On July 21, 2006, Safe Travel Care, Inc. (“SFTV” or “Registrant”) entered into an agreement and plan of merger with Titan Energy Development, Inc. (“TEDI”) (the Merger Agreement or Stock Exchange Agreement). A copy of the Merger Agreement is being filed as Exhibit 10.2 to this Current Report.
The transaction described in the Merger Agreement is referred to in this Current Report as the Merger Transaction. A summary of the Merger Transaction, as well as the material terms and conditions of the Merger Agreement, are set forth below, but such summary is qualified in its entirety by the terms and condition of the Merger Agreement, which are incorporated herein by this reference.
Posted by stickfigurefred on :
So what are we looking at here. Still waiting to see what assets Titan has?
Posted by JOELGA on :
Yeah, I can't fing any other info on this yet.
Posted by EverGreen on :
anything under .01 is a gift IMO
Titan will be another stock play (like ECCI NLST ...) for the hurricane seanon
TEDI (now SFTV) is the manufacturer of a mobile, multifunctional utility system, called the “Sentry 5000” designed for disaster recovery and response situations. The Sentry 5000 was designed and developed by Titan to be a smaller, completely self sufficient “first response” unit that will provide vital services in situations such as manmade or natural disasters. The Sentry 5000 generates electricity, provides heating and cooling, water filtration and satellite communications and is small enough to be transported by a pick up truck or SUV and operates on diesel fuel.
Posted by Jonus on :
Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equ
Item 2.01 Completion of Acquisition or Disposition of Assets. On July 21, 2006, the Registrant entered into the Merger Agreement, pursuant to which the Registrant completed the Merger Transaction and acquired TEDI from the TEDI Shareholders. The Merger was completed and closing occurred on August 4, 2006.
In exchange for transferring TEDI to the Registrant, the TEDI Shareholders received stock consideration consisting of 1,000,000 newly issued shares of the Registrants preferred stock, which were divided proportionally among the TEDI Shareholders in accordance with their respective ownership interests in TEDI immediately before the completion Merger Transaction.
There were no material relationships between the Registrant or its affiliates and any of the parties to the Merger Agreement, other than in respect of the Merger Agreement.
The Registrant was a shell company (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the Exchange Act) immediately before the completion of the Merger Transaction. Accordingly, pursuant to the requirements of Item 2.01(a)(f) of Form 8-K, set forth below is the information that would be required if the Registrant were filing a general form for registration of securities on Form 10-SB under the Exchange Act, reflecting the Registrant
A. Description of Business
The operating company, TEDI, is a company organized under the laws of Minnesota since July 14th, 2005.
TEDI (now SFTV) is the manufacturer of a mobile, multifunctional utility system, called the "Sentry 5000" designed for disaster recovery and response situations. The Sentry 5000 was designed and developed by Titan to be a smaller, completely self sufficient "first response" unit that will provide vital services in situations such as manmade or natural disasters. The Sentry 5000 generates electricity, provides heating and cooling, water filtration and satellite communications and is small enough to be transported by a pick up truck or SUV and operates on diesel fuel.
Disaster relief, public safety, military operations, peace keeping operations, remote industrial production and distribution, and remote healthcare delivery are global markets that require access to mobile, temporary service, essential utilities that can be easily transported to isolated geographic locations. These markets and services are currently served by a wide and disparate range of suppliers based both in the U.S. and abroad. The Sentry 5000 is designed for multiple emergency and remote access applications requiring rapid operational setup and global deployment. The unit is sized and priced to accommodate a variety of budgets ranging from small charity relief agencies to large government and military purchases.
The system is unique to the disaster recovery market in that it incorporates multiple, essential utilities into a compact, mobile container at a wholesale price of slightly over $150,000 per unit. Based on cumulative competitive research data to date, there does not appear to be any direct competition, with similar bundled, feature-to-feature functionality at the same target price point, currently available on the market.
TEDI's (and now SFTV's) flagship product is the Sentry 5000, a multifunctional utility system that is designed to fill a gap in the essential utility service market for temporary relief or repair applications. Its standard features include emergency power generation, water purification, heating & cooling, compressed air, voice and data communications, emergency area lighting, the ability to support up to an additional 50 KW of area lighting, power tool use or other emergency requirement for power source, a mobile trailer for transporting and an enclosure. There is no known competition with a similar breadth of essential utility services, at this price point, or easily transportable physical size.
TEDI is committed to the continual improvement in its product offerings and maintaining products that offer the highest level of service and support. To this end, TEDI is actively engaged with Wayne State University the US Army TARDEC and NextEnergy in a number of cooperative research and development activities to address these issues. Specific initiatives underway include:
Characterization of Fuel Properties of Synthetic/Petrol/Renewable Fuel TEDI (SFTV) will perform a systematic and comprehensive evaluation of fuel properties of Fischer-Tropsch synthetic fuel, and blends of synthetic and JP-8, synthetic and biodiesel, and JP-8 and biodiesel; and down-select fuel blends for engine and generator testings.
Optimization of Engine Control Strategy for Multiple Fuels TEDI (SFTV) will perform engine power testing and exhaust emission testing for selected Fischer-Tropsch synthetic fuel, and blends of synthetic with JP-8 or biodiesel, to optimize the engine control strategy. The goal is to develop a set of engine control parameters for different fuel and fuel blends.
Long-term Performance of Power Generator with Synthetic Fuel Blends TEDI (SFTV) will conduct a long-term performance testing of a Titan Sentry 5000 power generator with different synthetic fuel blends. The goal is to determine fuel compatibility, power performance, and component weakness.
The principal suppliers for TEDI (and now SFTV) are:
Katolight (MN company) - Provides Company with the trailer, aluminum enclosure, engine generator as well as assembly of the completed unit. . Noah Water (MI Company) - Manufacturer and provider of the Titan Water .
Posted by Jonus on :
I am in for the gap. with all this volume its got to blow up
Posted by stickfigurefred on :
Glad they finally merged, been holdin for a while, my little lottery ticket play hehe.
Posted by Prdponce on :
they could put a PR out tomorrow, regarding this....
Posted by JOELGA on :
Could turn out to be a nice play tomorrow.
Posted by stocktrader22 on :
Could only get $288 filled Posted by EverGreen on :
wow great volume
less than 1m was sold under .005 (probably gtc order of people that bought in spring) the rest is above .005
a PR will help spread the word because only few people read filing
Posted by stocktrader22 on :
Tomorrow will be a good day...I only have $288 worth though haha...guess I'll sell quickly to break even or a little more. Not worth holding with that little amount.
Posted by stickfigurefred on :
The part I like...I don't think we have seen the impact yet of what these "subsidiaries" are going to do to this stock.
The Registrant was a shell company (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately before the Merger Transaction. As a result of the Merger Transaction, the Registrant has acquired subsidiaries that possess operating businesses. Consequently, the Registrant believes that the Merger Transaction has caused it to cease to be a shell company. For information about the Merger Transaction, please see the information set forth above under Item 1.01 and Item 2.01 of this Current Report, which information is incorporated hereunder by this reference.
Posted by j160e on :
Been hanging onto this for a while now waiting for something positive like this. I would think a name change can't be too far away now. I would also guess any shorts would have to cover before a symbol change.
Posted by stickfigurefred on :
Something tells me we are in for a string of PR's.
Posted by j160e on :
quote:Originally posted by stickfigurefred: Something tells me we are in for a string of PR's.
IMO, I couldn't agree more stickfigurefred.
Posted by The Phat Man on :
not saying it's good or bad, but someone's tried it before. possibly good for a run on momo alone though. gl,
Posted by j160e on :
Same guy, Jeffrey Flannery, ceo of SFTV and Axia Group. Changed game plan. AXIA is a pink but SFTV has maintained OTCBB listing.
Posted by Jonus on :
Hope the volume continues. Would be nice to bust a penny.
Posted by lukin4winners on :
The news didn't come out until approximately 3:15 pm est yesterday and it appears over 10M shares traded in less than an hour. I believe that SFTV would have gone a lot higher if it were not for long term holders taking profits. Today should bring in more buyers on expectation of a pr explaining the details of the TEDI merger and the valuation they bring to SFTV. Good luck
Posted by stickfigurefred on :
Titan's financials weren't too pretty to look at. Bleh.
Posted by Jonus on :
Getting volume looking for a penny plus
Posted by stickfigurefred on :
Gotta be a group pushing this one, take profits while you can!
Posted by rimasco on :
Wow nice looking chart wish i woulda seen earlier
Posted by EverGreen on :
chart - volume - merge
no need for group play
quote:Originally posted by stickfigurefred: Gotta be a group pushing this one, take profits while you can!
Posted by B on :
I think SFTV has great potential, I will be holding my shares. Flannerey had me worried with that A/S increase. So I had to take a step back and look at the overall picture.
I got in SFTV because of the merger play. Flannery did this merger with no reverse split, which is a very big plus for me.
He released the audited financials for Titan. Those financial numbers stink. I take this as a CEO being honest with investors and not hiding the figures.(why release those figures if you planned to defruad investors) Apparently he doesn't think the financials reflect the true value of the company.
They put a valuation .849 on a million shares of prefered series B and common stocks for TEDI shareholders. I don't know how they got that number but both sides agreed to it.
I'm going to hold and see how Flannery runs this company.
GLTA
Posted by snio on :
Titan Energy Development Inc.
Titan Energy originally formed tomake and market on-site renewableenergy systems that capturemethane gas from agriculture andanimal waste. The company hasrefocused efforts on developingmobile utility backup units. Thediesel-fueled emergency powergenerators can be pulled behind avehicle and supply power, waterpurification, heating and cooling, and satellite voice and datacommunications.Potential uses include natural-disaster sites, remote constructionlocations where there are no utilities, and military operations. The company has teamed with a St.Clair manufacturer to produce theunits, which will probably sell for$150,000. Titan’s revenue goal for2006 is nearly $4 million. Targetcustomers include the military, localgovernments, large constructioncompanies and disaster-reliefagencies
Posted by snio on :
SFTV > revenues $4 million this year
2007? > $15 million?
Posted by snio on :
SFTV is a possible 100-Bagger
The "Sentry 5000" will be sold for $150,000.
If they sell 1000 Units > $150 million revenues for SFTV !!!
Posted by snio on :
Emerging Stock Report: Finding Safety in the Storm
Released : Friday, August 11, 2006 1:05 PM
RDATE:11082006
New regulations in some states are beginning to mandate that certain types of businesses have backup power supplies. Cities and municipalities are looking for compact, reliable solutions for power, air and water supplies in times of disaster.
The Emerging Stock Report is covering Safe Travel Care, Inc. (OTCBB:SFTV). The company recently released the audited financial statements for Titan Energy Development, Inc. of Detroit, Michigan. SFTV acquired 100% interest in Titan Energy, which now operates as a wholly owned subsidiary of the company.
Titan Energy Development, Inc., is the manufacturer of a mobile, multifunctional utility system, called the "Sentry 5000" designed for disaster recovery and response situations. The Sentry 5000 generates electricity, provides heating and cooling, water purification and satellite communications and is small enough to be transported by a pick up truck or SUV and operates on diesel fuel. With the acquisition completed, SFTV will now focus on the marketing of the Sentry 5000 to both government and private sector markets.
The Emerging Stock Report profiles emerging growth companies and brings them to the attention of the investment community ahead of the market providing concise analysis and resources required in determining when a stock appears poised for growth.
Get a Complimentary Subscription at www.*********************** Subscribers have access to investment research reports, tools for tracking and analyzing, current news, detailed company profiles and ESR "E-Alert" Services. ESR produces comprehensive, timely and dependable research available on the Internet.
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Posted by j160e on :
Company Background: Seagrave Fire Apparatus, the oldest manufacturer of fire apparatus, was founded in 1881 in Detroit, Michigan, by Frederic Seagrave, and moved to Columbus, Ohio, in 1891. In 1963, it was acquired by FWD Corporation, bringing the leader in the fire industry to Clintonville, Wisconsin.
Seagrave Fire Apparatus, LLC is a portfolio company of FB Capital Partners, L.P., a private investment partnership based in Philadelphia, Pennsylvania. FB manages more than $850 million and invests in a wide variety of manufacturing, business services, finance and real estate companies.
Posted by B on :
Excellent move by SFTV to make that alliance with Seagrave Fire Apparatus. Seagrave is a company that's been around for 125 years & is a portfolio company of FB Capital Partners. Here's their website: www.fbcp.com. This should create alot of revenue.
wow this one is taking off
Posted by Stockguru06 on :
up 160% and still lots of buying...could be a 3 bagger today
Posted by Stockguru06 on :
up 178% now
Posted by j160e on :
Shake time! ARCA wants shares at .01
Posted by Stockguru06 on :
i am loading up more of this one
Posted by Stockguru06 on :
look at the bid size of 55000 and the ask size is 5000...the MM really want shares now to let this run
Posted by Stockguru06 on :
going up again
Posted by Stockguru06 on :
just had a dip but now up again...i still see it close with a gain above 200 percent today
Posted by j160e on :
That would be nice. I'm guessing there's more pr's on the way and think this is good for .02, .03 soon.
Posted by j160e on :
"....Thomas Black, President and CEO of Titan Energy Development, stated, "Titan is very excited to be a part of this important program. This is a great opportunity to demonstrate the Sentry 5000 capabilities in a real-world military environment and could open doors to many different branches of the Military and Homeland Security for Titan and the Sentry 5000.".....
Officers: Robert L. Schultz, CEO; Vernell P. Prout, COO; LeRoy C. Willoughby, CFO
Outstanding Shares: 58,080,181 as of 2004-12-31
Estimated Market Cap: Not Available
Current Capital Change: shs decreased by 1 for 200 split Ex-Date: Record Date: Pay Date: 2003-05-08
Dividends:
Company Notes: Note=3-99 company is in the development stage Formerly=Global-Link Enterprises, Inc. until 2-00 Formerly=MLM World News Today, Inc. until 8-02 Formerly=Presidential Air Corp. until 5-03
Class Notes: Capital Change=shs decreased by 1 for 100 split. Pay date=09/09/2002.
Transfer Agent: Pacific Stock Transfer Co., Las Vegas, NV 89193-3385
Posted by stickfigurefred on :
I think the OS has changed considerably since then.
Posted by j160e on :
As of July 10, 2006, the issuer had 155,998,552 shares of its common stock issued and outstanding.
As for those officers, Schultz, Prout and Willoughby, and whatever it was that SFTV did back then, those guys and that business are long gone.
http://www.sec.gov/Archives/edgar/data/1080398/000114420406010198/v037939_8k.htm Effective December 30, 2005, Vernell P. Prout, Robert L. Schultz, and LeRoy C. Willoughby, resigned their positions as officers and directors of the Company. Mr. Flannery was elected as president, chief executive officer, chief financial officer, and secretary of the Company on December 19, 2005.
I'm thinking a name/symbol change is around the corner.
Posted by matto on :
I think the pps is going to move higher. Remember SFTV & TEDI agreed to a valuation of .849 on 1 million shares of common and 1 million shares of series preferred B stocks. I still don't know were they came up with that figure but I'm curious enough to hold and see how they plan to move that pps.
Hope everyone made some money off this run, I did.
GLTA
Posted by lukin4winners on :
SFTV looks like a bottom buster here if it can hold .006 level has a good possibilty to go higher after more than 50% off recent highs.
Posted by rimasco on :
chart looks like this baby might be a buy and hold for the next few days
Posted by j160e on :
More good news this morning from this company! 50 day ma crossing 200 now. Keep SFTV on your radar.
Titan Energy Development, Inc. to Share in $2,030,000 Award from the Michigan 21st Century Jobs Fund to Test the Sentry 5000's Ability to Run On Alternative Fuels
think it will go up anymore from here? it looks good
Posted by j160e on :
Don't know about today moosehead9nc, but I like this as one to hang onto a few shares mid to long term. Things appear to be finally coming together now since Jeffrey Flannery took over about 9 months ago.
Posted by stickfigurefred on :
SAN DIEGO, Sep 19, 2006 (BUSINESS WIRE) -- Titan Energy Development, Inc., a wholly owned subsidiary of Safe Travel Care, Inc. (OTCBB:SFTV), received a visit from Michigan Governor Jennifer Granholm on September 13, 2006. Gov. Granholm personally congratulated the collaborating team of Titan Energy Development, the US Military, Wayne State University and NextEnergy which was awarded a grant from the Michigan 21st Century Jobs Fund.
The $2 million dollar Michigan 21st Century Jobs grant was awarded for a project to adapt Titan's flagship product, the Sentry 5000 mobile generator, to run on a variety of synthetic fuels. The collaboration is a public-private partnership between WSU, Detroit-based Titan Energy Development Inc. and the US Army's National Automotive Center. During the visit, Titan Energy gave the Governor a personal tour of the Sentry 5000 and its capabilities.
"It was exiting to meet the Governor and give her close up look of the unit and highlight what markets it was designed to serve," said Thomas Black, President of Titan Energy. "Titan's currently focusing on several markets for the Sentry 5000 including homeland security, disaster relief, and first responders and the US Military. Our ability to provide units and service to the US military could be greatly enhanced as a result of the research supported by this grant."
This is Titan's second program that involves the Department of Defense, (DoD). Titan was also selected last year to participate in the Advanced Mobile Microgrid Power System, a DoD program to develop a deployable mobile power systems that can be delivered anywhere in the world in less than 48 hours.
Posted by j160e on :
Titan Energy Development, Inc., a Subsidiary of Safe Travel Care, Inc., Receives Order For Two Sentry 5000 Systems Wednesday September 27, 9:00 am ET
![[Frown]](frown.gif)