were no fees charged in 2016 as no audit of our financial statements for our annual report on Form 10-K and the review of our quarterly financial statements for our quarterly reports on Form 10-Q that are customary under auditing standards generally accepted in the United States took place. There were no fees charged in 2015 as no professional services were rendered in connection with the audit of our financial statements for our annual report on Form 10-K nor did they do a review of our quarterly financial statements for our quarterly reports on Form 10-Q that are customary under auditing standards generally accepted in the United States.
Audit Committee Pre Approval Policies and Procedures
The Company does not have an audit committee and is in search of qualified candidates to form such committee. As a result, the Company does not have any pre-approval policies or procedures for audit or non-audit services.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) Index to Financial Statements and Financial Statement Schedules
The following un-audited financial statements are included on the pages indicated:
Balance Sheets as of December 31, 2016 and 2015
Statements of Operations for the years ended December 31, 2016 and 2015
Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2016 and 2015
Statements of Cash Flows for the years ended December 31, 2016 and 2015
Notes to Financial Statements
(b) Exhibits
Exhibit Number
Title
Location
Exhibit 3(i)
Articles of Incorporation
*
Exhibit 3(ii)
Bylaws
*
Exhibit 31
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Attached
Exhibit 31
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Attached
Exhibit 32
Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
Attached
Exhibit 32
Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
Attached
* Incorporated by reference. Filed as exhibit to S-1 filed October 28, 2008
**The Exhibit attached to this Form 10-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TRANSACT ENERGY CORP.
By: /s/ Roderick C. Bartlett
Chief Executive Officer, Corporate Secretary
February 3, 2017
Roderick C. Bartlett
By /s/ Roderick Bartlett
Chief Financial Officer,
February 3, 2017
Roderick Bartlett
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Roderick C. Bartlett
Director
February 3, 2017
Roderick C. Bartlett
By /s/ Tins VanderHeyden
Director
February 3, 2017
Tina VanderHeyden
By: /s/ Des Biali
Director
February 3, 2017
Des Biali
By: /s/ Joe F. Dickson
Joe F. Dickson
Director
February 3, 2017
TRANSACT ENERGY CORP.
[A Development Stage Company]
FINANCIAL STATEMENTS
DECEMBER 31, 2016
______________
(Unaudited - Prepared by Management)
TRANSACT ENERGY CORP.
[A Development Stage Company]
(Unaudited - Prepared by Management)
CONTENTS
PAGE
Balance Sheets, December 31, 2016 and 2015
Statements of Operations, for the years ended December 31, 2016 and 2015 and from inception on March 15, 2006 through December 31, 2016
Statement of Stockholders’ Equity (Deficit), from inception on March 15, 2006 through December 31, 2016
Statements of Cash Flows, for the years ended December 31, 2016 and 2015 and from inception on March 15, 2006 through December 31, 2016
Notes to Financial Statements
Issuance of 750,000 common shares on conversion of debt at $.013 per share
-
-
750,000
9,250
-
Beneficial conversion feature on notes payable
-
-
-
-
2,750
-
Net loss for the year ended December 31,2011
-
-
-
-
-
(1,545,762)
BALANCE, December 31, 2011
-
-
22,332,669
22,333
1,518,275
(2,912,477)
Issuance of 3,316,500 common shares valued at $0.035 per share in exchange for consulting services
-
-
3,316,500
3,317
116,078
-
Issuance of 275,000 common shares valued at $0.0182 per share for financing services
-
-
275,000
4,730
-
Issuance of 625,000 common shares valued at $0.05 per share for compensation services
-
-
625,000
24,375
-
Issuance of 119,783 common shares valued at $0.045 per share for compensation services
-
-
119,783
5,869
-
Beneficial conversion feature on notes payable
-
-
-
-
-
-
Net loss for the year ended December 31,2012
-
-
-
-
-
(929,603)
BALANCE, December 31, 2012
-
-
26,668,952
26,670
1,669,327
(3,842,080)
Issuance of 2,600,000 common shares valued at $.0502 per share for technology purchase agreement
-
-
2,600,000
2,600
127,920
-
Issuance of 500,000 common shares at a valued at $.0501 per share for compensation services
-
-
500,000
24,550
-
Cancellation of 250,000 common shares;125,000 shares valued at $.0501 and 125,000 shares valued at $.05 for compensation services
-
-
(250,000)
(250)
(11,013)
-
Issuance of 555,556 common shares at $.036 per share for conversion of note
-
-
555,556
19,444
-
Beneficial conversion feature on notes payable
-
-
-
-
-
-
Net loss for the year ended December 31,2013
-
-
-
-
-
(281,831)
BALANCE, December 31, 2013
-
-
30,074,508
30,075
1,830,228
(4,122,827)
Issuance of 475,080 common shares for compensation services at a value of $.041 per share.
-
-
475,080
19,003
-
Issuance of 14,210,235 common shares for $397,887 of compensation payable.
-
-
14,210,235
14,210
383,677
-
Issuance of 200,000 common shares for compensation services at a value of $.05 per share.
-
-
200,000
9,800
-
Issuance of 474,360 common shares pursuant to a convertible option of notes payable totaling $23,718 at $.05 per share.
-
-
474,360
23,244
-
Issuance of 221,778 common shares pursuant to a convertible option of notes payable totaling $9,980 at $.045 per share.
-
-
221,778
9,758
-
Issuance of 300,000 common shares pursuant to a convertible option of notes payable totaling $18,000 at $.06 per share.
-
-
300,000
17,700
-
Issuance of 665,750 common shares pursuant to a convertible option of notes payable totaling $39,975 at $.06 per share.
-
-
665,750
39,279
-
Issuance of 641,715 common shares pursuant to a convertible option of notes payable totaling $44,920 at $.07 per share.
-
-
641,715
44,278
-
Issuance of 229,750 common shares pursuant to an Offshore Securities Agreement totaling $50,545 @ $0.22 per share
-
-
229,750
50,315
-
Issuance of 233,921 common shares for compensation services totaling $33,333.68 at a value of $0.1425 per share
-
-
233,921
33,100
-
Issuance of 140,000 common shares for compensation services totaling $26,600 at a value of $0.19 per share
-
-
140,000
26,460
-
Beneficial conversion feature on notes payable
-
-
-
-
-
-
Net loss for the year ended December 31,2014
-
-
-
-
-
(827,041)
BALANCE, December 31, 2014
-
-
47,867,097
47,867
2,486,842
(4,942,202)
Issuance of 99,750 common shares pursuant to a convertible option of notes payable totaling $9,975 at $.10 per share.
-
-
99,750
9,875
-
Issuance of 83,417 common shares pursuant to a convertible option of notes payable totaling $10,010 at $.12 per share.
-
-
83,417
9,927
-
Issuance of 83,417 common shares pursuant to a convertible option of notes payable totaling $10,010 at $.12 per share.
-
-
83,417
9,927
-
Issuance of 66,667 common shares pursuant to a convertible option of notes payable totaling $7,000 at $.105 per share.
-
-
66,667
6,933
-
Issuance of 124,750 common shares pursuant to a convertible option of notes payable totaling $4,990 at $.04 per share.
-
-
124,750
4,940
-
Issuance of 147,725 common shares pursuant to a convertible option of notes payable totaling $5,909 at $.04 per share.
-
-
147,725
5,850
-
Issuance of 73,563 common shares pursuant to a convertible option of notes payable totaling $5,885 at $.08 per share.
-
-
73,563
5,811
-
Issuance of 536,000 common shares for compensation services totaling $27,336 at a value of $0.051 per share.
-
-
536,000
26,800
-
Beneficial conversion feature on notes payable
-
-
-
-
-
-
Net loss for the year ended December 31,2015
-
-
-
-
-
(716,660)
BALANCE, December 31, 2015
-
-
49,082,386
49,083
2,566,905
(5,658,862)
Issuance of 104,688 common shares pursuant to a convertible option of notes payable totaling $8,375 at a value of $.08 per share.
-
-
104,688
8,270
-
Issuance of 2,050,000 common shares pursuant to a convertible option of notes payable totaling $102,500 at a value of $.05 per share.
-
-
2,050,000
2,050
100,450
-
Issuance of 142,857 common shares pursuant to a convertible option of a note payable totaling $10,000 at a value of $.07per share.
-
-
142,857
9,857
-
Issuance of 305,522 common shares pursuant to a convertible option a of note payable totaling $19,975 at a value of $.06538 per share.
-
-
305,522
19,669
-
Issuance of 142,643 common shares pursuant to a convertible option of notes payable totaling $9,985 at a value of $.07 per share.
-
-
142,643
9,842
-
Issuance of 185,249 common shares pursuant to convertible option of notes payable totaling $14,819.95 at a value of $.08 per share.
-
-
185,249
14,635
-
Issuance of 645,000 common shares for compensation services totaling $38,700 at a value of $0.06 per share.
-
-
645,000
38,055
-
Beneficial conversion feature on notes payable
-
-
-
-
-
-
Net loss for the year ended December 31,2016
-
-
-
-
-
(691,381)
BALANCE, December 31, 2016
-
$
-
52,658,345
$
52,658
$
2,767,683
$
(6,350,243)
TRANSACT ENERGY CORP.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
DECEMBER 31, 2016
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - TransAct Energy Corp. (“the Company”) was organized under the laws of the State of Nevada on March 15, 2006. The Company is in the business of developing and managing zero emission waste optimization plants globally. The Company has generated nominal revenues and is considered a development stage company as defined in Accounting Standards Codification (“ASC”) Topic No. 915. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.
Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.
Software and related amortization - Software is recorded at cost and the Company provides for amortization using the straight line method over three years.
Income Taxes - The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes.”
The Company adopted the provisions of ASC Topic No. 740, “Accounting for Income Taxes”, on January 1, 2007. As a result of the implementation of ASC Topic No. 740, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax positions at December 31, 2016 and 2015 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2016 and 2015, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2016 and December 31, 2015. All tax years starting with 2008 are open for examination.
Loss Per Share - The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC Topic No. 260, “Earnings Per Share” [See Note 11].
Accounting Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management.
Recently Enacted Accounting Standards - In September 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.
Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2011-8 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
Investment in Leases - All costs such as bid fees and lease rental payments related to the acquisition of energy leases are deferred and amortized on a straight-line basis over the term of the lease (See Note 3).
Foreign Currency Translation - The Financial statements are presented in United States dollars. In accordance with ASC 830 “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at the exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rate of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operation.
Stock Offering Costs - Costs incurred in connection with stock offerings will be deferred and offset against the proceeds of the stock offering. Costs incurred in connection with unsuccessful offerings will be expensed.
Reclassification - Certain prior year amounts have been reclassified to conform with current year presentation.
NOTE 2 - LOANS RECEIVABLE - RELATED PARTY
The $12,000, $5,000, $7,000, $212,000 and $12,520 loans receivable from a company whose sole shareholder holds less than 10% in TransAct, are secured and were due on November 1, November 10, November 29, December 6 and December 6, 2010, respectively. The loans are secured by certain assets and equipment of the company and bear interest at rates between 15% and 18% per annum for the terms of the loans.
NOTE 2 - LOANS RECEIVABLE - RELATED PARTY (CONTINUED)
At June 30, 2011 and December 31, 2010 interest receivable was $50,954. These notes have not been granted an extension, are in default and management has formally demanded payment of the outstanding principal and interest and may pursue legal action if the cost of said action can be justified. At December 31, 2010 the Company recorded a total allowance of $299,475 charged to operations including principal of $248,521 and interest of $50,954.
NOTE 3 - SOFTWARE
NOTE 4 - NOTES PAYABLE
The $10,000 convertible promissory note payable to a company whose shareholders hold less than 10% in TransAct is unsecured, bears interest at 10% per annum and was due and payable on March 31, 2010. The payee had the option to convert the entire principal amount on or before April 29, 2009 into common shares of the Company based on a conversion rate of $.00345 per share. No interest was payable if the principal was converted to shares of the Company. The payee did not exercise its conversion option. The note is currently outstanding and in October 2010 the Company issued a check in the amount of $11,876 as payment in full of principal and interest which was returned un-cashed by the payee. The Company is currently in dispute regarding the expiration date of the conversion option in the agreement and the note remains in default. At December 31, 2016, accrued interest was $ 8,187.
The $17,500 promissory note payable to a company whose shareholders hold less than 10% in TransAct is unsecured, bears interest at 10% per annum and is due on demand. This note is currently in default. At December 31, 2016, accrued interest was $13,571.
The $25,000 convertible promissory note dated June 10, 2010 and $40,000 convertible promissory note dated October 5, 2010 bore interest at 8% per annum and were due and payable on March 11, 2011 and July 7, 2011, respectively. The holder had the option to convert the entire principal amount of each particular note on or before March 11, 2011 and July 7, 2011 into common shares of the Company based on a conversion rate of 60% of the market price being the average of the lowest three trading prices over the past ten days prior to the conversion. At no time, could the holder convert into an amount of shares which would result in the holder and its affiliates to beneficially own more than 4.99% of the outstanding shares of common stock. In February 2011 the holder elected to convert $12,000 of the June 10, 2010 note into 404,040 common shares of the Company which were issued. In February 2011 the terms of the June 10, 2010 and October 5, 2010 convertible promissory notes were amended by both parties to include a repayment option. Under this repayment option the borrower had the right to repay the balance of a note in cash equal to 150% of the outstanding principal and interest.
On February 24, 2011, the Company paid $22,000 including $9,000 of interest to repay the remaining $13,000 balance of the June 10, 2010 note. In addition, on April 21, 2011 the Company paid $61,600 including $21,600 of interest to repay the $40,000 note dated October 5, 2010. A beneficial conversion feature of $53,334 has been recorded as a discount to the notes with an offset to additional paid in capital. The discount was amortized over the life of the notes. The remaining unamortized discount has been expensed as interest since the note was repaid.
The $25,000 and $15,243.90 ($20,000 CAD) promissory notes payable dated April 22, 2011 and March 31, 2011 respectively are unsecured and bear interest at 60% per annum or $2,500 and $1,445 ($2,000 CAD) respectively whichever is greater. The notes are due on demand and may be prepaid in whole or part without penalty. Accrued interest was $ 137,702 at December 31, 2016.
The $ 3,811 ($5,000 CAD) promissory note payable dated September 12, 2011 is unsecured and bears interest at $ 361 up to September 16, 2011 and $ 36 per diem until all principal and interest is repaid. The note is due on demand and may be prepaid in whole or part without penalty. Accrued interest was $ 73,416 at December 31, 2016.
The $100,000 promissory note payable dated June 30, 2013 is unsecured and is non-interest bearing.
A $22,030 promissory note payable dated February 24, 2011 to a former officer (more than 1 year ago,) bears interest of $6,000 and was due on March 4, 2011. This note is accruing interest at $360 per day for every day after March 4, 2011 until the note is repaid in full. At December 31, 2016, accrued interest was $ 773,033.
A $46,660 promissory note payable dated April 22, 2011 to a former officer (more than 1 year ago) bears interest at 1% per diem. A beneficial conversion feature of $2,750 was recorded as a discount to the notes with the offset to Additional Paid in Capital. In May 2011 the holder of the note converted $10,000 of principal into 750,000 shares of common stock and the discount was expensed to interest. The remaining balance of $36,660 is due on demand. At December 31, 2016, accrued interest was $ 767,818.
A $3,000 convertible promissory note payable to a former officer (more than 1 year ago) is secured by certain assets and equipment of the Company and bore interest at 8% per annum through the due date in November 2010 and is currently in default and bearing interest at 60% the highest lawful rate. A beneficial conversion feature of $3,000 has been recorded as a discount to the note with an offset to additional paid in capital. The discount was fully amortized in 2010. At December 31, 2016, accrued interest was $12,197.
A $10,000 convertible note dated June 22, 2015 is unsecured and bears interest at 8% per annum. The note is due on May 11, 2016 unless converted to common stock in advance of that date. This note is currently in default. At December 31, 2016 accrued interest was $1,227.
The $100,000 convertible note payable to a company whose shareholders hold less than 10% in TransAct is unsecured, bears interest at 8% per annum and is due Dec 2, 2016. At June 6, 2016 accrued interest was $3945, the note was converted on June 6 and is considered paid in full see Note 6.
NOTE 5 - NOTES PAYABLE - RELATED PARTIES
Promissory notes were paid out up to and including the end of December 2015 to an officer and shareholder were secured by certain assets and equipment of the Company and bared interest at 8% and 10% per annum and were due on demand. All notes were paid including interest. At December 31, 2016, accrued and remaining interest was $0.
Accrued interest and late fees for the notes at December 31, 2016 and December 31, 2015 was $ 1,791,739 and $1,473,633 respectively.
NOTE 6 - CAPITAL STOCK
Preferred Stock - The Company has authorized 10,000,000 shares of preferred stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares are issued and outstanding at December 30, 2016.
Common Stock - The Company has authorized 100,000,000 shares of common stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors.
In December 2010 proceeds were received for 200,000 common shares at $.15 per share and 50,000 common shares at $.20 per share for a total of $ 40,000. These shares were issued in June 2011.
In January 2011 the Company issued 588,235 common shares at $.17 per share for total proceeds received of $100,000.
In February 2011 the Company issued 404,040 common shares pursuant to a convertible option of a note payable totaling $12,000 at $.0297 per share.
In June 2011 the Company issued 200,000 common shares for compensation services at a value of $.015 per share.
In June 2011 the Company issued 750,000 common shares pursuant to a convertible option of a note payable totaling $10,000 at $.013 per share.
In June 2011, the Company issued 175,739 common shares at a value of $.015 per share in exchange for consulting services accrued as a liability at December 31, 2010 in the amount of $ 37,500. The difference of $34,864 has been recorded as a gain on debt settlement.
In May 2012 the Company issued 3,316,500 common shares for consulting services at a value of $.035 per share (see Note 10).
In May 2012 the Company issued 275,000 common shares as a fee related to financing services at a value of $.0182 per share.
In May 2012 the Company issued 625,000 common shares for compensation services at a value of $.05 per share.
In May 2012 the Company issued 119,783 common shares for compensation services at a value of $.045 per share.
In May 2013 the Company issued 2,600,000 common shares as payment related to a technology purchase agreement at a value of $.0502 per share.
In May 2013 the Company issued 500,000 common shares for compensation services at a value of $.0501 per share.
At June 30, 2013 the Company caused the cancellation of 250,000 shares that had been issued for compensation services 125,000 shares at a value of $.0501 and 125,000 shares at $.05.
In August 2013 the Company issued 555,556 common shares pursuant to a convertible option of notes payable totaling $20,000 at $.036 per share.
In March 2014 the Company authorized the issuance of 450,000 common shares for compensation services at a value of $.041 per share.
In March 2014 the Company authorized the issuance of 14,210,235 common shares for $397,887 of compensation payable.
In April 2014 the Company authorized the issuance of 200,000 common shares for compensation services at a value of $.05 per share.
In April 2014 the Company authorized the issuance of 474,360 common shares pursuant to a convertible option of notes payable totaling $23,718 at $.05 per share.
In August 2014, the Company authorized the issuance of 221,778 common shares pursuant to a convertible option of notes payable totaling $9,980 at $.045 per share.
In August 2014 the Company authorized the issuance of 300,000 common shares pursuant to a convertible option of notes payable totaling $18,000 at $.06 per share.
In September 2014 the Company authorized the issuance of 665,750 common shares pursuant to a convertible option of notes payable totaling $39,975 at $.06 per share.
In September 2014, the Company authorized the issuance of 641,715 common shares pursuant to a convertible option of notes payable totaling $44,920 at $.07 per share.
In October 2014 the Company authorized the issuance of 229,750 common shares pursuant to a restricted securities agreement totaling $50,545 at $0.22 per share.
In December 2014, the Company authorized the issuance of 140,000 common shares for compensation services of $26,600 at $0.19 per share.
In December 2014, the Company authorized the issuance of 233,921 common shares for $33,333.68 of compensation payable at $0.1425.
In March 2015, the Company authorized the issuance of 99,750 common shares pursuant to a convertible option of notes payable totaling $9,975 at $.10 per share.
In March 2015, the Company authorized the issuance of 166,834 common shares pursuant to a convertible option of notes payable totaling $20,020 at $.12 per share.
In March 2015, the Company authorized the issuance of 66,667 common shares pursuant to a convertible option of notes payable totaling $7,000 at $.1050 per share.
In October 2015, the Company authorized the issuance of 124,750 common shares pursuant to a convertible option of notes payable totaling $4,990 at $.04 per share.
In November 2015, the Company authorized the issuance of 147,725 common shares pursuant to a convertible option of notes payable totaling $5,909 at $.04 per share.
In November 2015, the Company authorized the issuance of 73,563 common shares pursuant to a convertible option of notes payable totaling $5,885 at $.08 per share.
In December 2015, the Company authorized the issuance of 536,000 common shares for compensation payable totaling $27,336 at $.051 per share.
In April 2016, the Company authorized the issuance of 104,688 common shares pursuant to a convertible option of notes payable totaling $8,375 at $.08 per share.
In June 2016, the Company authorized the issuance of 2,050,000 common shares pursuant to a convertible option of notes payable totaling $102,500 at $.05 per share.
In August 2016, the Company authorized the issuance of 142,857 common shares pursuant to a convertible option of a note payable totaling $10,000 at $.07per share. In the same period the Company authorized the issuance of 305,522 common shares pursuant to a convertible option a of note payable totaling $19,975 at $.06538 per share.
In September 2016, the Company authorized the issuance of 142,643 common shares pursuant to a convertible option of notes payable totaling $9,985 at $.07 per share.
In December 2016, the company authorized the issuance of 185,249 common shares pursuant to convertible option of notes payable totaling $14,819.95 at a value of $.08 per share. In the same period the Company authorized the issuance of 645,000 common shares for compensation services totaling $38,700 at a value of $0.06 per share.
See Note 11 regarding a subscription agreement dated September 27, 2014.
NOTE 7 - INCOME TAXES
The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carry forwards.
The Company adopted the provisions of ASC Topic 740, “Accounting for Uncertainty in Income Taxes”, on January 1, 2007. As result of the implementation of ASC Topic 740, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax provisions at December 31, 2016 and 2015, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2016 and 2015, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2016 and December 31, 2015.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss (NOL). Tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net deferred tax assets (liabilities) consist of the following components as of December 31, 2016, and 2015:
Deferred tax assets:
$
$
NOL Carryover
691,381
716,660
Related Party Accrual
-
-
Valuation allowance
(691,381)
(716,660)
Net deferred tax assets
$
-
$
-
The income tax provision differs from the amount of estimated income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the periods ended December 31, 2016 and 2015 due to the following:
Book Loss (20% statutory rate)
$
(138,276)
$
(143,332)
Valuation allowance
138,276
143,332
Tax at effective rate
$
-
$
-
At December 31, 2016, the Company had net operating loss carry forwards of approximately $ 6,350,243 that may be offset against future taxable income from the year 2016 through 2036. No tax benefit has been reported in the December 31, 2016 or 2015 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
NOTE 8 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has a working capital deficit and has incurred losses since its inception. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans and/or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 9 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has accrued executive compensation of $1,416,379 to the President of the Company from inception to the period ended December 31, 2016 (See Note 10).
The Company has accrued executive compensation of $115,601 to the SVP Technology of the Company to the period ended April 1, 2016 (See Note 10).
NOTE 10 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share for the periods presented:
Year ended
December, 31, 2016
Year ended
December, 31, 2015
Loss from operations available to common shareholders (numerator)
$
(691,381)
$
(716,660)
Weighted average number of common shares outstanding during the period used in loss per share (denominator)
50,402,153
48,134,960
Dilutive loss per share was not presented; as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
Compensation agreement - The President and Chief Executive Officer agreement pays an annual base salary of $250,000, with a cash bonus annually based on 5% of EBITDA and a stock bonus formulated around the return on invested capital where the issued and outstanding stock of the Company times the rate of return divided by ten will equate to the stock issued.
Compensation agreement - The Senior Vice President of Technology agreement pays an annual base salary of $100,000 Starting June 2013, with a cash bonus annually based on 0.25% of EBITDA and a stock bonus formulated around the return on invested capital where the issued and outstanding stock of the Company times the rate of return divided by forty will equate to the stock issued. This contract was terminated effective April 1, 2016.
Consulting Agreement-On May 3, 2012 the company entered into an agreement whereby 3,015,000 free trading shares are to be issued in exchange for a $20,000 advance to the Company and the settlement of any and all obligations given to the parties of the agreement. These shares are intended to be sold to cover their costs including the advances and any balance of these shares not used in settlement would be used to raise capital and split evenly between the parties. The portion that goes to the consulting company will be expensed as consulting fees. To facilitate the terms of this agreement the Company by way of special resolution identified certain shareholders of the Company that had sufficient unrestricted common shares and agreed to replace the unrestricted shares with restricted common shares plus an incentive of an additional 10% of bonus shares. In May 30, 2012 the Company issued 3,316,500 common shares, including 301,500 bonus shares, valued at $.036 per share. In June 2014, the company returned the original $20,000, the shares remain outstanding.
Loan Agreement-Pursuant to an Agreement on June 28th, 2012 that was extended to August 31, 2012 and then on Aug 30th, 2012 to November 15th, 2012, and was extended to May 15, 2014; where originally on May 11, 2012 the Company arranged for 3,005,000 free trading shares to be placed as additional security for a $100,000 loan as a retainer for a financing of 100 million dollars. The Company had a Memorandum of Understanding (MOU) to receive one third or 30 million dollars of this financing. The financing was not completed. If these shares are used to repay the loan the Company will have to issue the shares used plus 10% additional shares to the contributing shareholders and expense whatever shares used as financing costs. The shares remain outstanding.
Share-purchase Agreement - On January 30, 2014 the Company entered a share-purchase agreement for shares in a proposed subsidiary that would own and operate a zero-emissions waste optimization plant (Z.E.W.O.P.TM) in Puebla, Mexico. The agreement provided for the purchaser to own up to 45% of the subsidiary. The Purchaser advanced $300,000 of the proposed 30% of CAPEX to the Company to facilitate a phase one engineering review. With a positive outcome to the review the Company has now formed the subsidiary in question Puebla ZEWOP 1 and was formalizing the share purchase agreement between our wholly owned subsidiary TransAct Mexico and the Puebla Waste Consortium (“PWC”).
The Puebla ZEWOP 1 share purchase agreement was not updated and the terms of the original agreement have not been fulfilled by the consortium resulting in the termination of the same. The subsidiary is currently not committed to build and operate a 1320 tonne per day Z.E.W.O.P.TM estimated at $320 Million USD. The Company has a receivable due from the subsidiary at December 31, 2014 of $96,755.
Consulting Agreement-On August 20th, 2014 the company entered into an Engineering Services Agreement to facilitate the design/build of the proprietary reactors for the Puebla, MX Zero Emissions Waste Optimization Plant. The estimated cost of the contract is $450,000 over 12 months, out of pocket reimbursements, cost plus 10% on all material and outside labor and a stock bonus of 150,000 common shares upon completion of the scope of work. This agreement will be amended to reflect the new location of the plant. All amounts under the agreement are current
Subscription Agreement- Pursuant to an Agreement on September 27th, 2014 the company agreed to sell restricted securities of the Company in the form of common stock upon receipt of three tranches of capital equaling $1,200,000 each. The common stock was to be sold for $0.50 for the first tranche of 2,400,000 shares and was due in the week of September 28, 2014, $1.00 for the second tranche of 1,200,000 shares and was due in the week of March 1, 2015, $1.50 for the third tranche of 800,000 shares due on August 2nd, 2015. To date the first tranche was not paid and the agreement was never reflected on the balance sheet.
February 2015 the subscribers of $3.6 Million dollars of our common stock advised us they would be unable to fulfill their commitment under the restricted securities agreement. We have received the same in writing and agreed to a settlement with the parties involved where they purchase 526,316 common shares @ $0.19. To date $12,440 has been received of the agreed $100,000. Under the terms of the agreement the funds received up to December 2015 were treated as forfeited and the settlement agreement terminated. We are now entitled to exercise any punitive rites of the original agreement.
NOTE 12 - SUBSEQUENT EVENTS
In January 2017, the Company authorized the issuance of 38,529 common shares pursuant to a convertible option of a note payable totaling $2489 at $.0646 per share.
In January 2017, the Company accepted funds in the amount of $2,500 and issued a convertible note for the same for a one year period at 8% interest. The notice to convert the note was received in February 2017.
In February, 2017 two additional 90 day convertible notes at 24% interest were issued in the amount of $6000 and $7,500 respectively.