TKER - TASKER CAPITAL (OTCBB)
Date Open High Low Last Change Volume % Change
10/07/04 0.5200 0.6000 0.5200 0.5800 +0.0800 1637200 +16.00%
Composite Indicator
Trend Spotter TM Buy
Short Term Indicators
7 Day Average Directional Indicator Buy
10 - 8 Day Moving Average Hilo Channel Buy
20 Day Moving Average vs Price Buy
20 - 50 Day MACD Oscillator Buy
20 Day Bollinger Bands Buy
Short Term Indicators Average: 100% - Buy
20-Day Average Volume - 826100
Medium Term Indicators
40 Day Commodity Channel Index Buy
50 Day Moving Average vs Price Buy
20 - 100 Day MACD Oscillator Buy
50 Day Parabolic Time/Price Buy
Medium Term Indicators Average: 100% - Buy
50-Day Average Volume - 534994
Long Term Indicators
60 Day Commodity Channel Index Buy
100 Day Moving Average vs Price Buy
50 - 100 Day MACD Oscillator Buy
Long Term Indicators Average: 100% - Buy
100-Day Average Volume - 473747
Overall Average: 100% - Buy
Price Support Pivot Point Resistance
0.5800 0.4867 0.5667 0.6467
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Tasker Products Announces Initiative Into Poultry Industry
Monday September 20, 1:29 pm ET
Partners With Wynn Starr to Target the Poultry Processing Industry With Proprietary Technology
DANBURY, Conn., Sept. 20 /PRNewswire-FirstCall/ -- Tasker Capital Corp. (OTC Bulletin Board: TKER - News), a, distributor and marketer of a licensed proprietary technology that is highly effective in inhibiting pathogenic bacteria, announced today that it has entered into a partnership arrangement with Wynn Starr Specialty Flavors LLC (a wholly owned subsidiary of Wynn Starr Flavors), a leading supplier of culinary ingredients and technology to the food industry, to market Tasker's technology to the poultry processing industry.
Wynn Starr's operations are considered among the industry's best and its facilities are all USDA approved and includes a 70,000 square foot facility equipped with a state-of-the-art microbiology lab in Louisville, KY. The company, founded in 1988 with headquarters in Allendale, NJ, develops products and food processing technologies for the foodservice and processed food industries.
"Wynn Starr prides itself with staying on the cutting edge of technology and consumer trends in the food industry," commented Steve Zavagli, Wynn Starr's chairman and CEO. "Our initial analyses have indicated that Tasker's licensed technology is highly effective in significantly inhibiting pathogenic bacteria in an efficient and expeditious manner. We quickly recognized the applications of this technology for poultry processing and intend to vigorously market it directly to our existing client base and industry contacts, worldwide."
Bob Appleby, Tasker's president and CEO, stated, "We were very fortunate to have found a partner with the reputation, network and operating capacity as Wynn Starr to launch our presence in the poultry processing industry. The combination of our unique, licensed technology with Wynn Starr's proven deployment capabilities should have a profound impact on safe food production."
The alliance involves the utilization of Tasker's licensed, patented active ingredient. The end product is targeted for the poultry processing industry to be used in its disinfecting process. According to USDA statistics, approximately 44 billion pounds of chicken were processed during the twelve months ended April 2004 in the US, and an estimated 200 billion pounds are processed annually, worldwide. Prior to packaging, chickens are cleaned and sanitized to remove contamination.
Mr. Appleby continued, "We originally focused our technology on the oral care industry and were successful in developing a highly effective product that significantly reduces harmful bacteria in the oral cavity, throat and upper respiratory tract. With the bacteria significantly reduced, so are the sulfur compounds generated by bacteria that cause oral odors. We are currently working to develop the packaging and marketing strategy for Tasker's oral hygiene product." Mr. Appleby concluded, "Concurrent with the recent progress with our oral hygiene product, we conducted a study at the University of Georgia to determine the technology's effectiveness as a disinfectant for the poultry processing industry. The results were extremely encouraging and indicated material reductions in and/or elimination of salmonella typhimurium, listeria monocytogenes, staphylococcus aureus, E coli, shewanella putrefaciens and pseudomonas fluorescens.
The current process for preparing poultry for packaging and delivery requires the use of scalding tanks and chill water tanks in which the poultry are immersed. Because existing sanitizing products evaporate and become ineffectual at high temperatures, no sanitizing agent is used during the scalding process. Consequently, these tanks can become breeding grounds for cross contamination. Under the current process, it is not until the poultry are immersed in the chill liquid tank that the sanitation process begins. Since Tasker's product, which is FDA approved, is able to endure high temperatures, it can be used in the scalding tank as a sanitizing agent, thereby eliminating a substantial amount of bacteria in the initial process.
About Tasker Products
Tasker Products is a manufacturer, distributor and marketer of products using a unique, licensed, patented process that utilizes a highly charged, acidified, yet stable and safe solution, that enables copper sulfate, widely known for its bacteriostatic properties to remain active throughout a wide range of pH values. The company is continuing its clinical research and development of future products in the oral care, food processing, skin care and pet products industries. Presently the company markets Close Call(TM), the world's first clinically proven anti-microbial oral hygiene breath drink. Tasker Capital Corp. is headquartered in Danbury, Connecticut. To be added to the news distribution list, send an e-mail to tasker@wallstreetir.com. Additional information about Tasker is available at www.breathrephresh.com.
About Wynn Starr
Wynn Starr is a progressive, high quality food and ingredients company renowned for its authentic flavors, exceptional global customer service, business integrity, partnerships and innovative solutions. It combines culinary traditions with technology innovations to develop flavoring additives, food ingredients and new food technologies for the food service and processed food industries. Wynn Starr manufactures 1,500 different and unique products for customers throughout the world. Additional information about Wynn Starr is available at www.wynnstarr.com.
This release contains forward-looking statements that involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and performances, or achievements expressed or implied by the forward-looking statement. Actual future results and trends may differ materially from those made in or suggested by any forward-looking statements due to a variety of factors, including, for example, our ability to compete with other products in our space; the risk of unfavorable federal regulation; and the fact that our status as a development stage company makes our future unclear. Consequently you should not place undue reliance on these forward-looking statements. We discuss many of these and other risks and uncertainties in greater detail under the section entitled, "Risk Factors That May Affect Future Results" in Item 1 of the Company's Current Report on Form 10-KSB as filed with SEC on April 12, 2004.
For further information, please contact Joseph M. Zappulla of Wall Street Investor Relations, +1-212-681-4100, jzappulla@wallstreetir.com, for Tasker Capital Corp.
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Form 10QSB for TASKER CAPITAL CORP
16-Aug-2004
Quarterly Report
Item 2: Management's Discussion and Analysis or Plan of Operations
(a) Forward-Looking Statements
The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", 'will ", 'should", 'expect, "plan", 'intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports the Company files with the SEC. These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
(b) Plan of Operations
The Company has entered into an Exclusive License Agreement (the "License Agreement') with Pharlo Citrus Technologies, Inc. ("Pharlo"), a privately held development company, to use, sell, develop, market and distribute consumer deodorant breath products, animal deodorant breath products and soft drink products. Pursuant to the License Agreement, the Company has agreed to make royalty payments to Pharlo based on product sales and has issued warrants to Pharlo's stockholders to purchase an aggregate of 300,000 shares of the Company's common stock. In conjunction with the License Agreement, Tasker entered into a Production Agreement with Indian River Labs, Inc. ("Indian River'), a privately held manufacturing corporation affiliated with Pharlo. Indian River will manufacture and sell to the Company concentrates for the products licensed by Pharlo. Additionally, the Company has agreed to loan to Pharlo, pursuant to a Loan Agreement, up to $200,000, to finance a production facility to produce the licensed products. Pursuant to the terms of the Loan Agreement, the principal and interest on the notes evidencing the loan will be repaid in equal monthly installments commencing July 1, 2003, with the last payment due October l, 2012.
Also, the Company entered into agreements with a key employee and several consultants. The Company entered into an employment agreement with Arthur P. Bergeron pursuant to which Mr. Bergeron agreed to serve as the Company's Chief Executive Officer, President, Chief Financial Officer and Treasurer. Mr. Bergeron was also elected to the Company's Board of Directors. The Company agreed to pay Mr. Bergeron a base salary of $1,170.00 per month. In addition, the Company issued to Mr. Bergeron a non-qualified stock option to purchase up to 500,000 shares of the Company's common stock at an exercise price of $0.25 per share and a non-qualified stock option to purchase up to 1,000,000 shares of the Company's common stock at an exercise price of$0.25 per share, each grant subject to certain vesting provisions. On December 29, 2003, the Company issued to Mr. Bergeron a non-qualifying stock option to purchase up to 500,000 shares of the Company's common stock at an exercise price of $.025 per share. The Company also entered into consulting agreements with each of Richard Brutti and Richard Kirby to provide consulting services to the Company in connection with the development, marketing and sale of the consumable products. Mr. Kirby has also assigned to the Company certain of his interest in a Right of First Refusal Agreement with Pharlo with respect to certain additional licensed products. In connection with the consulting agreements, the Company issued to Mr. Brutti and Mr. Kirby, respectively, warrants to purchase 1,750,000 and 1,710,000 shares of the Company's common stock at an exercise price of $0.25 per share. Also, the Company has agreed to make bonus payments and to issue additional warrants to each based on the achievement of agreed upon sales milestones.
Further, the Company entered into a consulting agreement with Boston Financial Partners, Inc.("Boston Financial") to provide domestic and global strategic advice. Boston Financial agreed to provide consulting services to the Company in return for a warrant to purchase 500,000 shares of the Company's common stock at an exercise price of $0.25 per share. Subsequently, Boston Financial Partners, Inc. and the Company agreed to the cancellation of these warrants.
On February 9, 2004, Mr. Arthur P. Bergeron resigned as President and Chief Executive Officer and Mr. Robert P. Appleby was appointed President and Chief Executive Officer.
On the same day, Mr. James P. Burns was appointed Vice-President of Sales of the Corporation.
On May 14, 2004, Mr. Robert P. Appleby, Mr. James P. Burns and Mr. Gordon Davis were appointed to the Company's Board of Directors.
Immediately following their appointment Mr. Arthur P. Bergeron, Mr. Maurizio Grande and Mr. Michael Hu resigned as Directors. Mr. Arthur P. Bergeron also resigned as Chief Financial Officer, Treasurer and Secretary and the Board appointed Mr. Robert P. Appleby to succeed him in those positions on an interim basis. Mr. Bergeron will remain with the Company as a consultant.
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Tasker Capital Corp. Reaches Major Milestones
Monday July 26, 9:03 am ET
Successive Distribution Agreements Culminate in $1.6 Million Additional Financing
DANBURY, Conn., July 26 /PRNewswire-FirstCall/ -- Tasker Capital Corp./DBA Breath-Rephresh(TM) (OTC Bulletin Board: TKER - News) has recently announced a private placement that garnered the firm an additional $1.6 million in financing (see 8K). This announcement comes on the heels of several distribution agreements that are designed to launch the newly flavored oral hygiene drink to consumers throughout the U.S. and around the world.
Distribution agreements with In-Room Plus, Inc., a leading provider of food and beverage products for hotel mini-bars, Intrimex Trading LLC, a food distributor with a network of over 23,000 retail outlets, and Klaiber & Associates, a leading food broker in the Northeast with over 10,000 retail outlets have cemented the foundation for the company's launch of the revolutionary breath drink.
"It is very rewarding to see our efforts bearing fruit and getting recognition from the investment community," stated Bob Appleby, president and CEO. "This round of financing will enable us to complete the strategic moves necessary to introduce a disruptive technology to a multi-billion dollar industry."
The company also recently announced new flavors and other improvements on the original formula for the breath drink. These enhancements to an already successful beverage are expected to help propel the company's penetration into the oral hygiene markets.
"Several major retailers as well as additional food and beverage distributors have expressed a high degree of interest in the Breath Rephresh product," said Jim Burns, executive vice president. "The company expects to be announcing additional distribution agreements in the coming weeks. We are addressing a consumer need and retailers are enthusiastic about offering a totally new oral hygiene solution."
Breath-Rephresh is designed as a beverage to effectively eliminate the causes of bad breath both orally and in the upper respiratory tract. Breath- Rephresh is made of a trade secret formula, which includes the following natural ingredients: Shiitake mushroom extract, citrus extracts, vitamin B6, vitamin C, xylitol, copper sulfate, ginger and spearmint. Breath-Rephresh contains no alcohol and no sucrose (table sugar) unlike mouthwashes that are designed simply as an oral rinse and which are not to be consumed.
Associate clinical professors from a prominent university of dental medicine have shown in a pilot clinical trial how using Breath-Rephresh works quickly and effectively to control the bacteria that cause bad breath. The clinical trial demonstrated Breath-Rephresh reduced the volatile sulfur compounds known to cause bad breath. Participants in the study achieved a level of bacteria reduction that exceeded the levels of reduction displayed by other non-alcohol based commercially available products examined in earlier studies.
About Tasker Capital Corp./DBA Breath-Rephresh(TM)
Tasker Capital Corp. is a manufacturer, distributor and marketer of Breath-Rephresh(TM). Tasker Capital Corp. is continuing its clinical research and development of future products including a potential line of breath- freshening products for pets. Tasker Capital Corp., which has its headquarters in Danbury, Connecticut, is a publicly traded company formed in 1999 (OTC Bulletin Board: TKER - News). For more information on Tasker Capital Corp., please contact investor relations: Chris Rosgen, Capital Market Relations, (949) 481- 9739 or 800-710-3650. To be added to the news distribution list, send an e- mail to investorrelations@breathrephresh.com. Additional information about Tasker Capital Corp. is available at http://www.breathrephresh.com.
About Breath-Rephresh(TM)
Breath-Rephresh, The Oral-Hygiene Breath-drink, is a delightful-tasting beverage, designed to eliminate the cause of bad breath and provide long- lasting relief. One of its ingredients, xylitol, helps fight cavities and reduce plaque. It can be used a part of a person's daily oral hygiene regimen to control the bacteria that causes bad breath. Breath-Rephresh is effective immediately following the intake of particularly odorous substances, such as garlicky foods, onions, tobacco, cigars and strong-flavored beverages. Drink Breath-Rephresh for extra-protection beyond mouthwash, mints or gum. For more information please visit: http://www.breathrephresh.com. Questions or inquiries concerning retail distribution or private labeling opportunities should be directed to: Bob Appleby, president and CEO of Tasker Capital DBA- Breath-Rephresh, (203) 546-3555 or Jim Burns vice president of sales and marketing, (203)546-3555 or via e-mail: info@breathrephresh.com
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Form 8-K for TASKER CAPITAL CORP
22-Jul-2004
Other Events, Financial Statements and Exhibits
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On May 21, 2004, Tasker Capital Corporation ("the Company") enteredinto a Securities Purchase Agreement (the "Purchase Agreement"), with severalaccredited investors (collectively the "Purchasers"), under which the Companyissued and sold to the Purchasers in a private placement (i) $1,647,674 ofconvertible debentures with an original issue discount of 16%; and (ii) warrantsto purchase 3,461,500 shares of common stock at $0.25 per share. The warrantsexpire 5 years from the date of issuance.
OID CONVERTIBLE DEBENTURES
The principal amount of the debenture is repayable in shares ofcommon stock at a fixed conversion price of $0.20 per share. The aggregateprincipal amount of debentures is convertible into 8,238,370 shares of commonstock. The debenture is due on the second anniversary of the original issuedate. The holder shall not be entitled to convert and/or exercise theirsecurities in any amount which would result in the holder being the beneficialowner of more than 4.99% of the Company's common stock, unless 61 days' priornotice is given to the Company.
The conversion price of the debenture and the exercise price of thewarrants are subject to customary anti-dilution rights. In addition, if theCompany issues common stock at a price less than the conversion price of thedebenture and the exercise price of the warrant then such conversion andexercise price shall be reduced to such lower price.
OTHER TERMS
The Purchasers have registration rights for the common stockunderlying the above-referenced securities.
The terms this financing are complex. This summary of the terms isgeneral in nature and is qualified by reference to the actual agreementsattached as exhibits to the Company's filings with the SEC. Stockholdersdesiring a more complete understanding of these securities are urged to refer tosuch exhibits.
The issuance of the above-referenced securities were exempt fromregistration requirements of the Securities Act of 1933 pursuant to Section 4(2)of such Securities Act and Regulation D promulgated thereunder based upon therepresentations of each of the Investors that it was an "accredited investor"(as defined under Rule 501 of Regulation D) and that it was purchasing suchsecurities without a present view toward a distribution of the securities. Inaddition, there was no general advertisement conducted in connection with thesale of the securities.
The foregoing is not intended to be a full and complete descriptionof the transaction. Terms of the transaction are more fully described in thecopies of the transaction documents attached as exhibits to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following documents are filed as exhibits to this report:
Exhibit
Number Description
4.1 Securities Purchase Agreement dated as of July 21, 2004.
4.2 Registration Rights Agreement dated as of July 21, 2004.
4.3 Form of Common Stock Purchase Warrant dated as of July 21, 2004.
4.4 Form of Convertible Debenture dated as of July 21, 2004.
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