By: getclong 25 Jul 2005, 03:14 PM EDT Msg. 40062 of 40101 Jump to msg. # special K, deal with this chump. I emailed the company your post and asked if there was any accuracy to the lies you posted. I think this sums it up well. special K, I demand you stop posting false information about a company in which I own stock in.
Here is Geotecs response to your libelous post.
"What you apparently have is an alias with sour grapes that Geotec is becoming successful.
They will have to learn to deal with it.
We have filed with the SEC, all material information.
posted
Special-K100 gets a call from Paul Ferruzza....
Post by Roatan2 on HSM.
roatan2 Stock God Veteran Member
"I have had communication with Geotec management on this issue this afternoon, and they are taking this matter of libel VERY seriously. From what I understand Mr. Paul Ferruzza has spoken personally with Special-K100 in Virginia, and told him that he will be filing a lawsuit against him.
For what it's worth, Special-K100's retort to Mr. Ferruzza was: "Well, I guess you can sue me, but I only put out what I read!"
Typical basher response, and me thinks it's time for this individual to face the consequences of his actions. From what I know of Mr. Ferruzza, he is a man who follows through on his words."
Posts: 105 | Registered: Jul 2003
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1. Richcorp, Inc. becomes a wholly owned subsidiary of Geotec. Check out the potential Richcorp brings to Geotec. http://www.richcorp.net/
2. 200 Million tons of coal.....this coal needs to be mined.
"As the result of the execution of the Agreement by the parties, Geotec obtains 100% voting control over RICH and its ownership rights to reserves of coking coal in Argentina exceeding 200,000,000 tons, as represented by RICH. Accordingly, the effect of the Agreement is to provide Geotec with the ability to control of over 200,000,000 tons of coke quality coal (asphaltite) and generate revenue to RICH/Geotec from the commercial exploitation of such commodity. The quality of the mined material is represented to be approximate 21-22,000 BTU per ton of asphaltite."
3. Richcorp shareholders willing to lock up their GETC shares. Confidence in the performance by Richcorp and Geotec over the next five years.
"Notwithstanding the above, all of the shares earned shall be subject to the same terms and conditions of the Buyer's share lock up agreement, which extends for 5 years, until February, 2010, which has been filed with the EDGAR service, for the Securities and Exchange Commission."
4. The amount of shares isssued to richcorp depends on the profit scale from $20 million to $80 million per year. Richcorp must believe they can reach the high end of the profit targets, thus earning near the max shares possible. Sure gives them an incentive.
"The Geotec Preferred Stock will contain preferences that entitle the holders of the Geotec Preferred Stock to a pro rata interest in a minimum of 2,100,000 shares of Geotec common stock, at a minimum, and up to 10,500,000 shares of Geotec common stock, based upon a formula for sales and resulting profits of RICH. (Scaled from $20,000,000 to $80,000,000 in annual profits for the maximum shares to be earned.)"
5. I like the environmentally friendly technologies Richcorp has and there goals of making their business activity environmentally friendly.
6. Now, we need to stay tuned for more information on the synergies brought to bare by these combined companies.
Testing at SGS Laboratories in Argentina Have begun and we are anxiously awaiting the data from the analysis of our minerals other than Asphaltite which we have ALL of our test data on. The sale of these minerals and metals will bring our Asphaltite project to fruition. Exploration efforts continue by our mining Engineer whose wife is a Professor of Geology
May/19/2005
Returned from Argentina with Many More Mines secured for Richcorp for our mining venture!
July/27/2005
We are pleased to announce that we are now a division of Geotec, Inc. (a public company). We are pursuing the gasification of the asphaltite and the other business interests that we have developed in Argentina
posted
Geotec Thermal Generators, Inc. Announces that the Board of Directors Has Approved the Establishment of a Company (ESOP) Employ Stock Option Program Monday August 1, 1:02 pm ET
DELRAY BEACH, Fla.--(BUSINESS WIRE)--Aug. 1, 2005--Geotec Thermal Generators, Inc. (OTCBB:GETC - News) today announced that its Board of Directors has approved the purchasing of up to 10 million shares of the Company's common stock to fund the ESOP Program.
The Company's Board of Directors has approved two separate stock purchase programs of the Company's Common Stock. Up to 10 million shares may be purchased for the Employee Stock Option Program (ESOP).
In a second action, the Board of Directors authorized the repurchase and retirement of up to 10 million shares of the Company's common stock.
Geotec Thermal Generators, Inc. (OTCBB:GETC - News) is an operating oil/gas/energy company. Statements in this release, which relate to other than strictly historical facts, including statements about the Company's plans and strategies, as well as management's expectations about new and existing products and services, technologies and opportunities, market growth, demand for new and existing products and services, are forward-looking statements. The words "believe", "expect", "anticipate", "estimate", "project", "intend" and similar expression identify forward-looking statements that can speak only as of the date hereof. This press release contains certain forward-looking statements regarding Geotec, its business prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause Geotec's actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. The Company assumes to obligation to notify of any changes, other than material events as required by the Securities and Exchange Commission. Readers are urged to carefully review and consider the various disclosures made by Geotec in this new release and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect Geotec's business.
-------------------------------------------------------------------------------- Contact: Geotec Thermal Generators, Inc., Delray Beach Bradley T. Ray, 954-340-4694 info@geotecinc.com Geotec Web Site http://www.Geo-tec.net
quote:Originally posted by blue_in_MI: pretty interesting. i have no knowledge of bradley ray, but i am curious to know what the "catch" is with this whole coal thing.
it would seem that there are several possibilities:
1. some other shares or other compensation is involved, not fully disclosed in the 10k
2. the coal might not be fully processed or whatever they do to coal, or of some low grade, so thus not comparable with the $37 spot prices. i wonder what the result of the dec2003 apraisal was - what value was given to it?
3. they got a good deal/someone was dumb enough to sell it to them at a ridiculously low price. or perhaps after watching the sopranos, was scared into selling at a low price, if the mafia connection is true? heh
4. some other "funny stuff" going on
i have no idea which one of the above scenarios (or combinations thereof) it may be, though being skeptical i tend to think that somehow there's a "catch" fo some sort involved.
however, is pretty interesting, this 3M tons of coal, i will grant you that.
that is a lot of coal.
Here's the catch !!!
Anyone contact Blue Blaze, Attorney Grubba, or Mr Spindler???
There is No ANY permit to remove coal from the site! The site is in receivership to the State of Illinois for EPA Non Compliance. Has been for almost 2 years. -Dept of Mines and Minerals- 217-782-4970
Call em up, since the criminal network involved will just say I am a basher.
The Illinois Assistant Attorney General that worked on this disaster has been requested to fax the documents.
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posted
Anyone ever finally contact Blue Blaze, Attorney Grubba, Mr Spindler, Mr Fowler, or Attorney Morgan???
All discussions with them point toward fraud.
There is No permit to remove coal from the site! The site is in receivership to the State of Illinois for EPA Non Compliance. Has been for almost 2 years. -Dept of Mines and Minerals- 217-782-4970
The Illinois Assistant Attorney General that worked on this disaster has faxed the 7 page document signed by Judge Bordner putting the site in the hands of the State. A First priority lien by the State is on the properties. This attorney general was very interested in this story.
Bergman,Consolidated Resources,Ray,Lueck,Herman,Deeerfield this and Deerfield that,Feruzza and his ft leasing,,,,Obrian Norris ,Dr. Art Gottmann, Oscar SANCHEZ, Cindy Estes, Michael PARKOFF, and Ceasar Nunnis and ferruza (a couple good sunbiz.org customers there too.parkoff and sanchez.) all part of the fraud.
ALL part of the fraud! roatan2 Stock God Veteran Member Posts: 7125 Re: GETC- 10QSB filed on 05/13/05 for quarter 03/3 « Reply #230 on: May 13th, 2005, 2:42pm » Quote Modify ------------------------------------------------------- CURRENT ASSETS: Cash ............................. $ 197,300 Due from related party .............. 50,551 Inventory - Finished Goods ...... 18,960,000 ------------ TOTAL CURRENT ASSETS . .......... 19,207,851 ------------ Note Receivable ..................... 400,000 Property and Equipment, net ........... 6,500 Deposits ............................. 37,500 ------------ $19,652,080
FINISHED GOODS. There are NO finished goods. Actually the condition of the coal and the damages it has done is in the JUDGEMENT.
How much did the principals borrow off of an EPA site in receivership to the State of Illinois??????
Anyone ever finally contact Blue Blaze, Attorney Grubba, Mr Spindler, Mr Fowler, or Attorney Morgan???
All discussions with them point toward fraud.
There is No permit to remove coal from the site! The site is in receivership to the State of Illinois for EPA Non Compliance. Has been for almost 2 years. -Dept of Mines and Minerals- 217-782-4970
The Illinois Assistant Attorney General that worked on this disaster has faxed the 7 page document signed by Judge Bordner putting the site in the hands of the State. A First priority lien by the State is on the properties. This attorney general was very interested in this story.
Bergman,Consolidated Resources,Ray,Lueck,Herman,Deeerfield this and Deerfield that,Feruzza and his ft leasing,,,,Obrian Norris ,Dr. Art Gottmann, Oscar SANCHEZ, Cindy Estes, Michael PARKOFF, and Ceasar Nunnis and ferruza (a couple good sunbiz.org customers there too.parkoff and sanchez.) all part of the fraud.
ALL part of the fraud! roatan2 Stock God Veteran Member Posts: 7125 Re: GETC- 10QSB filed on 05/13/05 for quarter 03/3 « Reply #230 on: May 13th, 2005, 2:42pm » Quote Modify ---------------------------------------- CURRENT ASSETS: Cash ............................. $ 197,300 Due from related party .............. 50,551 Inventory - Finished Goods ...... 18,960,000 ------------ TOTAL CURRENT ASSETS . .......... 19,207,851 ------------ Note Receivable ..................... 400,000 Property and Equipment, net ........... 6,500 Deposits ............................. 37,500 ------------ $19,652,080
FINISHED GOODS. There are NO finished goods. Actually the condition of the coal and the damages it has done is in the JUDGEMENT.
How much did the principals borrow off of an EPA site in receivership to the State of Illinois??????
posted
GETC shareholder gets answers to questions about coal.
You may have read on several boards posts by "Landlord", also goes by "Special-K100" on RB and Special_K on this board, and his charges concerning Geotec and their Illinois coal. Roatan2 did a wonderful job in getting information and answers.
Read: 1. Letter from Geotec 2. Attachment 1: Bergmann Letter 3. Attachment 2: State of Illinois Tax returns (You will need to follow the link.
roatan2 Stock God Veteran Member *****
Posts: 7166 Re: GETC- Share buyback for ESOP 10M & Rep/Retire « Reply #269 on: Today at 5:53pm »
I had communication with Geotec management to follow up on some false and misleading statements that have been posted on other Internet message boards about the company and its current deals. Below is the response I received to my query from Geotec along with the two related attachments:
======= Dear xxxxx,
Thank you for your comments and for bringing to our attention the issues of ownership as stated on the Internet.
First, the attached letter from Mr. Joe Bergmann, dated May 9, 2005, clearly states the ownership in the name of Lancaster International. The process is also clearly stated in Mr. Bergmann's letter.
Second, the ownership is certainly confirmed by the attached tax returns for the State of Illinois.
We see no irregularity. We believe this communication verifies the information in our filings with the SEC and any press releases that Geotec has made.
Sincerely yours,
Geotec Thermal Generators, Inc. ======
Attachment 1: Bergmann Letter
Consolidated Resources Group, Inc. _____________________________________________________________________ 5858 W. Atlantic Avenue / Delray Beach, Fl 33484 / 561-265-2382 / Fax: 561-265-1880
May 9, 2005
Mr. W. Richard Lueck, CEO GeoTec, Inc. 110 E. Atlantic Avenue, Suite 2000 Delray Beach, Fl 33444
Dear Rick:
This letter is in response to our recent telephone conversation as to the ownership of the Fiatt Illinois coal site.
1.) On November 12, 2003. Lancaster International Corporation acquired the Fiatt coal site (approximately 500 acres) in Fulton, Illinois via Quit Claim Deed #34845. On March 19, 2004, a corrected Quit Claim Deed #37808 was recorded with the County. The Quit Claim Deeds give Lancaster International ownership of the property, and all mineral rights and assets thereon. As further proof of ownership of the property, attached are the real estate tax bills issued by Fulton County, State of Illinois to Lancaster International for all eleven parcels into which the site is divided.
2.) The property is currently in receivership by the State of Illinois , which it has been for some time. This gives the State control over what happens on the property, not ownership of the property. Once the permit application is filed and the Reclamation Bond is posted, the State releases control of what is done on the property, because it will have approved the permit application.
3.) The process that is going to be used by the corporation processing the coal will be detailed in the application for the permit and, as previously noted, we are very confident that this process, which requires no water, will be approved by the State and County. The original estimation on the Reclamation Bond was between $12-$15 million dollars. Therefore, the $4 million bond that was communicated by Al Claybourne, is well within the estimate.
It appears that the confusion is between ownership and receivership, and until permit application is filed, with the bond posted, the State of Illinois would technically be in receivership of the property. Hopefully, this clears up any confusion that came about in conversation with Al Claybourne.
Sincerely,
Joseph R. Bergmann President & CEO
Enc. (Real Estate Tax Bills) CC: Raymond Lancaster, Lancaster International Corporation
posted
Geotec's laid up coal, not part of the land.........
This person needs to get a lawyer to interpret the law correctly.
Geotec's coal is laid up, so according to Generally Accepted Accounting Principles, it is booked at the acquisition value paid for the coal. Booked as inventory, since it is not in the ground. Further, Geotec did not book at spot price, as that would be wrong.
Laid up coal is legally not part of the land, so the land can be in any state, and it legally does not impact the ownership of the coal. Ownership of the coal is not a function of the ownership of the land.
posted
By: stan_1492 10 Aug 2005, 07:36 PM EDT Msg. 40741 of 40754 (This msg. is a reply to 40740 by stan_1492.) Jump to msg. #
note to "special-k100" and his online supporters and bashers on this board!! hmmm, after reading that letter and tax info i am just soooooo curious to know how you called this a "fraud"? please tell us all how this is a "fraud"?
and now think really hard and tell me whether the fraud is coming from the company in their 10Q (which may not be exactly as you interprete?) or is it in the words you have chosen and posted on this board about getc perpetuating a "fraud".
do you think you might have crossed the line "special-k100"!? do you think you should be correcting your statements and making a retraction of your false statements to government officials that were not aware of the ownership and communications, which conform to getc's filings!!!?
now are ya sure you're not trying to improperly influence getc shareholders through your false, misleading and untrue information!!??
posted
My next post will be highlights from the Moss and Johnson report.
Take special note that the price of the coal, in the report is $20 per ton. This was the spot price of this coal, at the time of the report. Spot price has recently varied between $35 and $39 per ton. Geotec's order for this coal is at $36 spot price. Check the filings, saying it can cost about half that to move the coal.
The government says that it will take $millions to move and reclaim the site in which the coal sits. Geotec will have costs and what might be the net coal prices, as it has to be washed and cleaned before delivery.
The report says that things have to be done to the property...No surprise.
The analysis and engineering work has been done. The value is stated and speaks for itself. The issues are also addressed.
The Illinois government wants the coal moved and the site cleaned. What do you think 18-20 million tons of coal is worth, at $30+ per ton? Is this enough to pay for the cost?
Waste coal, laid up, not worth much?
Is that what it says in the Moss and Johnson report?
Posts: 105 | Registered: Jul 2003
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(****** some highlights of the coal value from the Moss, Johnson report *****)
The four Tracks noted earlier in this report and shown in Figure 3 are listed below to identify the volumes of reserves available:
Valuation: Total Tonnage (80%) Recoverable) @$20.00/ton
Track 1: 127 acres, more of less, of surface area Thickness – 45 feet average Using 2000#/sht tn ************ Total tonnage - 6,224,635 tons -------------------- $99,594,160
Track 2: 70 acres, more or less, of surface area Thickness – 70 feet average Using 2000#/sht tn ************ Total tonnage - 5,336,100 tons--------------------- $85,377,600
Track 3: 130 acres, more or less, of surface area Thickness – 50 feet average Using 2000#/sht tn ************ Total tonnage – 7,078,500 tons ------------------- $113,256,000
Track 4: 100 acres, more or less, of surface area Thickness – 50 feet average Using 2000#/sht tn ************ Total tonnage – 4,356,000 ------------------------ $69,696,000
*********** TOTAL OF FOUR TRACKS -------------------- 22,995,235 tons
****** Total Dollar Value of Recoverable Reserves ----------- $367,923,760
The ability of the recoverable fines to be used as an acceptable high quality fuel is substantiated by the results of the physical testing conducted on the coal. As received, conditions of the tested coal revealed an ash content of 9 percent to 24 percent. Sulfur ranged from 1.5 percent to 2.97 percent. BTU value range ranged 7910 to 10500. Samples also were tested for volatiles and carbon content. The test showed that this material was capable of producing 33 percent to 38 percent volatiles and 37 percent to 43 percent carbon. Average fusion temperature was 2270 degrees F.
Studies conducted of the processed material prior to burning by the City of Springfield revealed even higher quality results due to the reduction of ash content prior to burning. Therefore, in order to utilize the resources located on the Lancaster International Corporation properties to their highest potential, portable washers, dryers, and/or palletizing equipment are to be used, improving the marketability of the product.
MARKETING:
In reviewing the reports conducted by other firms and the data collected during our investigation, we find that the coal reserves located on the Lancaster International Corporation properties have two principal advantages:
A. All of the properties lay in the heart of the Western Illinois coal fields where medium quality, average sulfur coal is predominant.
B. Extensive road networks and river systems provide competitive sophisticated, and dependable modes of transportation to market areas.
APPRAISED VALUE:
The appraised value of the properties owned by Lancaster International Corporation of Maitland, Florida is based on all of the considered factors pertaining to this evaluation.
1, Current value of Land and Improvements:
500 acres of land, more of less One two-story dwelling & one mobile home Four large metal buildings
1. 1. 100 ft x 200 ft 2. 2. 40 ft x 80 ft 3. 3. 100 ft x 300 ft 4. 4. 80 ft x 80 ft
Present Market Value ------------------- $500.000.00
2. Surface Reserves Valuation:
Using the present market value of $20.00 per ton times the estimated recoverable tonnage of eighteen million three hundred and sixty-nine thousand one hundred and eighty-eight tons (18,369,188 ) as defined herein, the present market value is determined to be:
Present Market Value ------------------ $367,995,760.00
This appraisal, placing the greatest amount of validity on the Surface Reserves Valuation shown above, determines the market value of the mineral assets, the land and the improvements of Lancaster International Corporation of Maitland, Florida to be Three Hundred and Sixty-eight Million, Four Hundred and Ninety-five Thousand Seven Hundred and Sixty and 00/100 Dollars ($368,495,760.00).
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posted
The New York Times today reports that Bush officials, supposedly "furious over Saudi Arabia's handling of the investigations after 9/11," nonetheless continue to say that "the alternatives to Saudi Arabian [oil] are fewer today than seemed to be the case just three years ago." But if you look at how the Bush administration is ignoring major domestic oil potential at home, it seems more like the White House is trying to justify its all-too-close relationship with the Saudis.
As the Billings Gazette reported last week, there is a huge potential to turn Montana's massive parcel of coal into oil, using decades old coal gasification technology proven to work. Right now, "Montana has 120 billion tons of state and federal coal reserves under its surface" and "115 billion tons of that coal is recoverable." Using the technology, "[u]one ton of coal would produce 1.5 barrels of diesel fue[/u]l." In other words, that is one helluva lot of fuel.
Before you start raising environmental concerns, consider this: the fuels created from gasification "are also clean - no sulfur, mercury or arsenic." Sure, it isn't perfect, but to get us off foreign oil we can't afford to only be pie-in-the-sky - and this is pretty good. Because while coal gasification still produces a gas-based fuel, it is far cleaner than any fuel used today, and the gasification process itself does not create emissions either.
Up until now, America hasn't explored using coal gasification because it is not profitable unless oil is above $35 a barrel. But now oil is at around $60 a barrel, and at that level to stay. Combining coal gasification, with solar, wind, ethanol energy and hybrid technology really means we can get our country off foreign oil. But it is up to our leaders to take the initiative to make it happen.
posted
US Govt Sponsored Peak Oil Report Draws Disturbing Conclusions
By Michael J. DesLauriers 29 Jul 2005 at 10:46 PM EDT
TORONTO (ResourceInvestor.com) -- A 67-page report released earlier this year on the subject of Peak Oil and sponsored by the U.S. Department of Energy drew several conclusions:
1. World Oil Peaking is Going to Happen 2. Oil Peaking Could Cost the U.S. Economy Dearly 3. Oil Peaking Presents a Unique Challenge ("it will be abrupt and revolutionary") 4. The Problem is Liquid Fuels (growth in demand mainly from transportation sector) 5. Mitigation Efforts Will Require Substantial Time 6. Both Supply and Demand Will Require Attention 7. It Is a Matter of Risk Management (mitigating action must come before the peak) 8. Government Intervention Will be Required 9. Economic Upheaval is Not Inevitable (“given enough lead-time, the problems are soluble with existing technologies.”) 10. More Information is Needed
Based on the report (Peaking of World Oil Production: Impacts, Mitigation, & Risk Management) we are probably in quite a bit of trouble if, as some analysts suggest, peak oil is already upon us. The study was led by Dr. Robert Hirsch who is a Senior Energy Program Advisor at SAIC (Science Applications International Corporation), and who has had a long career in Energy milieu in a variety of important positions.
3 Scenarios
The study envisions three scenarios for dealing with a peak oil reality: scenario one involves action not taken until peaking occurs, and scenarios two and three deal with action taken ten and twenty years prior thereto. The conclusions follow:
Waiting until world oil production peaks before taking crash program action leaves the world with a significant liquid fuel deficit for more than two decades.
Initiating a mitigation crash program 10 years before world oil peaking helps considerably but still leaves a liquid fuels shortfall roughly a decade after the time that oil would have peaked.
Initiating a mitigation crash program 20 years before peaking appears to offer the possibility of avoiding a world liquid fuels shortfall for the forecast period. "The obvious conclusion from this analysis is that with adequate, timely mitigation, the costs of peaking can be minimized. If mitigation were to be too little, too late, world supply/demand balance will be achieved through massive demand destruction (shortages), which would translate to significant economic hardship, as discussed earlier."
Based on these conclusions, the global economy could stand to suffer incalculable consequences if peak oil is already upon us. Apparently, the world seems to need at least twenty years notice and a serious coordinated effort in order to truly avoid sever economic pain.
According to Hirsch, "The world has never confronted a problem like this, and the failure to act on a timely basis could have debilitating impacts on the world economy. Risk minimization requires the implementation of mitigation measures well prior to peaking. Since it is uncertain when peaking will occur, the challenge is indeed significant."
Oil Sands
Like many of the other experts whose opinions have been aired through Resource Investor, Hirsch would appear to find the much-vaunted Canadian oil sands inadequate, though admittedly they have the potential make a positive dent in the problem.
The report states, "In addition to needing a substitute for natural gas for processing oil sands, there are a number of other major challenges facing the expansion of Canadian oil sands production, including water81 and diluent availability, financial capital, and environmental issues, such as SOX and NOX emissions, waste water cleanup, and brine, coke, and sulfur disposition. In addition, because Canada is a signatory to the Kyoto Protocol and because oil sands production results in significant CO2 emissions per barrel, there may be related constraints yet to be fully evaluated."
"The current Canadian vision is to produce a total of about 5 MM bpd of products from oil sands by 2030. This is to include about 3 MM bpd of synthetic crude oil from which refined fuels can be produced, with the remainder being poorer quality bitumen that could be used for energy, power, and/or hydrogen and petrochemicals production. 5 MM bpd would represent a five-fold increase from current levels of production. Another estimate of future production states that if all proposed oil sands projects proceed on schedule, industry could produce 3.5 MM bpd by 2017, representing 2 MM bpd of synthetic crude and 1.5 MM bpd of unprocessed lower-grade bitumen."
"It is also worth noting that the bitumen yield from oil sands surface mining operations is about 0.6 barrels per ton of mined materia, excluding overburden removal. This is similar to the yield from a good quality oil shale, but is less than Fisher-Tropschliquid yields from coal, which is about 2.6 barrels per ton of coal."
Conclusion
Readers of Resource Investor are far more aware of the energy related challenges ahead than the average man in the street who believes that high oil and gas prices are the result of Iraq, OPEC, and some underhanded, self-serving conspiracy involving Bush, Cheney and Halliburton. Unfortunately, a sound knowledge and understanding of the situation makes us no less vulnerable.
While the specific implications of peak oil remain unclear, there can be no mistaking that any period between involving a lapse in adequate energy supply will be met with economic hardship for the global economy. If peak oil is not upon us already, the chances of minimizing future damage are fair and it is certainly encouraging to know that government authorities are taking the threat seriously. Any way you slice it however, the economy and the consumer are unlikely to escape unscathed through the transition period into other energy sources as the world comes to grips with a new evolving paradigm in satisfying its needs for energy consumption.
posted
On Tuesday, July 26, 2005, the Company executed a Share Exchange Agreement with Richcorp, Inc., a Florida corporation, and Mr. William Richardson, President of Richcorp. Pursuant to the Agreement, Mr. Richardson agreed, as owner and/or proxy holder for other Richcorp shareholders, to convey and transfer to Geotec, those shares of Richcorp common stock (referred to as the "Purchased Shares") representing the majority voting and all of the equity interest in Richcorp. Accordingly, Geotec is acquiring the equity ownership of Richcorp. The Agreement contains further provisions for the acquisition of all issued and outstanding equity interests of Richcorp from remaining Richcorp shareholders. The Agreement has an effective date of August 1, 2005 and provides that the Purchased Shares shall be delivered to Geotec on August 1, 2005.
As consideration for the Purchased Shares, Geotec is tendering ten thousand (10,000) shares of its preferred stock (the "Geotec Preferred Stock") to Richcorp shareholders. The Geotec Preferred Stock will be distributed on a pro rata basis to Mr. Richardson, those shareholders for which Mr. Richardson serves as a proxy, and all other shareholders of Richcorp that elect to exchange their equity interest in Richcorp for Geotec Preferred Stock. The Geotec Preferred Stock will be issued and held in escrow pending the share exchange scheduled for August 1, 2006, August 1, 2007 and August 1, 2008.
The Geotec Preferred Stock will contain preferences that entitle the holders of the Geotec Preferred Stock to a pro rata interest in a minimum of 2,100,000 shares of Geotec common stock, at a minimum, and up to 10,500,000 shares of Geotec common stock, based upon a formula for sales and resulting profits of the Richcorp Division of Geotec. This formula is scaled from $20,000,000 to $80,000,000 in annual profits for the maximum shares to be earned.
The Agreement provides that Richardson and Richcorp shall indemnify and hold harmless Geotec for various matters that may arise after execution of the Agreement and which relate to conduct occurring prior to execution of the Agreement.
As the result of the execution of the Agreement by the parties, Geotec obtains 100% voting control over Richcorp and its ownership rights to reserves of coking coal in Argentina exceeding 200,000,000 tons, as represented by Richcorp. Accordingly, the effect of the Agreement is to provide Geotec with the ability to control of over 200,000,000 tons of coke quality coal (asphaltite) and generate revenue to Richcorp/Geotec from the commercial exploitation of such commodity. The quality of the mined material is represented to be approximate 21-22,000 BTU per ton of asphaltite, with some deposits exceeding 31,000 BTU per ton.
In addition, Richcorp, Inc. has been pilot the capabilities of Dr. Richardson's other enzyme based processes for the washing and high grading of Asphaltite The material is a very rich source of hydrocarbons and has provided excellent results in the laboratory with regard to the types of hydrocarbons and the range of products that can be derived from these hydrocarbons. Testing using formula RLP-22, an enzyme formulation has proven that the hydrocarbons can not only be extracted, but the resulting products can be virtually metal free, due to RLP-22's ability to extract the metals and minerals from the diesel fuel produced and the fixed carbons that result from the process.
Richcorp, Inc. holds the rights to the enzyme formulations. These formulations are produced from industrial fermentations specifically designed to induce or inhibit the release of specific types of enzymes into an aqueous solution. These processes are an Intellectual Property and are protected as a Trade Secret. The enzyme processes and the supporting mechanical designs work in tandem to produce a desired result. The desired result may be the accelerated germination and growth of plants, the degradation of clays to alter soil structure for a properly developed root mass by the subject vegetation, the removal of hydrocarbons from soil or the removal of organo-metallic compounds in a fuel targeted for the consumer market. Richcorp will provide its technology to the commercial market through licensing of the technology for a particular purpose and the development of processes for the treatment, remediation or other applications that these formulations can be used to correct or change for a particular purpose.
These enzyme formulations are designed to produce enzymes that specifically attack the desired molecular bonds to detach the target contaminate. This process is realized by the interaction of several enzyme groups known as decombinanase, transferase and recombinase.
Further, the Company has studied the gasification capability of the Asphaltite and has determined that up to 7.5 Barrels of Oil Equivalent, in gas, may be able to be produced per ton of Asphaltite. The Company believes that TecEnergy's gasification equipment and processes can process about 10 tons per hour of Asphaltite, with a 20 hour a day operation. Richcorp's web site is www.richcorp.net.Posts: 105 | Registered: Jul 2003
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1. Richcorp, Inc. becomes a wholly owned subsidiary of Geotec. Check out the potential Richcorp brings to Geotec. http://www.richcorp.net/
2. 200 Million tons of coal.....this coal needs to be mined. "As the result of the execution of the Agreement by the parties, Geotec obtains 100% voting control over RICH and its ownership rights to reserves of coking coal in Argentina exceeding 200,000,000 tons, as represented by RICH. Accordingly, the effect of the Agreement is to provide Geotec with the ability to control of over 200,000,000 tons of coke quality coal (asphaltite) and generate revenue to RICH/Geotec from the commercial exploitation of such commodity. The quality of the mined material is represented to be approximate 21-22,000 BTU per ton of asphaltite."
3. Richcorp shareholders willing to lock up their GETC shares. Confidence in the performance by Richcorp and Geotec over the next five years. "Notwithstanding the above, all of the shares earned shall be subject to the same terms and conditions of the Buyer's share lock up agreement, which extends for 5 years, until February, 2010, which has been filed with the EDGAR service, for the Securities and Exchange Commission."
4. The amount of shares isssued to richcorp depends on the profit scale from $20 million to $80 million per year. Richcorp must believe they can reach the high end of the profit targets, thus earning near the max shares possible. Sure gives them an incentive. "The Geotec Preferred Stock will contain preferences that entitle the holders of the Geotec Preferred Stock to a pro rata interest in a minimum of 2,100,000 shares of Geotec common stock, at a minimum, and up to 10,500,000 shares of Geotec common stock, based upon a formula for sales and resulting profits of RICH. (Scaled from $20,000,000 to $80,000,000 in annual profits for the maximum shares to be earned.)"
Posts: 105 | Registered: Jul 2003
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1. Richcorp, Inc. becomes a wholly owned subsidiary of Geotec. Check out the potential Richcorp brings to Geotec. http://www.richcorp.net/
2. 200 Million tons of coal.....this coal needs to be mined. "As the result of the execution of the Agreement by the parties, Geotec obtains 100% voting control over RICH and its ownership rights to reserves of coking coal in Argentina exceeding 200,000,000 tons, as represented by RICH. Accordingly, the effect of the Agreement is to provide Geotec with the ability to control of over 200,000,000 tons of coke quality coal (asphaltite) and generate revenue to RICH/Geotec from the commercial exploitation of such commodity. The quality of the mined material is represented to be approximate 21-22,000 BTU per ton of asphaltite."
3. Richcorp shareholders willing to lock up their GETC shares. Confidence in the performance by Richcorp and Geotec over the next five years. "Notwithstanding the above, all of the shares earned shall be subject to the same terms and conditions of the Buyer's share lock up agreement, which extends for 5 years, until February, 2010, which has been filed with the EDGAR service, for the Securities and Exchange Commission."
4. The amount of shares isssued to richcorp depends on the profit scale from $20 million to $80 million per year. Richcorp must believe they can reach the high end of the profit targets, thus earning near the max shares possible. Sure gives them an incentive. "The Geotec Preferred Stock will contain preferences that entitle the holders of the Geotec Preferred Stock to a pro rata interest in a minimum of 2,100,000 shares of Geotec common stock, at a minimum, and up to 10,500,000 shares of Geotec common stock, based upon a formula for sales and resulting profits of RICH. (Scaled from $20,000,000 to $80,000,000 in annual profits for the maximum shares to be earned.)"
Posts: 105 | Registered: Jul 2003
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posted
This is a surprise and great news...terminate an acquisition if it cannot perform as required in the acquisition agreement. TelcoEnergy acquisition was terminated because they did not perform as required.
That is history and now to watch for what is working, making progress. Dump the weak links and keep focused on the strong links.
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Geotec Thermal Generators Inc · 8-K · For 10/3/5 Filed On 10/4/5 2:49pm ET · SEC File 0-26315 · Accession Number 1161697-5-1078
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On October 3, 2005, Geotec Thermal Generators, Inc. ("Geotec" or the "Company") terminated its agreement to acquire Kodiak Productions, Inc. ("Kodiak"), a Wyoming corporation, based upon Kodiak's failure to deliver agreed upon consideration for the transaction. The Company's board of directors has authorized the Company to commence litigation to recover $4,206,000.00 in damages that it has sustained from the transaction and to pursue other remedies.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GEOTEC THERMAL GENERATORS, INC.
By: /s/ Bradley T. Ray Bradley T. Ray Chairman of the Board of Directors
Posts: 105 | Registered: Jul 2003
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2707 South Cooper St. Suite 119 Arlington, TX 76015 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code)
Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2005, we entered into a Stock/Commodity Exchange Agreement with Geotec Thermal Generators, Inc., a Florida corporation that maintains its principal place of business at 110 East Atlantic Avenue, Suite 200, Delray Beach, FL 33444.
The Company acquired two hundred thousand tons of mined coal with a minimum appraisal of $4.6 million in exchange for one hundred thousand preferred shares of URBT (the "Preferred Shares" or "Securities") with a stated value, and convertible to $4.6 million worth of common stock of the Company (the "Common Shares").
URBT principal and CEO and Miles Investment Group, LLC, President and General Manager, Jacob R. Miles, III, has advised the Parties that Miles Investment Group, LLC will be providing URBT with a sufficient number of Common Shares to facilitate fulfillment of the conversion obligation of URBT set forth herein.
The proposed use of proceeds raised from the Company's exchange of the Shares for the coal is for the Company to build URBT's working capital and asset value.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Urban Television Network Corporation
Dated: October 4, 2005 /s/ Randy Moseley ------------------------------------ By: Randy Moseley Title: Chief Financial Officer
GEOTEC THERMAL GENERATORS, INC. a Florida corporation (the "Purchaser")
AND
URBAN TELEVISION NETWORK CORPORATION a Nevada corporation ("URBT" OR THE "COMPANY") THE SECURITIES EXCHANGED HEREBY HAVE NOT BEEN REGISTERED WITH; APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
URBT's SECURITIES INVOLVE A HIGH DEGREE OF RISK AND ARE SUITABLE ONLY FOR INVESTORS OF SUBSTANTIAL MEANS AND WHO HAVE NO NEED FOR LIQUIDITY IN THIS INVESTMENT.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933 ACT" or "SECURITIES ACT"), AS AMENDED, OR THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT AND ARE OFFERED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(2) OF THE 1933 ACT, SECTION 517.061(11)(a) OF THE FLORIDA STATUTES AND THE UNIFORM LIMITED OFFERING EXEMPTION IN OTHER STATES, AND MAY NOT BE SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, ACCEPTABLE TO URBT, THAT SUCH REGISTRATION IS NOT REQUIRED. FURTHER, THESE SECURITIES MAY BE SOLD ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION IN THE STATE THAT THEY ARE OFFERED AND MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS IN SUCH STATE ON TRANSFER.
-------------------------------------------------------------------------------- THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM URBT OR ANY AGENT ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS OR TAX ADVICE. EACH PARTY HERETO SHOULD CONSULT HIS OWN ATTORNEY, BUSINESS ADVISOR OR TAX ADVISOR AS TO LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THIS AGREEMENT. PROSPECTIVE INVESTORS ARE URGED TO REQUEST IN WRITING ANY ADDITIONAL INFORMATION THEY MAY CONSIDER NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION. THIS AGREEMENT DOES NOT, UNDER ANY CIRCUMSTANCES, CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES, IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, PURCHASE OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION. THE SECURITIES IDENTIFIED HEREIN ARE BEING OFFERED ONLY TO PERSONS OR ENTITIES WHO ARE ACQUIRING THE SECURITIES FOR INVESTMENT PURPOSES AND WITHOUT A VIEW TO, OR IN CONNECTION WITH, ANY RESALE OR DISTRIBUTION THEREOF IN VIOLATION OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND WHO ALSO SATISFY SUITABILITY REQUIREMENTS.
THE OFFERING PRICE OF THE SHARES HAS BEEN FIXED ARBITRARILY BY URBT. THERE IS NO ESTABLISHED MARKET VALUE FOR THE SHARES. EACH PARTY HERETO IS URGED TO MAKE AN INDEPENDENT EVALUATION OF THE FAIRNESS OF THE OFFERING PRICE.
STOCK/COMMODITY EXCHANGE AGREEMENT
This Stock/Commodity Exchange Agreement ("Agreement") is made by and between Urban Television Network Corporation ("URBT" or the "Company"), a Nevada corporation and Geotec Thermal Generators, Inc. (the "Purchaser"), a Florida corporation that maintains its principal place of business at 110 East Atlantic Avenue, Suite 200, Delray Beach, FL 33444, and is effective as of the last date of execution set forth below. URBT and Purchaser may be collectively referred to herein as the "Parties."
-------------------------------------------------------------------------------- WHEREAS, the Company desires to acquire two hundred thousand tons of mined coal, as described in the Moss Johnson Report, dated December 15, 2003, with a minimum appraisal of $4.6 million, from Purchaser, in exchange for one hundred thousand preferred shares of URBT (the "Preferred Shares" or "Securities") with a stated value, and convertible to $4.6 million worth of common stock of the Company (the "Common Shares"), subject to and in accordance with the terms and conditions hereof; and WHEREAS, URBT principal and CEO and Miles Investment Group, LLC, President and General Manager, Jacob R. Miles, III, has advised the Parties that Miles Investment Group, LLC will be providing URBT with a sufficient number of Common Shares to facilitate fulfillment of the conversion obligation of URBT set forth herein; however, the Parties recognize that such contribution by Miles Investment Group, LLC shall not be a condition precedent to any fulfillment of any obligation of URBT as identified herein; and
WHEREAS, the Purchaser desires to sell its coal to the Company in exchange for the Preferred Shares issued by the Company, subject to and in accordance with the terms hereof; and
NOW THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual covenants, considerations, conditions hereinafter set forth, the Purchaser and Company hereby agree as follows:
1. Securities/Commodities Exchanged
Pursuant to this Agreement ("Agreement") the Company is offering to Purchaser 100,000 convertible Preferred Shares that are convertible to, and at a stated value of $4.6 million worth of URBT Common Shares (with a $.001 par value) in exchange for Purchaser's tender of two hundred thousand (200,000) tons of mined coal (the "Coal") located on the land described as 14221 East Arrow Road, Cuba, Illinois 61427 and more specifically defined in the Moss Johnson and Associates Survey with specific legal descriptions attached. Upon closing on September 30, 2005 (the "Closing Date") of the transaction memorialized by this Agreement, Purchaser shall convey title to the Coal to the Company and thereafter, the Company shall have exclusive rights and title to the Coal. Alternatively, the Company agrees that Purchaser may tender, in place of the aforementioned Coal, other coal owned by the Purchaser from Argentina or other locations in the United States. The Preferred Shares may be converted, at the sole discretion of the Purchaser, at any time in an amount equal to the purchase price of the Common Shares of URBT at the bid price of the common stock of URBT on the date of this Agreement.
-------------------------------------------------------------------------------- 2. Company Acceptance
Purchaser's obligations under this Agreement will terminate if this Agreement is not accepted by the Company. This Agreement will not be binding on the Company until it has been accepted by the Company, as evidenced by the signature of its Chief Executive Officer. Within 10 days following its acceptance of this Agreement, the Company shall issue in the name of Purchaser, a certificate representing the number of Preferred Shares purchased.
3. Transfer of Ownership
Upon conclusion of this Agreement, the consideration paid for the Preferred Shares covered hereby will be received by, become the property of and be immediately available for use by the Company.
4. Exempt Transaction
The Preferred Shares that are distributed to be issued by the Company in accordance with its operating agreement and delivered to the Purchaser will not be registered under the Securities Act of 1933, as amended, Chapter 517, Florida Statutes, or any other states' securities laws, on the grounds that the transaction in which the shares are to be issued either qualifies for applicable exemptions from the securities registration requirements of such statutes or such registration requirements have been satisfied. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(2) of the Securities Act and Section 517.061(11) Florida Statutes; and, the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws is predicated in part on the representations, understandings and covenants set forth in this Agreement.
5. Purchaser Representations and Warranties
In order to induce the Company to accept the payment tendered and issue the Preferred Shares, the Purchaser represents and warrants to the Company, as follows:
a. Information About the Purchaser. The Purchaser is (i) an "accredited investor," as such term is defined in Regulation D, Rule 501; or (ii) a representative of individual(s) with documented authority to transact business on behalf such person or persons; or (iii) a foreign entity in good standing in
-------------------------------------------------------------------------------- the jurisdiction of its formation and/or operation; or (iv) a domestic corporation or entity in good standing, duly organized, recognized and existing in at least one of the several United States of America. The board of directors or other governing body of Purchaser has authorized the stock/commodity exchange contemplated herein and has obtained the necessary signatures on all required corporate or entity documents to memorialize or otherwise reflect the aforementioned authorization. b. Purchaser's Financial Sophistication. Purchaser is an entity that through its principals, members, shareholders, partners, Board of Directors, or other governing body, possesses sufficient financial, investment and/or business experience and/or acumen to adequately evaluate the merits, risks and characteristics of an investment in the Company. Purchaser has conducted a due diligence review of all information it deems material and necessary to an adequate evaluation of an investment in the Company.
c. Purchaser Recognizes Risks of Investment and Illiquidity. The Purchaser has sufficient financial resources to bear the risk of investing in the Company understanding that the illiquidity of the Preferred Shares and the restrictions on their transfer may require the Purchaser to bear the risk of such investment for an indefinite period of time. Purchaser understands that there is no public or private market or market value for the Preferred Shares and that none is likely to develop. Purchaser further acknowledges that it may not be able to sell the Preferred Shares; that the value per share paid by Purchaser has been arbitrarily established by the Company; and that the value of the Preferred Shares exchanged hereby may have no reasonable reciprocal value to the commodities tendered by Purchaser.
d. Purchaser Recognizes Making Investment With Extremely Limited Transferability. Purchaser is acquiring the Preferred Shares for the Purchaser's own account for investment, and without a view to, or in connection with, any resale or distribution thereof in violation of applicable state and federal securities laws. The Purchaser has no contract, understanding or arrangement with any person to sell, assign, transfer or pledge to such person, or anyone else, any portion of the Preferred Shares of URBT that may distributed in the future, and the Purchaser has no present plans or intentions to enter into any such contract, understanding or arrangement.
e. Lack of Registration of Securities. Purchaser acknowledges that the Preferred Shares offered, purchased and sold herein are not registered with the United States Securities and Exchange Commission, the State of Florida, or any other state securities regulatory body and that the statutory protection provided by such registration is not available.
-------------------------------------------------------------------------------- f. Access to Material Information. Purchaser acknowledges that it and/or its representatives have been given reasonable access to, or the furnishing of, all material information prior to the sale of the Preferred Shares herein relating to: (i) All material books and records of the Company;
(ii) All material contracts and documents relating to the proposed transaction;
(iii) An opportunity to question the appropriate executive officers or principals of the Company;
(iv) Any additional information deemed necessary by Purchaser to evaluate the investment or to verify any information necessary to evaluate the investment or to verify any information or representation; and
(v) make such other investigation as Purchaser considered appropriate or necessary to evaluate the business and financial affairs and condition of the Company.
g. Management Response to Requests For Information. Purchaser acknowledges that Management of the Company has answered all questions asked by it or its representatives, and they have either furnished to such individuals, or granted them reasonable access to, all records, contracts, documents, and other information requested by them regarding the Shares, and the business and financial affairs and condition of the Company, provided such information is not otherwise subject to prohibitions against disclosure pursuant to applicable rules, regulations, statutes or contractual agreements to which the Company is a party.
h. No Federal or State Endorsement. Purchaser understands that:
(i) No state or federal agency has passed upon the URBT Preferred Shares that may be issued or made any finding or determination as to the fairness of the Preferred Shares as an investment;
(ii) The Preferred Shares have not been, and will not be, registered under either the Securities Act of 1933, as amended, or any state securities law including the Florida Securities and Investor Protection Act, as amended;
-------------------------------------------------------------------------------- (iii) The Preferred Shares cannot be offered for sale, sold, assigned, pledged, hypothecated, or otherwise transferred or encumbered during the two years from the date of sale of the Preferred Shares and then only in compliance with the Company's bylaws, and (iv) The Company has not agreed, and is not obligated, to register any resale or other transfer of the Preferred Shares under any state or federal securities law or to take any action to enable it to qualify for an exemption from registration under any of those laws with respect to a resale or other transfer of the Preferred Shares.
i. Nontransferability of Preferred Shares. Purchaser will not offer, sell, assign, pledge, hypothecate, or otherwise transfer at any time any of the Preferred Shares absent registration of the transaction under applicable federal securities laws, the Florida Securities and Investor Protection Act, as amended, and every other applicable state securities law or delivery of an opinion of counsel satisfactory to the Company that registration is not required under any of those laws. Notwithstanding any transactional exemption from registration that may apply to any transfer of the Preferred Shares, Purchaser agrees that any transferee of the URBT Preferred Shares who receives the Preferred Shares within two years of their date of issuance hereunder shall be deemed an "affiliate" as such term is defined in Securities and Exchange Commission Rule 144(a)(1) and therefore be subject to all restrictions on sales of restricted securities that apply to "affiliates" under SEC Rule 144. Purchaser agrees to notify all transferees of the URBT Preferred Shares (who may not otherwise be deemed "affiliates") regarding this particular application of SEC Rule 144 to the transfer or resale of the URBT Preferred Shares.
j. URBT Shares are Restricted Securities. Purchaser understands that, in addition to and in furtherance of the transfer restrictions stated above:
(i) The Company will record stop transfer instructions in its stock record books to restrict an impermissible resale or other transfer of the URBT Preferred Shares; and
(ii) Each document evidencing the URBT Preferred Shares will bear a restrictive legend in substantially the following form:
The shares evidenced by this certificate have not been registered under either the Securities Act of 1933, as amended, or the securities laws of any state including the Florida Securities and Investor Protection Act, as amended. These Preferred Shares may not be offered for sale, sold, assigned, pledged, hypothecated, or otherwise transferred: at any time absent either (A) registration of the transaction under the
-------------------------------------------------------------------------------- Securities Act of 1933, as amended, the Florida Securities and Investor Protection Act, as amended, and every other applicable state securities law or (B) the issuer's receipt of an acceptable opinion of counsel that registration of the transaction under those laws is not required k. URBT is a Reporting Entity. Purchaser understands that URBT does file periodic reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.
l. Tax Consequences. Purchaser understands that neither the Company, nor any officer, director or professional advisor of the Company, makes any representation or warranty to it with respect to, or assumes any responsibility for, the federal income tax consequences to it of an investment in the Preferred Shares.
m. Sophistication of Purchaser. Because of Purchaser's knowledge and experience in financial and business matters, it and its principals are able to evaluate the merits, risks, and other factors bearing upon the suitability of the Preferred Shares as an investment for Purchaser, and it has been afforded adequate opportunity to evaluate this proposed investment in light of those factors, its financial condition, and its investment knowledge and experience. Purchaser further acknowledges that it has adequate net worth and annual income to provide for its current financial needs and possible future contingencies and does not have an existing or foreseeable future need for liquidity of its investment in the Preferred Shares. Also, it is otherwise able to bear the economic risk of an investment in the Preferred Shares, and has sufficient net worth and annual income to sustain a loss of all or part of its investment in the Preferred Shares if that were to occur and to withstand the probable inability to publicly sell, transfer, or otherwise dispose of the URBT Preferred Shares distributed by the Company for an indefinite period of time.
n. Clear Title to the Coal. The Purchaser has good and clear record and marketable title to the Coal conveyed hereby, free and clear of all liens, security interests, mortgages and encumbrances of any kind. Notwithstanding the foregoing, it is generally understood that there will be processing and transportation costs associated with commercial exploitation of the Coal that will not encumber the Coal in any manner contrary to the representations in this paragraph. Further, is understood between the parties that when the Company's Coal is to be sold, that the Purchaser will process and sell the Coal at the expense of the Company, which is reasonably anticipated to be lower than $15 per ton, that the Purchaser will arrange for, and orchestrate the sale of the Coal, with the net proceeds to be provided to the Company. The value of the coal, at the time of transfer has a bookable value of a minimum of $4.6 million.
-------------------------------------------------------------------------------- 6. Company Representations and Warranties
As of the date it accepts Purchaser's subscription to purchase the Shares, the Company represents and warrants to Purchaser the following:
a. URBT Status; Capitalization. URBT is a corporation incorporated and validly existing in good standing under the laws of the State of Nevada and has all requisite power and authority to own its assets and to conduct its business as now conducted. The Articles of Incorporation (as amended) of the Company presently authorized issuance of 200,000,000 shares of common stock ($0.0001 par value) and 500,000 shares of preferred stock ($1.00 par value). Upon issuance of the shares contemplated by the Company's Stock Subscription Agreement with URBT, the Company will have approximately 133,000,000 shares of common stock and 100,000 shares of preferred stock issued and outstanding.
b. Valid and Binding Obligation of Company. The Company's execution, delivery, and performance of this Agreement have been authorized by all requisite corporate action of the Company, will not conflict with its bylaws or articles of incorporation, and will not constitute a breach or violation of, or a default under, any material lease, contract, agreement, instrument, indenture, or mortgage to which the Company is a party or to which any significant part of its property is subject. This Agreement is a valid and binding obligation of the Company.
c. Access to Material Information. The Company has provided to the Purchaser reasonable access to, or the furnishing of, material information, prior to the sale to the Purchaser, of the following information:
(i) All material books and records of the Company; (ii) All material contracts and documents relating to the proposed transaction; (iii) An opportunity to question the appropriate executive officers or principals; and (iv) All facts material to the transaction involving the sale of the Company's Preferred Shares.
d. Non-registration of Securities. The Preferred Shares offered, purchased and sold herein have not been registered with the United States Securities and Exchange Commission or the State of Florida or any other state securities regulatory agency.
-------------------------------------------------------------------------------- e. Securities Sold in Exempt Transaction. The offer, purchase and sale of Preferred Shares referenced herein is accomplished in reliance upon Section 4(2) of the Securities Act of 1933 as an exempt transaction in compliance with the aforementioned section. f. Blue Sky Exemption From Registration. The Company is relying in the State of Florida on Section 517.061(11)(a), Florida Statutes, and Rule 69W-500.005, of the Florida Administrative Code, thereby claiming that the offer, purchase and sale of securities pursuant hereto is occurring in an exempt transaction under the aforementioned Florida Statute and Rules promulgated thereunder. The Company also is relying upon the exempt transaction or qualification provisions of various other states' securities laws in connection with this offer of its Preferred Shares.
g. Rejection of Liabilities. The Company specifically rejects assumption of any liabilities or contingent liabilities relating to the Coal and which existed or should have been known by Purchaser to exist on or before the Closing Date.
h. Piggyback Registration Rights. The Company has and hereby grants Purchaser piggyback registration rights with respect to the URBT Shares. The Company agrees that in the event it files a registration statement in the future to register any URBT Shares with the United States Securities and Exchange Commission, the URBT Shares purchased pursuant to this Agreement shall be subject to and included in such registration statement.
i. URBT Public Filings. URBT represents and warrants to Purchaser that there are no misrepresentations or omissions of material fact contained in any of its filings submitted to the Securities and Exchange Commission within the last 24 months prior to the execution of this Agreement and that there has been no material adverse change in its financial condition since the filing of its last Form 10QSB.
7. Jurisdiction and Venue
This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of state of Florida without regard to any statutory or common-law provision pertaining to conflicts of laws. The Parties agree that courts of competent jurisdiction in Palm Beach County, Florida and the United States District Court for the Southern District of Florida, Tampa Division shall have concurrent jurisdiction with the arbitration tribunals of the American Arbitration Association for purposes of entering
-------------------------------------------------------------------------------- temporary, preliminary and permanent injunctive relief with regard to any action arising out of any breach or alleged breach of this Agreement. The Parties agree to submit to the personal jurisdiction of such courts and any other applicable court within the state of Florida. The Purchaser further agrees that the mailing of any process shall constitute valid and lawful process against the Purchaser. The Purchaser waives any claim that the Purchaser may have that any of the foregoing courts is an inconvenient forum. 8. Arbitration Agreement
The Parties agree that all controversies, claims, disputes and matters in question arising out of, or related to, this Agreement, the breach of this Agreement, the purchase of the Company's Preferred Shares pursuant to this Agreement or any other matter or claim whatsoever shall be decided by binding arbitration before the American Arbitration Association, utilizing its Commercial Rules. Venue for any arbitration between the Parties shall be had and is mandatory in West Palm Beach, Palm Beach County, Florida to the exclusion of all other places of venue, for all matters that arise under this Agreement.
9. Termination
a. Termination of Agreement. The Parties may terminate this Agreement as provided below:
(i) Purchaser and the Company may terminate this Agreement by mutual written consent at any time prior to the Closing;
(ii) Purchaser may terminate this Agreement by giving written notice to the Company at any time prior to the Closing (A) in the event the Company has breached any representation, warranty, or covenant contained in this Agreement in any material respect, Purchaser has notified the Company of the breach, and the breach has continued without cure for a period of 10 days after the notice of breach or (B) if the Closing shall not have occurred on or before September 30, 2005 (or such later date as may be mutually agreed to by the Parties unless the failure results primarily from Purchaser breaching any representation, warranty, or covenant contained in this Agreement); and
(iii) The Company may terminate this Agreement by giving written notice to Purchaser at any time prior to the Closing (A) in the event Purchaser has breached any representation, warranty or covenant contained in this Agreement in any material respect, the Company has notified Purchaser of the breach, and the breach has continued without cure for a period of 10 days after the notice of breach or (B) if the Closing shall not have occurred on or
-------------------------------------------------------------------------------- before September 30, 2005 (or such later date as may be mutually agreed to by the Parties unless the failure results primarily from the Company breaching any representation, warranty, or covenant contained in this Agreement). b. Effect of Termination. If any Party terminates this Agreement pursuant to this Section, all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party (except for any Liability of any Party then in breach). No termination of this Agreement shall relieve any party for its breach or violation of this Agreement.
10. Miscellaneous Provisions
a. Notices. Any notice required or provided for in this Agreement to be given to any party shall be mailed certified mail, return receipt requested, or hand delivered, to the party at the address set forth in the preamble.
b. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties.
c. Construction. The section headings, captions, or abbreviations are used for convenience only and shall not be resorted to for interpretation of this Agreement. Wherever the context so requires, the masculine shall refer to the feminine, the singular shall refer to the plural, and vice versa.
d. Fees. In the event that any party is required to engage the services of legal counsel to enforce its rights under this Agreement against any other party, regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attorneys' fees and costs from the other party, which in the event of litigation shall include fees and costs incurred at trial and on appeal.
e. Entire Agreement. This Agreement contains the entire understanding among the parties and supersedes any prior written or oral agreement between them respecting the subject matter of this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein.
f. Amendments. Any amendments to this Agreement shall be in writing signed by all parties.
-------------------------------------------------------------------------------- g. Severability. In case any one or more provisions contained in this Agreement shall, for any reason, be held invalid illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. h. Waiver. No consent or waiver, expressed or implied, by a party of any breach or default by any other party in the performance by that other party of its obligations hereunder shall be deemed or construed to be a consent or waiver to any other breach or default in the performance by such other party of the same or any other obligations of such other party hereunder. Failure on the art of any party to complain of any act or failure to act of another party or to declare that other party in default, irrespective of how long such failure continues, shall not constitute a waiver of such party of its rights hereunder.
i. Counterparts. This agreement may be executed in multiple counterparts each of which shall be deemed an original for all purposes.
j. Survival of Representations and Warranties. The representations and warranties set forth in this Agreement shall be continuing and shall survive the Closing Date.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth below.
Date: 9-30-2005 URBAN TELEVISION NETWORK CORPORATION
By: s/s Jacob R. Miles III --------------------------------- JACOB R. MILES, III, CHIEF EXECUTIVE OFFICER
Date: 9-30-05 GEOTEC THERMAL GENERATORS, INC.
By: s/s Bradley T. Ray --------------------------------- BRADLEY T. RAY, CHAIRMAN, PRESIDENT
Geotec and Richcorp have re-organized and are focusing their efforts as a team to effect a synergistic redirection of the two companies. Both companies became heavily involved in the research and acquisition of alternative fuel sources that relate specifically to heavy hydrocarbons and their conversion to lighter more useable forms. This synergy and symbiotic sense of purpose has resulted in both companies reconsidering their short term objectives. The long term objectives remain the same for both entities;
Geotec and Richcorp has become synonymous with the true definition of "GREEN ENERGY", as this is exactly what we want to do as suppliers of alternative energy sources, renewable energy sources and technologies and a provider of services to remediate the remnants of their short-sighted operations.
Our methods and ideologies have evolved by careful study of what the well known energy and mining companies do to extract resources, how they handle them and what they have left behind for someone else to deal with. We have also examined their lack of responsible action with the residues and waste products that are both left behind and created through the inefficient use of a precious commodities.
We will also augment conventional energy in a way that provides a positive impact to the conventional extraction of natural resources, the processing of conventional fossil fuels of all types and the conventional methods of producing electricity.
We have established synergistic strategic alliances with well documented and thoroughly researched technology providers and are establishing relationships with other companies with similar or symbiotic objectives.
Please peruse our website and become informed as to what is going on with energy and mining to comment and give us ideas that we can use to reform old methods and avail new methodologies to a commodity necessary to our everyday life and the lives of those to come.
[u]1.[/u] Outstanding shares: November 19, 2004 = 37,456,723 ------ 212,840,058 shares of Common Stock as of November 15, 2005
[u]2.[/u] Shares issued to bring assets into the company and grow the company are in a five year lock up till April 2010. The shares Rick Lueck owned prior to 2005 were also put into the five year lock up, about 10 million shares.
"Messrs. Lueck, Herman, Ray and Norris have entered into a Custodial and Shareholder's Agreement and have agreed to a lock up of their shares for a period of five years. Mr. Lueck has also agreed to lock up all of the shares he has previously owned, which is approximately 10 million shares of common stock."
[u]3.[/u] The tradable float is about 27 million, since the shares issued during 2005 and Rick's 10 Million are in a 5 year lock up.
[u]4. Owns and/or have options on Million of tons of laid up coal.[/u] "Geotec acquired 3,000,000 tons of laid up coal from Consolidated in exchange for 21,000,000 shares of the company's common stock."
"The Company also has approximately 5 million tons of coal that is laid up, and an option through CRB to an additional 16 million tons"
"In February 2005, the company announced that it had entered into a series of agreements, commitments and understandings pursuant to which we have acquired 700,000 tons of coal located on certain land described as 14221 East Arrow Road, Cuba, Illinois"
[u]5. Commodity Exchange Agreement with F T Leasing:[/u] On June 10, 2005, Geotec Thermal Generators, Inc. ("Geotec" or the "Company") entered into a Commodity Purchase Agreement (the "Agreement") with F T Leasing & Financial, Inc. ("F T Leasing"), a Colorado corporation that maintains its principal office at 1216 Columbia Drive, Longmont, Colorado 80503. Pursuant to the Agreement, Geotec has agreed to sell F T Leasing up to six million (6,000,000) tons of mined coal (the "Coal") over the next three years.
[u]6. Issued a PR in support of new Illinois law in support of coal gasification.[/u] "DELRAY BEACH, Fla., Jun 24, 2005 (BUSINESS WIRE) -- Geotec Thermal Generators, Inc. (OTCBB:GETC) welcomed its sought after support for the new Illinois State Law which opens up as many as 48 coal mines, with high sulfur content, to be gasified with technology developed by Geotec’s associated company, TecEnergy. http://www.tecenergylimited.com/index1.htmlTecEnergy’sgasification units process up to 11 tons of coal per hour, are portable, and cost less than $5 million for a complete operation. In addition, the BTU output of the gas is also significantly increased. This technology also eliminates sulfur from being released into the atmosphere, which permits the company to receive carbon credits for the environmentally friendly disposal of coal. Carbon credits have increased, in past months, to over $35 per ton of coal that is gasified."
[u]7. Acquisition of Richcorp.[/u] "On Tuesday, July 26, 2005, the Company executed a Share Exchange Agreement with Richcorp, Inc., a Florida corporation, and Mr. William Richardson, President of Richcorp. Geotec is acquiring the equity ownership of Richcorp."
"Said distribution shall occur after the August 1, 2006, August 1, 2007, and August 1, 2008, equal to one-third of the total exchange of shares, date thereof. Notwithstanding the above, all of the shares earned shall be subject to the same terms and conditions of the Buyer’s share lock up agreement, which extends for 5 years, until February, 2010, which has been filed with the EDGAR service, for the Securities and Exchange Commission."
"Richcorp also has prior experience with at least one major oil company and the demonstration of this technology in oil applications. Heavy crude oil has been improved to yield “lighter” oils (“API shifting”) with reduced sulfur and metals in upstream and downstream oil processing."
[u]8. Richcorp has over 200 million of tons of Asphaltite in Argentina.[/u] "Accordingly, the effect of the Agreement is to provide Geotec with the ability to control of over 200,000,000 tons of coke quality coal (asphaltite) and generate revenue to Richcorp/Geotec from the commercial exploitation of such commodity. The quality of the mined material is represented to be approximate 17,000 BTU per ton of asphaltite."
"In addition, Richcorp, Inc. has the capabilities of Dr. Richardson's other enzyme based processes for the washing and high grading of Asphaltite The material is a very rich source of hydrocarbons and has provided excellent results in the laboratory with regard to the types of hydrocarbons and the range of products that can be derived from these hydrocarbons. Testing using formula RLP-22, an enzyme formulation has proven that the hydrocarbons can not only be extracted, but the resulting products can be virtually metal free, due to RLP 22's ability to extract the metals and minerals from the diesel fuel produced and the fixed carbons that result from the process."
"Further, the Company has studied the gasification capability of the Asphaltite and has determined that up to 7.5 Barrels of Oil Equivalent, in gas, may be able to be produced per ton of Asphaltite. The Company believes that TecEnergy's gasification equipment and processes can process about 10 tons per hour of Asphaltite, with a 20 hour a day operation."
"the Company intends to receive carbon credits for coal or asphaltite (in Argentina) that is produced into fertilizer. In addition, high sulfur coal that is of little value to most users may be used for this process. Carbon credits are currently priced at about $38 per ton of coal. Sulfur credits, which could apply to gasification or production of fertilizer from coal, are prices at near $900 per ton of sulfur. If a ton of coal has 5% sulfur, then one ton of coal would generate 1/20th the sulfur credit or approximately $45 per ton of coal, if gasified or produced into fertilizer."
[u]10. TecEnergy was referred to as an associate.[/u] Read the two PRs issued by TecEnergy on November 7,2005 of plans to acquire funding. Also the PRs in Dec and Jan. Symbol is CGGE.
"DELRAY BEACH, Fla., Jun 24, 2005 (BUSINESS WIRE) -- Geotec Thermal Generators, Inc. (OTCBB:GETC) welcomed its sought after support for the new Illinois State Law which opens up as many as 48 coal mines, with high sulfur content, to be gasified with technology developed by Geotec’s associated company, TecEnergy. http://www.tecenergylimited.com/index1.htmlTecEnergy’sgasification units process up to 11 tons of coal per hour, are portable, and cost less than $5 million for a complete operation. In addition, the BTU output of the gas is also significantly increased. This technology also eliminates sulfur from being released into the atmosphere, which permits the company to receive carbon credits for the environmentally friendly disposal of coal. Carbon credits have increased, in past months, to over $35 per ton of coal that is gasified."
"the Company has studied the gasification capability of the Asphaltite and has determined that up to 7.5 Barrels of Oil Equivalent, in gas, may be able to be produced per ton of Asphaltite. The Company believes that TecEnergy's gasification equipment and processes can process about 10 tons per hour of Asphaltite, with a 20 hour a day operation."
"TecEnergy, Ltd, which is a producer of gasification equipment that, as of the publication of this report, is just now producing commercial units for sale in Europe, with one unit also in the oil/gas fields of Oklahoma. It is anticipated by Management that these gasification units, which are also micro-power generators, will be able to utilize the Company's coal to produce a high output form of methane gas. This gas, when sold could produce a higher profit stream for the Company than just the sale of coal. Results from this gasification method indicate a production of hydrocarbons and power equivalent to over $80 per ton of coal."
[u]11. Equity/coal exchange with Urban Television.[/u] "On September 30, 2005, the Company sold 200,000 tons of coal to URBAN TELEVISION NETWORK CORPORATION located at 2707 South Cooper St. Suite 119 Arlington, TX 76015 through a Commodity Exchange Agreement, with a minimum appraisal of $4.6 million in exchange for one hundred thousand preferred shares of Urban Television with a stated value, and convertible to $4.6 million worth of common stock of the Urban Television."
[u]12. Enzyme/protein technology.[/u] "1.04 Pro Rata Distribution of the Preferred Shares. The Preferred Shares shall be distributed on a pro rata basis to (a) Seller; (b) those shareholders for which Seller is acting as a proxy (Note: Seller and those shareholders for which Seller is acting as a proxy shall be referred to collectively herein as (Seller(); and (c) all other shareholders of the Company that elect to exchange their common stock in the Company for preferred stock issued by Buyer. Said distribution shall occur on the anniversaries of this agreement defined as the dates of November 1, 2006, November 1, 2007, and November 1, 2008, equal to one-third of the total exchange of shares, date thereof. Notwithstanding the above, all of the shares earned shall be subject to the same terms and conditions of the Buyer’s share lock up agreement, which extends for 5 years, until April, 2010, which has been filed with the EDGAR service, for the Securities and Exchange Commission."
"Richcorp’s technology comprises the high volume, recombinant engineered manufacturing of numerous proteins/enzymes that can selectively react with specific hydrocarbons to decrease ash (overburden including clays, dolomites, etc.) sulfur or metal concentrations and thereby improving the coal quality and market value. This market value increase directly relates to the BTU or thermal value increase in the coal resulting from the protein/enzyme treatment. There are literally hundreds of millions of tons of coal that have been mined and deposited on open lands that do not meet the specifications of the electric power generation companies. The Company has identified a significant portion of this coal in the Appalachian Basins where the Richcorp technology could increase the quality and market value of the laid up coal, meeting the electric power plant requirements. The Richcorp technology has been utilized and approved by the EPA, (Environmental Protection Agency) whereby the remaining protein effluent can be returned into the environment without risk to plants, animals or ground water. Other washing methods have included chemicals and detergents at a high cost and environmental risk."
[u]A lot has been accomplished during 2005. Now, what are some of the areas Geotec might explore?[/u]
posted
Snipit from a statement from Geotec in August 2004 after they terminated the acquisition of TelcoEnergy: "Over the last 6-7 months Geotec Management has concentrated on the business opportunities of TelcoEnergy, as directed by TelcoEnergy Management. However, over the next thirty days, and beyond we will focus on Geotec's opportunities, and we will report to our shareholders on a timely basis, regarding this new directed effort."
From the Richcorp website, "Welcome to Geotec'Richcorp" page: "Geotec and Richcorp have re-organized and are focusing their efforts as a team to effect a synergistic redirection of the two companies. Both companies became heavily involved in the research and acquisition of alternative fuel sources that relate specifically to heavy hydrocarbons and their conversion to lighter more useable forms. This synergy and symbiotic sense of purpose has resulted in both companies reconsidering their short term objectives. The long term objectives remain the same for both entities;"
This was to me on my GETC board on Ihub. Take it for whatever its worth.
Posted by: LORTAP MACS In reply to: greatday88 who wrote msg# 411 Date:1/14/2006 11:37:02 PM Post #of 413
I think I can confirm that they are working on a nice deal, the next two weeks should be when you'll get all the details...
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8K - completed the acquisition of the mineral rights for 4 additional Asphaltite mines
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 31, 2006, Geotec Thermal Generators, Inc. (“Geotec” or the “Company”), through its wholly owned subsidiary, Richcorp, Inc., made the initial payments that completed the acquisition of the mineral rights for 4 additional Asphaltite mines (containing high volatile resource materials) in the Neuquen Province of Argentina. The Company obtained two Asphaltite mines from its acquisition of Richcorp, Inc., in 2005. The estimated reserves from the 2005 Richcorp acquisition were 200 Million tons. The total estimated reserves inclusive of these four additional mines bring the Company’s estimated reserves to 1.5 Billion tons. Engineering for these estimates and mining was evidenced to the Company in December, 2005 comprising about 7000 acres.
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8K selling 500,000 tons coal between April and Dec 2006
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
(a) Coal Sales Agreement. On March 3, 2006, Geotec Thermal Generators, Inc. (“Geotec” or the “Company”), executed a purchase order agreement with Island Sales Limited (“Island Sales”) (a copy of which is attached hereto) whereby the Company agreed to sell 500,000 tons of Pennsylvania processed clean coal to Island Sales between April and December, 2006, at the price of $47.10 per ton, subject to processing and delivery specifications. The coal is part of the 20,000,000 tons of Pennsylvania processed clean coal sold to Geotec by Ecotec Coal, LLC, a Florida limited liability company in December, 2005.
(b) Coal Processing Test Results. On January 27, 2006 the Company received coal washing test results from SGS Commercial Testing & Engineering Co. of Denver, Colorado, which provided independent verification and validation that chemical modification of the Pennsylvania coal utilizing the Company’s proprietary recombinant protein/enzyme technology increased the commercial value of such coal. The test results from the chemically processed coal demonstrate that the processed coal qualifies as “Refined Coal” as such term is defined in Section 45 of the Internal Revenue Code of 1986, as amended.
(c) Technical Testing Data. The results showed a 15.6 % increase in Btu per lb to 13,209 Btu; a decrease in Ash of 58% to 7.33% and a 20.2% decrease in lb. S02/mm Btu.
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212,840,058 shares of Common Stock outstanding as of November 15, 2005
What might be the value of the Pennsylvania processed clean coal and value per outstanding share:
500,000 tons times $47.10 per ton = $23,550,000 and using 212,840,058 outstanding shares = $0.111 per share.
19,500,000 tons times $47.10 per ton = $918,450,000 and using 212,840,058 outstanding shares = $4.315 per share.
20,000,000 tons times $47.10 per ton = $942,000,000 and using 212,840,058 outstanding shares = $4.426 per share.
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8K 03/31-engaged Pender Newkirk & Company LLP, Certified Public Accountants
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective March 30, 2006, Geotec Thermal Generators, Inc. (the "Company") engaged Pender Newkirk & Company LLP, Certified Public Accountants, as its new principal independent accountant for the fiscal year ended December 31, 2005. Pender Newkirk & Company LLP is succeeding Sherb & Co. LLP (“Sherb & Co.”) who resigned by letter dated April 22, 2005. Sherb & Co. had been the independent registered public accounting firm for and audited the financial statements of the Company as of December 31, 2004 and for the two years then ended.
The reports of Sherb & Co. on the financial statements of the Company for the past two fiscal years contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audit for the two most recent fiscal years and in connection with Sherb & Co.’s review of the subsequent interim periods preceding their resignation, there were no disagreements between the Company and Sherb & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Sherb & Co., would have caused Sherb & Co. to make reference thereto in their report on the Company’s financial statements for these fiscal years. During the two most recent fiscal years and prior to the date hereof, the Company had no reportable events (as defined in Item 304(a)(1) of Regulation S-B).
The Company did not previously consult with Pender Newkirk & Company LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject matter of a disagreement (as defined in Item 304(a)(1)(iv)(A) of Regulation S-B) between the Company and Sherb & Co. Neither has the Company received any written or oral advice concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue.
Pender Newkirk & Company LLP has reviewed the disclosure in this report before it was filed with the Commission and has been provided an opportunity to furnish the Company with a letter addressed to the Commission containing any new information, clarification of the Company's expression of its views, or the respects in which it does not agree with the statements made by the Company in response to Item 304 of Regulation S-B. Pender Newkirk & Company LLP did not furnish a letter to the Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GEOTEC THERMAL GENERATORS, INC.
By:/s/ Bradley T. Ray Bradley T. Ray, Chief Executive Officer
On May 2, 2006, a court order (the “Order”) affecting Geotec Thermal Generators, Inc. (“Geotec” or the “Company”) was rendered in the marital dissolution matter styled: Susan Norris v. O’Brian P. Norris, No. 05-4981 FMCE 3890 (Cty. Ct. Broward Cty.) (hereinafter referred to as the “Norris Litigation”). In the Norris Litigation, Geotec sought to vacate portions of a divorce decree (the “Divorce Decree”) that resulted in the issuance of 57,200,000 shares of Geotec common stock to Susan Norris’ designee, Equities First Holdings, LLC. Geotec contended that Susan Norris (or any other person or entity) has never tendered any money or services (i.e., consideration) for the shares of Geotec common stock that she sought to obtain as a “marital asset” in the Norris Litigation. In the May 2, 2006 Order, the court stated that the Divorce Decree “does not bind Geotec.” Accordingly, the Company instructed its transfer agent to cancel the 57,200,000 shares of its common stock issued to Susan Norris’ designee, Equities First Holdings, LLC and such shares have been cancelled.
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Plans to build a $612 million plant 50 miles northeast of Harrisburg PA to turn waste coal into diesel fuel. This article says 285 million tons of waste coal on 8,500 acres northeast and southwest Pennsylvania. http://www.pittsburghlive.com/x/pittsburghtrib/s_379376.htmlPosts: 105 | Registered: Jul 2003
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8K of 05/15/06 Amended and Restated Asset/Technology purchase agreements.
Item 1.01 Entry into a Material Definitive Agreement.
On May 12, 2006, Geotec Thermal Generators, Inc. (“Geotec” or the “Company”) entered into an Amended and Restated Asset Purchase Agreement (the “Asset Agreement”) with William D. Richardson, RichCorp, Inc. (“RichCorp”), RichCorp SRL (“Richcorp SRL”), an Argentine corporation and Rich Labs, Inc. (“Rich Labs”) to obtain contractual rights and/or mineral rights held by RichCorp and/or Richcorp SRL regarding coal and coal by-products derived from several coal mines in Argentina and to facilitate acquisition of additional coal rights throughout South America and elsewhere in the world, (all of such rights and interests, including after acquired coal rights and interests are hereinafter referred to as the “Coal Interests”) and, to obtain other assets from RichCorp and Rich Labs. The Asset Agreement follows completion of due diligence by the parties and their collective determination not to complete certain executory provisions of an agreement dated August 1, 2005.
In exchange for the Company’s acquisition of the Coal Interests, the Company has tendered 10,000 shares of its convertible preferred stock (the “Preferred Shares”) to RichCorp. The preferences relating to the Preferred Shares are summarized on each certificate representing such shares and entitle RichCorp to convert the Preferred Shares to 10.5 million (10,500,000) restricted shares of the Company’s common stock (the “Minimum Shares”) up to a maximum of 21 million (21,000,000) restricted shares of the Company’s common stock (the “Maximum Shares”) based upon certain EBITDA criteria. Conversion of the Preferred Shares may be deferred at the option of the RichCorp until August 1, 2007 or August 1, 2008. As of the execution of this Agreement, 3,500,000 restricted shares of the Geotec’s common stock (⅓ of the Minimum Shares) shall be deemed “earned” and may be issued and delivered to RichCorp. The balance (7,000,000 shares of Geotec’s common stock) of the Minimum Shares shall be deemed earned when EBITDA for RichCorp equals twenty million dollars ($20,000,000.00) per year. On a pro rata basis, shares of Geotec’s common stock above the Minimum Shares and up to the Maximum Shares shall be deemed earned when EBITDA for RichCorp exceeds twenty million dollars ($20,000,000.00) per year. The Maximum Shares shall be deemed earned when EBITDA for RichCorp equals forty million dollars ($40,000,000.00) per year. The total number of shares of Geotec’s common stock shall not exceed 21,000,000 under the conversion terms of this paragraph or the preferences of the convertible Preferred Shares.
Also, on May 12, 2006, the Company entered into an Amended and Restated Technology Purchase Agreement (the “Technology Agreement”) with William D. Richardson and RichCorp to acquire RichCorp’s technology for the treatment of hydrocarbons and that is suitable for washing and processing coal, among other things
(the “Enzyme Technology”). Specifically, the Company purchased all of the Enzyme Technology which consists of rights to the proprietary technology related to the production, sale, use and management of said technology to cleave and bind specific molecules in the following arenas of application which include crude oil, blended oil, coal, refined oil and its products and sub-products, removal of sulfur and metals from hydrocarbons base materials including coal, renewable energy applications, environmental remediation, environmental applications for abatement and reduction, and other materials (with the express exception of the agricultural applications, metals extraction applications, mineral extraction applications and medical applications). The Technology Agreement amends, restates and clarifies an earlier agreement between the parties dated November 1, 2005.
In exchange for the Company’s acquisition of the Enzyme Technology, the Company has tendered to RichCorp as complete consideration for the Enzyme Technology purchase, a total of ten thousand (10,000) shares of the Company’s convertible preferred stock (the “Preferred Shares”) with stock conversion exchange dates of November 1, 2006, 2007 and 2008. The preferences relating to the Preferred Shares are summarized on each certificate representing such shares and entitle RichCorp to convert the Preferred Shares to 10.5 million (10,500,000) restricted shares of Geotec’s common stock (the “Minimum Shares”) up to a maximum of 21 million (21,000,000) restricted shares of Geotec’s common stock (the “Maximum Shares”) based upon certain EBITDA criteria. Conversion of the Preferred Shares may be deferred at the option of RichCorp until November 1, 2007 or November 1, 2008. As of the execution of this Agreement, 3,500,000 restricted shares of Geotec’s common stock (⅓ of the Minimum Shares) shall be deemed “earned” and may be issued and delivered to RichCorp, as referenced above. The balance (7,000,000 shares of Geotec’s common stock) of the Minimum Shares shall be deemed earned when EBITDA for RichCorp equals twenty million dollars ($20,000,000.00) per year. On a pro rata basis, shares of Geotec’s common stock above the Minimum Shares and up to the Maximum Shares shall be deemed earned when EBITDA for RichCorp exceeds twenty million dollars ($20,000,000.00) per year. The Maximum Shares shall be deemed earned when EBITDA for RichCorp equals forty million dollars ($40,000,000.00) per year. The total number of shares of Geotec’s common stock shall not exceed 21,000,000 under the conversion terms of this paragraph or the preferences of the Preferred Shares.
The parties to the Asset Agreement and the Technology Agreement have agreed that all of the Preferred Shares and restricted common stock of the Company earned and obtained upon conversion under the two agreements shall be subject to the same restrictive transfer terms and conditions of Geotec’s share lock up agreement, which extends for 5 years, until April 30, 2010, as filed with the United States Securities and Exchange Commission via the EDGAR system. The parties agreed that the share lock up agreement and provisions of the Asset Agreement and the Technology Agreement prohibit transfer of the Preferred Shares and the restricted common stock of the Company earned and obtained upon conversion for a period of five years until April 30, 2010.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GEOTEC THERMAL GENERATORS, INC.
By:/s/
Bradley T. Ray
Bradley T. Ray, Chief Executive Officer
DATED: May 15, 2006
Current Report · Form 8-K Filing Table of Contents Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 16K 2: EX-10.1 Material Contract HTML 34K 3: EX-10.2 Material Contract HTML 35K
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Friday, July 07 GETC edged higher will all trades on the ASK except for one. Friday afternoon the Bid was changing to .066 and .067 without any trades. After day orders expired after market close, the Bid went to .06.
Strong buying at the open with the first trade for 50,000 shares.
Rec. Time Action Price Volume 3:47:52 PM Trade 0.07 11930 10:45:32 AM Trade 0.065 1800 (after this trade on ASK, the ask went to .07 and Bid .065) 10:28:58 AM Trade 0.06 6500 (trade on Bid) 9:43:02 AM Trade 0.065 10000 9:42:20 AM Trade 0.065 5000 9:37:42 AM Trade 0.06 5000 9:37:36 AM Trade 0.06 5000 9:37:28 AM Trade 0.06 50000
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