On July 21, 2006, Safe Travel Care, Inc. (“SFTV” or “Registrant”) entered into an agreement and plan of merger with Titan Energy Development, Inc. (“TEDI”) (the Merger Agreement or Stock Exchange Agreement). A copy of the Merger Agreement is being filed as Exhibit 10.2 to this Current Report.
The transaction described in the Merger Agreement is referred to in this Current Report as the Merger Transaction. A summary of the Merger Transaction, as well as the material terms and conditions of the Merger Agreement, are set forth below, but such summary is qualified in its entirety by the terms and condition of the Merger Agreement, which are incorporated herein by this reference.
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Titan will be another stock play (like ECCI NLST ...) for the hurricane seanon
TEDI (now SFTV) is the manufacturer of a mobile, multifunctional utility system, called the “Sentry 5000” designed for disaster recovery and response situations. The Sentry 5000 was designed and developed by Titan to be a smaller, completely self sufficient “first response” unit that will provide vital services in situations such as manmade or natural disasters. The Sentry 5000 generates electricity, provides heating and cooling, water filtration and satellite communications and is small enough to be transported by a pick up truck or SUV and operates on diesel fuel.
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Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equ
Item 2.01 Completion of Acquisition or Disposition of Assets. On July 21, 2006, the Registrant entered into the Merger Agreement, pursuant to which the Registrant completed the Merger Transaction and acquired TEDI from the TEDI Shareholders. The Merger was completed and closing occurred on August 4, 2006.
In exchange for transferring TEDI to the Registrant, the TEDI Shareholders received stock consideration consisting of 1,000,000 newly issued shares of the Registrants preferred stock, which were divided proportionally among the TEDI Shareholders in accordance with their respective ownership interests in TEDI immediately before the completion Merger Transaction.
There were no material relationships between the Registrant or its affiliates and any of the parties to the Merger Agreement, other than in respect of the Merger Agreement.
The Registrant was a shell company (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the Exchange Act) immediately before the completion of the Merger Transaction. Accordingly, pursuant to the requirements of Item 2.01(a)(f) of Form 8-K, set forth below is the information that would be required if the Registrant were filing a general form for registration of securities on Form 10-SB under the Exchange Act, reflecting the Registrant
A. Description of Business
The operating company, TEDI, is a company organized under the laws of Minnesota since July 14th, 2005.
TEDI (now SFTV) is the manufacturer of a mobile, multifunctional utility system, called the "Sentry 5000" designed for disaster recovery and response situations. The Sentry 5000 was designed and developed by Titan to be a smaller, completely self sufficient "first response" unit that will provide vital services in situations such as manmade or natural disasters. The Sentry 5000 generates electricity, provides heating and cooling, water filtration and satellite communications and is small enough to be transported by a pick up truck or SUV and operates on diesel fuel.
Disaster relief, public safety, military operations, peace keeping operations, remote industrial production and distribution, and remote healthcare delivery are global markets that require access to mobile, temporary service, essential utilities that can be easily transported to isolated geographic locations. These markets and services are currently served by a wide and disparate range of suppliers based both in the U.S. and abroad. The Sentry 5000 is designed for multiple emergency and remote access applications requiring rapid operational setup and global deployment. The unit is sized and priced to accommodate a variety of budgets ranging from small charity relief agencies to large government and military purchases.
The system is unique to the disaster recovery market in that it incorporates multiple, essential utilities into a compact, mobile container at a wholesale price of slightly over $150,000 per unit. Based on cumulative competitive research data to date, there does not appear to be any direct competition, with similar bundled, feature-to-feature functionality at the same target price point, currently available on the market.
TEDI's (and now SFTV's) flagship product is the Sentry 5000, a multifunctional utility system that is designed to fill a gap in the essential utility service market for temporary relief or repair applications. Its standard features include emergency power generation, water purification, heating & cooling, compressed air, voice and data communications, emergency area lighting, the ability to support up to an additional 50 KW of area lighting, power tool use or other emergency requirement for power source, a mobile trailer for transporting and an enclosure. There is no known competition with a similar breadth of essential utility services, at this price point, or easily transportable physical size.
TEDI is committed to the continual improvement in its product offerings and maintaining products that offer the highest level of service and support. To this end, TEDI is actively engaged with Wayne State University the US Army TARDEC and NextEnergy in a number of cooperative research and development activities to address these issues. Specific initiatives underway include:
Characterization of Fuel Properties of Synthetic/Petrol/Renewable Fuel TEDI (SFTV) will perform a systematic and comprehensive evaluation of fuel properties of Fischer-Tropsch synthetic fuel, and blends of synthetic and JP-8, synthetic and biodiesel, and JP-8 and biodiesel; and down-select fuel blends for engine and generator testings.
Optimization of Engine Control Strategy for Multiple Fuels TEDI (SFTV) will perform engine power testing and exhaust emission testing for selected Fischer-Tropsch synthetic fuel, and blends of synthetic with JP-8 or biodiesel, to optimize the engine control strategy. The goal is to develop a set of engine control parameters for different fuel and fuel blends.
Long-term Performance of Power Generator with Synthetic Fuel Blends TEDI (SFTV) will conduct a long-term performance testing of a Titan Sentry 5000 power generator with different synthetic fuel blends. The goal is to determine fuel compatibility, power performance, and component weakness.
The principal suppliers for TEDI (and now SFTV) are:
Katolight (MN company) - Provides Company with the trailer, aluminum enclosure, engine generator as well as assembly of the completed unit. . Noah Water (MI Company) - Manufacturer and provider of the Titan Water .
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Tomorrow will be a good day...I only have $288 worth though haha...guess I'll sell quickly to break even or a little more. Not worth holding with that little amount.
-------------------- Disclaimer: Not accountable for anything I say
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The part I like...I don't think we have seen the impact yet of what these "subsidiaries" are going to do to this stock.
The Registrant was a shell company (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately before the Merger Transaction. As a result of the Merger Transaction, the Registrant has acquired subsidiaries that possess operating businesses. Consequently, the Registrant believes that the Merger Transaction has caused it to cease to be a shell company. For information about the Merger Transaction, please see the information set forth above under Item 1.01 and Item 2.01 of this Current Report, which information is incorporated hereunder by this reference.
-------------------- Fred [IMG]http://renegade.iconlabs.net/images/tek.gif[/IMG]
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Been hanging onto this for a while now waiting for something positive like this. I would think a name change can't be too far away now. I would also guess any shorts would have to cover before a symbol change.
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The news didn't come out until approximately 3:15 pm est yesterday and it appears over 10M shares traded in less than an hour. I believe that SFTV would have gone a lot higher if it were not for long term holders taking profits. Today should bring in more buyers on expectation of a pr explaining the details of the TEDI merger and the valuation they bring to SFTV. Good luck
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I think SFTV has great potential, I will be holding my shares. Flannerey had me worried with that A/S increase. So I had to take a step back and look at the overall picture.
I got in SFTV because of the merger play. Flannery did this merger with no reverse split, which is a very big plus for me.
He released the audited financials for Titan. Those financial numbers stink. I take this as a CEO being honest with investors and not hiding the figures.(why release those figures if you planned to defruad investors) Apparently he doesn't think the financials reflect the true value of the company.
They put a valuation .849 on a million shares of prefered series B and common stocks for TEDI shareholders. I don't know how they got that number but both sides agreed to it.
I'm going to hold and see how Flannery runs this company.
Titan Energy originally formed tomake and market on-site renewableenergy systems that capturemethane gas from agriculture andanimal waste. The company hasrefocused efforts on developingmobile utility backup units. Thediesel-fueled emergency powergenerators can be pulled behind avehicle and supply power, waterpurification, heating and cooling, and satellite voice and datacommunications.Potential uses include natural-disaster sites, remote constructionlocations where there are no utilities, and military operations. The company has teamed with a St.Clair manufacturer to produce theunits, which will probably sell for$150,000. Titan’s revenue goal for2006 is nearly $4 million. Targetcustomers include the military, localgovernments, large constructioncompanies and disaster-reliefagencies
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Emerging Stock Report: Finding Safety in the Storm
Released : Friday, August 11, 2006 1:05 PM
RDATE:11082006
New regulations in some states are beginning to mandate that certain types of businesses have backup power supplies. Cities and municipalities are looking for compact, reliable solutions for power, air and water supplies in times of disaster.
The Emerging Stock Report is covering Safe Travel Care, Inc. (OTCBB:SFTV). The company recently released the audited financial statements for Titan Energy Development, Inc. of Detroit, Michigan. SFTV acquired 100% interest in Titan Energy, which now operates as a wholly owned subsidiary of the company.
Titan Energy Development, Inc., is the manufacturer of a mobile, multifunctional utility system, called the "Sentry 5000" designed for disaster recovery and response situations. The Sentry 5000 generates electricity, provides heating and cooling, water purification and satellite communications and is small enough to be transported by a pick up truck or SUV and operates on diesel fuel. With the acquisition completed, SFTV will now focus on the marketing of the Sentry 5000 to both government and private sector markets.
The Emerging Stock Report profiles emerging growth companies and brings them to the attention of the investment community ahead of the market providing concise analysis and resources required in determining when a stock appears poised for growth.
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Company Background: Seagrave Fire Apparatus, the oldest manufacturer of fire apparatus, was founded in 1881 in Detroit, Michigan, by Frederic Seagrave, and moved to Columbus, Ohio, in 1891. In 1963, it was acquired by FWD Corporation, bringing the leader in the fire industry to Clintonville, Wisconsin.
Seagrave Fire Apparatus, LLC is a portfolio company of FB Capital Partners, L.P., a private investment partnership based in Philadelphia, Pennsylvania. FB manages more than $850 million and invests in a wide variety of manufacturing, business services, finance and real estate companies.
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Excellent move by SFTV to make that alliance with Seagrave Fire Apparatus. Seagrave is a company that's been around for 125 years & is a portfolio company of FB Capital Partners. Here's their website: www.fbcp.com. This should create alot of revenue.
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