PGCX~~VIRTUAL SOURCING, INC. IPO
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Company Name VIRTUAL SOURCING, INC.
Company Address 1200 G ST NW
SUITE 800
WASHINGTON, DC 21046
Company Phone 877-291-0053
Company Website www.virtualsourcinginc.com
CEO Mario Faraone
Employees (as of 1/9/2015) 2
State of Inc NV
Fiscal Year End 6/30
Status Filed (3/3/2014)
Proposed Symbol --
Exchange OTCBB
Share Price $1.00
Shares Offered 35,000,000
Offer Amount $35,000,000.00
Total Expenses $41,508.00
Shares Over Alloted 0
Shareholder Shares Offered 10,000,000
Shares Outstanding 205,684,725
Lockup Period (days) 180
Lockup Expiration --
Quiet Period Expiration --
CIK 0001600103
Company Description
Virtual Sourcing, Inc. was formed under the laws of the State of Nevada on July
30, 1999 under the name Heritage Scholastic Corp. Heritage Scholastic Corp. was
engaged in the business of publishing and distributing supplemental history
textbooks for grades Kindergarten through 12. Heritage
Scholastic Corp.
generated nominal revenue from the sales of its products. On September 12, 2002,
the Company filed a Form 10 with the Securities and Exchange Commission, and
became a fully reporting entity. On January 27, 2005, Heritage Scholastic Corp.
entered into a Stock Purchase and Share Exchange Agreement with Nano Chemical
Systems, Inc. On February 15, 2005, pursuant to the Stock Purchase and Share
Exchange Agreement, the company changed its name to Nano Chemical Systems
Holdings, Inc. Nano Chemical Systems Holdings, Inc. was engaged in the
development of aerosol products and conducted operations in the field of
nanotechnology. Nano Chemical Systems, Inc. generated approximately 1.7 million
dollars in revenue from the sales of its products. On March 3, 2008, the Company
changed its name to Pangenex Corporation. Pangenex Corporation developed and
marketed novel, patented or patent pending condition specific nutraceuticals,
topical over the counter drugs and personal care products. Pangenex generated
approximately $250,000 from the sales of its products. On May 12, 2008, the
Company filed a Form 15 with the Securities and Exchange Commission in order to
terminate its duty to file reports under Sections 13 and 15(d) of the Securities
Exchange Act of 1934. On May 1, 2012, the Company amended its articles of
incorporation to authorize Series A and Series B Preferred Stock. On May 1,
2012, the Company changed its name to Virtual Sourcing, Inc. On March 6, 2013,
the Company acquired 80% of Allied Recycling Corp. Pursuant to the Stock
Purchase Agreement between the Company and Allied Recycling Corp., the Company
purchased 4,000 common shares, representing 80% of the issued and outstanding
common shares of Allied Recycling Corp. in exchange for 55,000,000 restricted
common shares, 999 Series A Preferred Shares and 100 Series B Preferred Shares
of the Company, with the Common and Preferred Stock being valued in aggregate at
$8,250,000. Allied Recycling Corp was formed in March 2013 to be engaged in
fiberglass recycling. Allied Recycling Corp. has begun searching for sources of
fiberglass waste, capital and equipment that could assist in reprocessing waste
and identifying the various types of waste. The Company's current focus is the
recycling and remediation of difficult waste streams including fiberglass
materials and other composites into recycled goods that can be sold to
individual and commercial purchasers. As of September 30, 2014, we had cash or
cash equivalents of $1,293. As of the date of this Prospectus, we have cash or
cash equivalents of $1,293. In the event that we do not raise sufficient capital
to further pursue our operations, and implement our planned future operations,
an investor’s entire investment could be lost.
The Company has begun its project of identifying potential acquisitions and
joint venture partners for both recycling of fiberglass waste and creation of
end-user products. By acquiring a broad base of both recyclers and producers,
VSI will be positioned to shoulder the enormous amount of fiberglass waste being
produced by manufacturers of fiberglass and their various customers.
Our subsidiary, Allied Recycling Corp (ARC), is engaged in the development of
recycling methods and production of its proposed recycled fiber products. While
these proposed recycled products may compete with certain recycled plastics, the
proposed ARC products will be unique in that fiberglass does not warp, corrode,
lose pigment, burn or melt. In addition, the proposed ARC products can be made
to any mass, weight, color or shape required by the customer.
Allied Recycling Corp. solves waste stream problems by removing all recyclable
fiber materials from the clients’ site and transporting them to our various
inventory locations. It is ARC's goal to keep cost neutral prices compared to
dumping at commercial dump sites. We are currently developing a mobile grinding
system that will allow for access to remote sites where materials may be limited
or transportation to distant inventory locations is cost prohibitive.
In conjunction with partners, licensors, and the manufacturers themselves, we
will utilize a number of facilities around the country for recycling of
fiberglass waste and production of useful end-products. Starting in a tri-state
region that includes West Virginia, Virginia, South Carolina and North Carolina,
the Company will construct or utilize other facilities and subsidiary companies
near major fiberglass manufacturing hubs. Additional locations will be developed
along the Atlantic seaboard and the Gulf Coast where abandoned, damaged, or
sunken boats may be salvaged for fiberglass that can then be used to manufacture
our proposed products. In order to pursue its strategic objectives, the Company
plans to utilize a portion of the proceeds received from this offering, as well
as its available cash, cash generated from operations and additional cash as may
be raised via equity or debt offerings as may be approved by its Board of
Directors. As of the date of this prospectus, neither the Company, nor Allied
Recycling Corp have contracts or agreements to purchase fiberglass waste,
purchase concrete, manufacture or produce our proposed products, or distribute
our proposed products.
On July 5, 2014, Allied Recycling Corp. entered into a Marketing Agreement with
EYII, LLC which has allowed Allied Recycling Corp. to obtain the exclusive
wholesale marketing rights to a chemical solution that increases the speed of
separation of oil and solids from water in existing tanks. The name of the
separation product is Kruud Kleen™. EYII has allowed Allied Recycling Corp. to
purchase the separation product for 2/3 of the suggested retail price at which
the product is customarily sold. Payment is owed by Allied Recycling Corp.
within five days of its receipt of payment by the customer. The Company plans to
sell such separation product to oil production and storage facilities in the
United States. The Company agreed to issue to EYII 5 million shares of its
common stock as payment for the exclusive wholesale marketing rights. The five
million shares to be issued pursuant to the agreement were issued on December 9,
2014. A purchase order was issued to Allied Recycling Corp. on July 23, 2014,
consisting of a minimum of 70 barrels per week and a maximum of 105 barrels per
week of the separation product to be provided to a third party. To date the
Company has sold 18 barrels and the Company is awaiting the completion of the
third party’s end user site to continue filling the purchase order.
The chemical, which was branded today as Kruud Kleen™, has a primary function is
to separate oil and water to recycle the water for use in fracking, pumping down
oil and gas wells or for agricultural irrigation. The separated oil is then
available for sale on the spot market. We are looking for other products
relative the oil patch to distribute as well so that we might be able to fulfill
all the needs of the oil service companies in recovering as much oil as possible
from the water and from other mud/slurry derived from pumping the well(s).
The product was in the process of being sold by the formula’s owners with
potential customers before our involvement. This is an exclusive U.S. wholesale
distribution agreement so all contacts by our supplier have been forwarded to
us. As of the date of this Prospectus, the Company has delivered 18 barrels. The
facility creating the product, which is owned and run by a third party, has been
operational, but is currently awaiting additional equipment in order to increase
its production. The Company is awaiting the completion of the third party’s end
user site to continue filling the purchase order. Currently, the barrels are
either drop shipped to the end user site or picked up by FYA Field Services, LLC
from the manufacturer. A small amount of the Kruud Kleen product is stored at a
site affiliated with a member of FYA Field Services, LLC. The Company plans on
continuing to have the barrels shipped or delivered by FYA Field Services, LLC.
Prior to the corporate entity of EYII, LLC being formed, the business was run by
its individual owners, and the business distributed products that its owners had
developed or agreed to sell on behalf of third party customers. The products
included Kruud Kleen, vertical windmills, water treatment systems and
centrifugal power systems.
Prior to the corporate entity of FYA Field Services, LLC being formed, the
business was run by its individual owners, and provided services to clean and
dispose of wastes derived from various activities in or around oil and gas
wells.
Norm Birmingham, a former officer of the Company, does not own any equity in
either EYII or FYA Field Services. Mr. Birmingham, as a favor to the individuals
who own EYII and FYA, who were running a business as individuals with no
corporate entity having been set up, set up the companies in order to give the
owners of EYII and FYA some liability protection and a corporate structure. The
businesses now operating under the names EYII and FYA were operating prior to
the formation of the actual corporate entities and are not startup business,
although they had not been run under a formal corporate entity. Mr. Birmingham
does not own any equity of EYII or FYA, and is therefore not involved in the
agreements between the Company, EYII and FYA. Mr. Birmingham resigned from his
positions as officer and director of the Company due to personal health
reasons. Mr. Birmingham currently assists with compliance work for the Company,
but does not have a contract with the Company and there are no plans to enter
into a contract with Mr. Birmingham. Mr. Birmingham is not a promoter, or in any
other way an affiliate of the Company. Gallant Acquisitions acted as the initial
resident agent for EYII and FYA in order to expedite the process of having EYII
and FYA formed prior to the contracts being signed, so the contracts would not
need to be signed directly with the individuals who own EYII and FYA. Gallant
Acquisitions Corp. is the resident agent for 9 companies in Wyoming, none of
which it owns.
The owner of the product formula has used it in various wells and tested it on
frack water, sludge from oil tanks and mud from wells over the last couple of
years. Every test on this formula has been successful in separating the oil from
the water in two to three days depending on the material being separated. The
savings comes from reducing the cost of other chemicals used, reduction in the
use of machinery plus reduced power and labor.
The purchase order requires a minimum purchase of 70 barrels per week and a
maximum of 105 barrels per week. The sales price is $1,000 per barrel and our
contract cost is $800 per barrel., which results in a minimum purchase annually
of $3,640,000 with the maximum being $5,460,000. The Company’s gross profit is
approximately $200 per barrel. The market price per barrel has been set by the
members of EYII and that is the standard price at which each barrel has been
sold over the previous two years by the owners of EYII.
The administrative office of the Company was located at 1200 G St. NW, Suite
800, Washington, DC 20005, and the company has changed locations due to a new
office lease. The new office address for the Company is 615 Washington,
Independence, KS 67301. Our telephone number: 877-291-0053. Our website:
www.virtualsourcinginc.com.
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