Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
8K last year on 11/08/19
You forgot to mention that the buys were 126 mil and the sells were 46 mil.
Nothing painted here. The last trade was at 1:36.
Buys are 3 to 1. Go DECN
Good find. Hopefully we get a PR soon from the Company.
Thanks. Great post.
So am I.
Nothing wrong with being a positive person. Keep up the good work. All imo.
I'm on your side.
From another board:
I spoke to Keith Berman today. Financials are up to date, they are working with OTC to uplist from pink sheets to OTC-QB if you know the difference, the highest level in OTC is QX. He said that breakeven cash flow wise is currently estimated at $300K per month, and we should be there in 2017. The lawsuit is humming along and the next point of response is about 10 days out. No settlement is going to quickly be reached but they have mediation to resolve it if JNJ is willing. He thinks JNJ will run this out as long as possible to delay a settlement, as long as the legal process allows them room to do so. He wouldn't say, can't name the large retailer they signed (agreements don't permit it), it will have to come in the way of adding another link to the sites carrying their product. I asked if he was happy with the progress they are making in getting these retailers signed, and he clearly is not. That impatience will serve to help us, as he pushes for more progress. He was very cordial, in fact returned my call the next day after leaving a message on their recorder. He thanked me for calling, so there you go. This is my 3rd or 4th conversation with him.
See Less
I personnaly hope a lot of people get what they deserve.
Everyone, check the DECN home page, a new article posted.
My hunch is that since your sold your 16 mil you want back in at a very low price.
New PR:
SpongeTech® Delivery Systems Off to the Races with Sarah Fisher at Chicagoland SpeedwayAugust 28, 2009 6:28 PM ET advertisement
Article tools E-mail this article Print-friendly version Discuss this articleStocks mentioned in this articleSpongetech Delivery Systems Inc (SPNG) Stock Quote, Chart, News, Add to WatchlistRecent investing newsSpongeTech Delivery Systems Off to the Races with Sarah Fisher at Chicagoland SpeedwayStocks mostly lower; Nasdaq buoyed by Intel newsNew trial hearing over for SC man in Zoloft caseCostly Alaska tree thinning project gets fed moneyAuction for Philly newspapers slated amid Ch. 11
All Business Wire newsSpongeTech® Delivery Systems, Inc. (“SpongeTech”) “The Smarter Sponge™”, (OTCBB: SPNG - News) is pleased to announce today that the Company is a new associate sponsor for Sarah Fisher Racing ("SFR") in the PEAK Antifreeze & Motor Oil Indy 300 at Chicagoland Speedway this weekend. Sarah Fisher, with SpongeTech in tow, will make her 7th start at Chicagoland Speedway on Saturday, August 29, 2009. This will be the last time her No. 67 Dollar General car will be used as the primary car, as Fisher was recently surprised with a backup car by one of her associate sponsors, Hartman Oil.
“We are excited to have SpongeTech be a part of our race in Chicago,” said Fisher. “They have a really cool product and we are happy they have come on board as a sponsor of SFR. I can’t wait to use the Pet Sponge on my dog, Wrigley. They even have one that cleans his bowl!”
“We are thrilled to sponsor such an exciting young racer in a sport we find to be extremely competitive. We wish Sarah all the best tomorrow!" commented SpongeTech’s COO, Steven Moskowitz. This weekend’s race at Chicagoland Speedway will take place at 9 p.m. and be shown live on the Versus Network.
SpongeTech has recently begun sponsoring multiple teams within the NFL, including the New York Giants and Jets. The Company continues to grow its sports sponsorship portfolio in 2009, which have included leveraging MLB teams, the World Football Challenge and the US Open.
About Sarah Fisher
At just 28 years old, Sarah Fisher has already competed in eight Indianapolis 500’s, been voted “Most Popular Driver” four times in two separate Series (IndyCar and NASCAR), been awarded “Indy’s Best & Brightest Leaders Under 40” and enters her second season as a team owner in 2009. Fisher is the first woman to qualify fastest for a major North American open-wheel event, the fastest woman to ever qualify for the Indy 500 and is the youngest woman to compete at the legendary Indianapolis Motor Speedway. Fisher has been a guest or profiled on a variety of national platforms such as, LIVE! with Regis & Kelly, The Tonight Show, The Daily Show with Jon Stewart, The Today Show, The Price is Right, Glamour, People and Forbes Magazine, to name a few. In 2008, she formed her own race team: Sarah Fisher Racing (SFR), and made her first start as a team owner in the IndyCar Series’ Indy 500. In May 2009, Fisher made her eighth start in the Indy 500, marking the most number of starts for a woman in the 93-year history of the race. For more information, please visit Sarah Fisher online at http://www.sarahfisher.com or follower her on Twitter @SarahFisher67.
About Sarah Fisher Racing (SFR)
Sarah Fisher Racing (SFR) is an auto racing team that competes in the IndyCar Series, founded by IndyCar Series veteran racer, Sarah Fisher. Fisher announced plans to become the IndyCar Series first female owner/driver and the youngest team owner on February 27, 2008, at Homestead-Miami Speedway alongside her father-in-law and Team Co-Owner, John O’Gara. The team is completing a custom schedule, which includes six IndyCar Series events in 2009, which includes the Indianapolis 500 with primary backing from Dollar General Stores. For more information, please visit Sarah Fisher Racing online at www.sarahfisherracing.com or follow them on Twitter @SarahFisher67.
About SpongeTech® Delivery Systems, Inc.
SpongeTech® Delivery Systems is a company which designs, produces, and markets unique lines of reusable cleaning products for Car Care, Child Care, Home Care and Pet Care usages. These sponge-like products utilize SpongeTech's proprietary, patent (and patent-pending) technologies and other technologies involving hydrophilic (liquid absorbing) foam, polyurethane matrices or other ingredients. The Company's sponge-like products are pre-loaded with specially formulated ingredients such as soap, conditioner and/or wax that are released when the sponge is soaked and applied to a surface with minimal pressure. SpongeTech is currently exploring additional applications for its technology in the health, beauty, and medical markets. SpongeTech® Delivery Systems, Inc. intends to globally brand its products as The Smarter Sponge™ .
Safe Harbor Statement
Under The Private Securities Litigation Reform Act of 1995: The statements in this presentation that relate to the Company's expectations with regard to the future impact on the Company's results from new products in development are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The results anticipated by any or all of these forward-looking statements may not occur. Additional risks and uncertainties are set forth in the Company's Annual Report on Form 10-KSB for the year ended May 31, 2008, the Company's Quarterly Report on Form 10-QSB for the Third quarter ended February 28, 2009. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company's plans or expectations.
SpongeTech® Delivery Systems, Inc.
Investor Relations:
1-877-776-6438
info@spongetech.com
or
Connecting Markets GmbH
Toll Free: +0800 100 42 92
Fon: +49 (0) 69 21 65 59 10
Fax: +49 (0) 69 21 65 59 11
Email: info@cmir.de
Copyright 2009 Business Wire
Back to Recent News
advertisement
I'm not sure this 8k has been report. If not here it is:
Form 8-K for SPONGETECH DELIVERY SYSTEMS INC
--------------------------------------------------------------------------------
15-Jul-2009
Entry into a Material Definitive Agreement, Completion of Acquisi
Item 1.01 Entry Into a Material Definitive Agreement
On July 9, 2009, SpongeTech Delivery Systems, Inc. ("SpongeTech," the "Company," "we," "us," or "our") closed the transaction contemplated by a certain Membership Interest Purchase Agreement, the salient terms of which are set forth in detail under Item 2.01 below. The identities of the parties to this material definitive agreement are set forth below and in the agreement attached as an exhibit to this Current Report on Form 8-K.
Dicon is a manufacturer of certain of the Company's products. Dicon has also performed research and development services and packaging and shipping services for the Company in the past. Additionally, the Company previously relied upon certain technology patents which are licensed by Dicon. The terms of the transaction and the purchase price agreed upon were the result of arm's length negotiations between SpongeTech, Dicon and the Dicon Equityholders.
Item 2.01 Completion or Acquisition or Disposition of Assets
On July 9, 2009 (the "Closing Date"), we consummated the acquisition (the "Acquisition") of Dicon Technologies, LLC ("Dicon"), pursuant to that certain Membership Interest Purchase Agreement (the "Agreement") dated as of July 9, 2009, which we entered into with Dicon and the equity owners of Dicon as sellers (the "Dicon Equityholders"). Pursuant to the Agreement, we acquired 100% of the membership interests in Dicon, for a purchase price of $2,350,000. In addition, we paid off Dicon's loan with Wachovia Bank, of approximately $2.2 million, and agreed to provide Dicon with (i) up to an additional $250,000 for Dicon's purchase of manufacturing equipment for a second production line dedicated to the manufacturing of our products, as well as (ii) an inter-company credit line of $270,000 for Dicon's general working capital needs. The only liabilities assumed pursuant to the Agreement are those that are incurred by Dicon in the ordinary course of business.
As a result of the closing of the Acquisition, Dicon became our wholly owned subsidiary.
The Agreement contains standard representations and warranties, and indemnification provisions, for a transaction of this type. In addition, the Dicon Equityholders (other than Wayne Celia, who is subject to the provisions of his Employment Agreement discussed below) agreed to certain confidentiality and non-disclosure provisions, as well as customary non-competition and non-interference for a period of five years from the Closing Date.
In connection with the Acquisition, Dicon entered into employment agreements with certain key employees, and we entered into an employment agreement with Wayne Celia (the "Employment Agreement"), pursuant to which Mr. Celia will serve as President and CEO of Dicon for a term commencing on July 1, 2009 and ending on December 31, 2011. Mr. Celia will report to our CEO, Michael Metter, and our CFO and COO, Steven Moskowitz. Pursuant to the Employment Agreement, Mr. Celia will be paid an annual salary of $265,000 for 2009, $274,275 for 2010 and $283,875 for 2011. In addition, he is entitled to certain incentive compensation payments that are linked to Dicon's achievement of certain projections relating to base year sales and base year earnings before interest, depreciation and amortization.
--------------------------------------------------------------------------------
We and Mr. Celia each have the right to terminate the Employment Agreement upon thirty days written notice. If the Employment Agreement is terminated by us "without cause," which would include termination by Mr. Celia for "Good Reason" (as defined in the Employment Agreement) or termination by us as result of a "Change of Control" transaction (as defined in the Employment Agreement), Mr. Celia will be entitled to receive a severance payment in an amount equal to his annual base salary then in effect. In addition, we will continue to pay Mr. Celia's health and disability insurance premiums for the longer of the twelve-month period, or the remainder of the term, following such termination. If Mr. Celia is terminated for "cause," Mr. Celia shall be entitled only to any unpaid salary through the date of termination. "Cause" is defined as: (i) an act or acts of personal dishonesty taken by Mr. Celia and intended to result in his substantial personal enrichment at the expense of Dicon or SpongeTech, (ii) subject to the following sentences, repeated violation by Mr. Celia of his material obligations under the Employment Agreement which are demonstrably willful and deliberate on his part (including, but not limited to, his failure to follow the instructions of SpongeTech's CEO, CFO or COO) and which are not remedied in a reasonable period of time after receipt of written notice from SpongeTech's or Dicon's Board of Directors, (iii) the willful engaging by Mr. Celia in illegal conduct, or gross misconduct, that is materially and demonstrably detrimental to Dicon or SpongeTech or the brand or reputation of Dicon or SpongeTech, respectively, monetarily or otherwise; or
(iv) his conviction of, or plea of nolo contendere to, any criminal act which is a felony.
Mr. Celia has agreed to preserve all confidential and proprietary information relating to Dicon's and SpongeTech's business during the term of his employment and thereafter. In addition, Mr. Celia has agreed to non-competition provisions that are in effect during the term of the Agreement and for one year thereafter, and non-solicitation provisions that are in effect for two years after termination of the Employment Agreement.
The foregoing summary of the agreements and transactions described in above is qualified in its entirety by reference to the definitive transaction documents, copies of which are attached as exhibits to the this Current Report on Form 8-K.
The Company announced this event by press release on July 9, 2009, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited financial statements of Dicon required by this item has not been filed with this initial Current Report on Form 8-K, but will be filed by amendment within 71 calendar days after the date this Current Report is filed.
(b) Pro forma financial information
The pro forma financial information required by this item has not been filed with this initial Current Report on Form 8-K, but will be filed by amendment within 71 calendar days after the date this Current Report is filed.
(c) Shell company transactions
Not applicable.
(d) Exhibits
Exhibit No. Description
10.1 Membership Interest Purchase Agreement dated as of July 9, 2009, by and
among SpongeTech Delivery Systems, Inc., Dicon Technologies LLC and the
sellers named therein.
10.2 Employment Agreement with Wayne Celia (included as Exhibit A in Exhibit
10.1 above).
99.1 Press Release of the Company dated July 9, 2009.
Anyone catch that Z trade at 16.53. 5250000
Just to let everyone know, I asked for an investor kit. It took 6 days to arrive and had 7 diff kits. Also had an investor booklet. The sponges have to be worth at least $50.00. Have not used any yet, but I will as soon as the cold wheather goes.
The 10q has been out:
Form 10QSB for VOYAGER PETROLEUM, INC.
--------------------------------------------------------------------------------
20-Aug-2007
Quarterly Report
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements of Voyager Petroleum, Inc. and related notes included elsewhere in this filing as well as the 10-KSB filed with the Securities and Exchange Commission on April 13, 2007. References in this section to "Voyager Petroleum, Inc.," the "Company," "we," "us," and "our" refer to Voyager Petroleum, Inc. and our direct and indirect subsidiaries on a consolidated basis unless the context indicates otherwise.
PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements contained in this Plan of Operation of this Quarterly Report on Form 10-QSB and elsewhere in this filing that are not statements of historical or current fact constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the actual results of the Company, performance (financial or operating) or achievements expressed or implied by such forward-looking statements not to occur or be realized. Such forward-looking statements generally are based upon the Company's best estimates of future results, general merger and acquisition activity in the marketplace, performance or achievement, current conditions and the most recent results of operations. Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "will," "project," "expect," "believe," "estimate," "anticipate," "intends," "continue," "potential," "opportunity," or similar terms, variations of those terms or the negative of those terms or other variations of those terms or comparable words or expressions.
OVERVIEW
Voyager Petroleum, Inc. intends to acquire reputable middle-market petroleum-based lubricant companies that compound, blend and package private label motor oil and related products as well as acquire facilities to conduct like operations. Acquisition candidates also include suppliers and distributors of these products.
The Company's strategy is to target companies with established wholesale and third-party labeled products, regional distribution channels and seasoned management that would recognize increased revenue and/or significant cost savings from an injection of working capital, wider distribution channels and vertical integration of supply, processing, packaging and distribution.
RECENT DEVELOPMENTS
On March 23, 2007, the Company formed a wholly-owned subsidiary, Sovereign Oil, Inc., a Nevada corporation, to run its Illinois operations. Our President, Sebastien C. DuFort will also serve as the President of Sovereign Oil as well. To assist Mr. DuFort, Sovereign Oil recently hired Richard Stiefel, who has over fifty years experience in the petroleum industry to serve as Vice President. Mr. Stiefel was a founder of and built one of the largest independent oil companies in its time. Prior to coming to Voyager, Mr. Stiefel blended and packaged in excess of 400,000,000 quarts of oil annually, this included blending, packaging, and distribution for three major brands as well as marketing private label oil. Mr. Stiefel signed a standard employment agreement with the company for an unspecified term. In June, 2007, Sovereign Oil hired Mazen Khatib as its Vice President of Distribution. Mr. Khatib has over 20 years experience in the marketing and distribution of petroleum products which include various grades of oil and anti-freeze.
On April 19, 2007, Sovereign entered into a lease agreement with North American Refining Co. ("North American Refining"), a Delaware corporation, located in McCook, Illinois. North American Refining is a local compounding and blending facility with bottling capabilities. Sovereign will lease the blending facility for a ninety-day trial period which will be used to blend and dry reclaimed used oil for use in lubricant oil products which will be sold to the automotive and industrial after-markets. We will also have access to a loading dock, up to twenty storage tanks and associated equipment. The total lease price is $10.00 for the ninety-day lease period with blending and drying fees at $0.15 per gallon which are payable monthly on the tenth day following the last day of each month for the previous month's activity. North American has the right to terminate the Agreement within fifteen days written notice. The agreement was terminated on July 12, 2007 and a similar agreement was entered into on July 13, 2007 with a lease term of six-months for a total lease price of $10.00. The new lease required Sovereign to maintain general liability insurance.
On April 30, 2007, Cathy A. Persin was appointed the Company's Chief Financial Officer to fill the vacancy created upon Jefferson's Stanley's resignation on April 24, 2007. Ms. Persin has served as the Company's Vice President and Corporate Secretary since March, 2004.
On May 4, 2007, the Company formed two additional wholly-owned subsidiaries. The Company anticipates that 600 S. Deacon LLC and Monarch Petroleum, Inc., will respectively own and operate the Detroit blending facility provided due diligence is satisfactorily completed. In November, 2006, Voyager hired a Vice President of supply operations with twenty-four years of experience sourcing and processing used oil who will oversee the Detroit facility once it is operational. As of the date of this filing, these corporations are inactive.
On May 15, 2007, an unaffiliated third party purchased the total outstanding principal and interest of our convertible debentures with Cornell Capital and Trey Resources. Installment payments under the purchase agreement are secured by the debentures and, in the event of default, Cornell Capital and Trey Resources have the option to exercise all rights there under. The Company consented to the purchase and adjusted the principal of the Trey Resources' debenture dated March 8, 2007 in the original principal amount of $50,000 by an increase of $991 to account for difference in outstanding balance due.
On May 15, 2007, the Company entered into an investor relations service agreement for a term of one year with Prominence Media Corporation to design and execute a fully integrated investor relations and media communications program to increase flow of information to the Company's shareholders, business publications, investor media, broker-dealers, fund managers, institutional investors, market makers, analysts, investment advisors, and other members of the financial community as well as the general public. All expenses, including out of pocket expenses, incurred by Prominence will be its responsibility. The agreement contains a confidentiality provision and reciprocating indemnification clauses. Prominence is to receive 4,000,000 restricted shares of the Company's common stock and warrants to purchase an additional four million shares of the Company's common stock at $0.15 per share which are exercisable for three years from the date of grant.
On May 24, 2007, the Company was listed on the Frankfurt Stock Exchange in Germany under the trading symbol Dxd.f.
On June 18, 2007, Voyager Petroleum, Inc. entered into a Third Amendment to the Purchase and Sale Agreement with Deacon Enterprises, Inc., a Michigan corporation, for the purchase of a processing facility located in Detroit, Michigan. Pursuant to the terms of the Third Amendment, the Company's right to inspect and evaluate the property was extended from June 18, 2007 until July 18, 2007. On July 18, 2007, the Company entered into a Fourth Amendment extending these rights to August 17, 2007 at which time, the Company verbally agreed with Deacon to enter into a Fifth Amendment to further extend these rights to August 23, 2007. The Company did not incur any additional cost for any extensions. The sublease for the facility expired on August 1, 2007, however, under the terms of the sublease agreement, an extension of up to three months may be agreed upon provided we are diligently working toward the purchase of the facility and if the sales agreement is still in effect. As of the date of this filing, we have not obtained a written extension of the sublease but are continuing to pay rent. The rent payment for the month of August has been accepted by the subleasor.
Analysis of Business
The Company's recent introduction into the oil industry will allow the Company to continue its development stage operations and to concentrate its strategy toward the acquisition of middle-market companies as well as facilities that can be used to blend, bottle, and distribute petroleum-based products for the automotive and manufacturing aftermarket. We believe there is ample room for revenue producing activities in this market that have not yet been tapped.
CRITICAL ACCOUNTING POLICIES
The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements, which we discuss under the heading "Results of Operations" following this section of our MD&A. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Our most critical accounting estimates include the assessment of our inventory valuation and patent valuation.
We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements:
INTANGIBLE ASSETS
On November 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets." The new standard requires that goodwill and indefinite-lived intangible assets no longer be amortized. In addition, goodwill and indefinite-lived intangible assets are tested for impairment at least annually. These tests will be performed more frequently if there are triggering events. Impairment losses after initial adoption will be recorded as a part of income from continuing operations.
Definite-lived intangible assets, such as patents, are amortized over their estimated useful lives. The Company continually evaluates the reasonableness of the useful lives of these assets. In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," if a revision in the useful lives of these assets is deemed necessary, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life of the definite-lived intangible asset.
Management periodically reviews the carrying value of acquired intangible assets that are being amortized to determine whether impairment may exist. The Company considers relevant cash flow and profitability information, including estimated future operating results, trends and other available information, in assessing whether the carrying value of intangible assets being amortized can be recovered. If the Company determines that the carrying value of intangible assets will not be recovered from the undiscounted future cash flows of the acquired business, the Company considers the carrying value of such intangible assts as impaired and reduces them by a charge to operations in the amount of the impairment. An impairment charge is measured as any deficiency in the amount of estimated undiscounted future cash flows of the acquired business available to recover the carrying value related to the intangible assets that are being amortized. No impairment losses were recorded in the second quarter of 2007. An impairment loss of $135,275 was recorded for the loss of one patent on March 31, 2006.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2007 COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 2006
Results of operations consist of the following:
JUNE 30, JUNE 30,
2007 2006 $ CHANGE % CHANGE
--------- --------- --------- ---------
Revenues $ 48,290 $ -- $ 48,290 100%
Cost of Revenues (27,505) -- (27,505) 100%
--------- --------- ---------
Gross Profit 20,785 -- 20,785 100%
Operating, General and
Administrative Costs 948,266 123,169 825,098 670%
--------- --------- ---------
Net Operating Loss $(927,481) $(123,169) $(804,313) 653%
========= ========= =========
In the second quarter of 2007, we began to see increased revenues to $48,290 from the sale of anti-freeze, base oil and automatic transmission fluid as compared with no sales for the comparable period in 2006. The costs associated with goods sold increased by the same margin resulting in a gross profit of $20,785.
Our operating, general and administrative costs increased by 670% or $825,098 primarily due to a $13,082 increase in communications resulting from the set-up of a computer and phone system in our corporate office, a $176,517 increase in payroll expenses largely resulting from the hiring of new personnel and a $35,000 bonus to Mr. Stanley, our then Chief Financial Officer, a $14,800 increase in rent resulting from a higher monthly rent expense of $1,200 at our new executive office and a $4,000 monthly expense to lease the Detroit processing facility, a $21,727 increase in depreciation and amortization resulting from the depreciation of newly acquired assets and patent amortization, and a $601,466 increase in professional fees largely resulting from an increase of $20,140 in accounting fees, $197,500 in consulting fees, $65,502 in legal fees, $17,062 in engineering fees and $264,367 as a result of the amortization of prepaid business and financial consulting fees.
An increase in our net operating loss for the three months ending June 30, 2007 of $927,481 as compared to $123,169 as of June 30, 2006 is largely attributable to an option and warrant expense of $805,881.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2006
Results of operations consist of the following:
JUNE 30, JUNE 30,
2007 2006 $ CHANGE % CHANGE
----------- --------- ------------ ---------
Revenues $ 97,250 $ -- $ 97,250 100%
Cost of Revenues (63,505) -- (63,505) 100%
----------- --------- -----------
Gross Profit 33,745 -- 33,745 100%
Operating, General and
Administrative Costs 1,674,298 303,498 1,370,801 452%
----------- --------- -----------
Net Operating Loss $(1,640,553) $(303,498) $(1,337,056)
Revenues continued to increase to $97,250 for the six months ended June 30, 2007 as compared to the six months ended June 30, 2006 as we shifted our focus to selling petroleum-based products resulting in a gross profit of $33,745.
Operating, general and administrative costs increased dramatically by $1,370,800 from $303,498 for the six months ended June 30, 2006 to $1,674,298 for the six months ended June 30, 2007, mostly attributable to cost increases of $15,099 in communication expense, $352,508 in payroll expense, $919,238 in professional fees expense, $28,000 in rent expense and $53,539 in other expenses.
An increase in our net operating loss for the six months ending June 30, 2007 of $1,640,553 as compared to $303,498 as of June 30, 2006 is largely attributable to an option and warrant expense of $805,881.
LIQUIDITY AND CAPITAL RESOURCES
Voyager Petroleum is accounted for as a development stage company. We are
currently seeking to expand our operations and are investigating additional
business opportunities and potential acquisitions. Accordingly we will require
additional capital to complete the expansion and to undertake any additional
business opportunities.
JUNE 30, DECEMBER 31,
2007 2006 $ CHANGE % CHANGE
----------- ----------- ----------- -----------
Cash $ 33,497 $ -- $ 33,497 100%
Accounts Receivable $ 48,290 $ 20,328 $ 27,962 138%
Inventory $ 106,988 $ -- $ 106,988 100%
Accounts Payable, Accrued $ 1,638,747 $ 1,732,924 $ (94,177) -5%
Expenses and Accrued Interest
Notes Payables $ 732,153 $ 1,102,925 $ (370,772) -34%
Proceeds from sale of Common Stock $ 672,508 $ 1,541,514 $ (869,006) -56%
As of June 30, 2007, we had current assets of $925,117 and total current liabilities of $2,270,900. As a result, we had a working capital deficit of $1,345,783. Our working capital deficit means that we do not have sufficient current assets to satisfy all of our current liabilities.
We had an increase in current liabilities of $290,234 as of June 30, 2007 from December 31, 2006 primarily due to an increase of $103,496 in accrued interest and a reclassification of convertible debentures from long-term to short-term debt. There was, however, a reduction in Accrued Expenses of $233,221 as management is attempting to pay down its older financial obligations.
As we began to implement our business plan through growth and increased sales, our accounts receivable more than doubled to $48,290 at June 30, 2007 as compared to $20,328 at December 31, 2006 and our inventory grew with the acquisition of base oils and packaging and shipping materials from $0 at December 31, 2006 to $106,988 as of June 30, 2007. We anticipate a steady increase in sales based on management's determination to apply available cash to the purchase of inventory to enable the Company to meet the demand for its products.
Notes payable decreased by 34% from $1,102,925 at December 31, 2006 to $732,153 at June 30, 2007 as a result of both conversions by note holders of outstanding principal as well as our ongoing effort to pay off old debt.
As of June 30, 2007, 500,000 shares of Series A preferred stock were converted into 500,000 shares of common stock at par value.
We had $33,497 cash on hand as of June 30, 2007 compared to $0.00 as of December 31, 2006. In the six months ended June 30, 2007, we financed our operations primarily through the sales of securities of $672,508, sales of securities not yet issued of $155,000, loans by an officer of $23,000, loans by unaffiliated third parties of $55,000, receipt of payments on accounts receivable of $47,288 from the sales of motor oil, anti-freeze, automatic transmission fluid and lubricant-based air freshener, and receipt of payments on other receivables of $50,000. The proceeds were used for general corporate obligations, the payment of promissory notes, the purchase of a 1999 truck capable of transporting both liquid and packaged goods and the purchase of raw materials and packaging and shipping materials. We will continue to need additional cash during the following twelve months to satisfy current liabilities of $2,270,900, specifically, the payment of notes payable which will mature and some past due accounts. These needs will coincide with the cash demands resulting from our general operations and planned expansion. Management believes that the demand for its products is strong. We are and intend to continue selling motor oil, automatic transmission fluid, anti-freeze and petroleum-based air freshener. While we are seeking additional factory capacity to meet this demand, we need the ability to purchase raw materials, primarily base oil, anti-freeze and additives as well as packaging and shipping materials. Since our entry into the petroleum-based lubricant market is recent and we don't have an established credit history, our ability to obtain credit and negotiate favorable terms for the purchase of raw materials is reduced. In general, the time gap between the Company's investments in materials and payment for the finished product is several months. Without cash resources and storage capacity, the Company can only maintain a limited level of inventory and service only a small portion of potential orders for its products. By September 30, 2007, we anticipate a need to raise $500,000 to satisfy our cash demands. In addition, we will need to seek financing in the amount of $1.5 million from outside sources to fund the purchase of processing equipment at about $500,000 for and the ultimate purchase of the Detroit processing facility at $750,000, assuming due diligence is satisfactory.
We will continue to rely upon the sale of securities, funds provided by certain officers, loans and other debt or equity financing arrangements with third parties with an emphasis on debt financing arrangements. While we currently do not have any financing arrangements or agreements in place to obtain the funds necessary to cover these operational expenses, capital expenditures and potential acquisitions, we are actively pursuing private debt sources and are in negotiations with third parties regarding debt financing of the Detroit processing equipment and for the facility itself if due diligence is satisfactory completed. Management anticipates that there will be an increase in operating expenses for the start-up of operations in the Detroit facility and, generally, a higher level of fixed administrative expenses. But the Company also expects that these administrative expenses will remain relatively constant over time and that there will be a significant increase in sales to offset them. There is no assurance that we will be able to obtain additional capital as required, or obtain the capital on acceptable terms and conditions. If we are unsuccessful in obtaining additional working capital, we may need to curtail operations which may result in a lower stock price or cause us to cease operations altogether.
Good Reading:
Former BioShield chairman charged with securities fraud, perjury
Timothy C. Moses of Atlanta was charged late Sept. 29 in a two-count indictment for securities fraud and perjury, according to Sally Quillian Yates, acting U.S. Attorney for the Northern District of Georgia
Moses is the former chairman, president and CEO of Norcross-based International BioChemical Industries Inc. (IBCL), formerly known as BioShield Technologies Inc. Prior to declaring bankruptcy, IBCL's developed, marketed and sold antimicrobial products used to destroy or suppress the growth of harmful microorganisms such as bacteria, viruses and fungi on inanimate objects and surfaces. IBCL's stock was initially listed on Nasdaq and subsequently on the Over-the-Counter Bulletin Board.
The indictment charges that, from on or about Jan.. 29, 2003 to on or about Feb. 6, 2003, Moses executed a scheme to defraud IBCL's shareholders and potential shareholders in connection with IBCL's securities. Specifically, the indictment charges that Moses executed the scheme by creating and issuing a series of false and deliberately misleading press releases that suggested the federal government had a business interest in IBCL's purported anthrax remediation technology.
The indictment alleges issuance of the press releases caused an artificial increase in the trading volume and price of IBCL common stock, leading to an aggregate loss to IBCL shareholders of between $1 million and $2.5 million. Issuance of the false press releases and their effect on IBCL's stock price also allowed Moses to sell, on inside information and at a false premium, certain IBCL stock he held, generating approximately $70,000 in illicit proceeds.
Finally, Moses' manipulation of IBCL's stock price allowed the company to pay its creditors and to satisfy certain of its debt obligations, the indictment charges. Two of the releases were issued after the staff of Securities and Exchange Commission told Moses the press releases already issued by IBCL had created a false impression in the marketplace for IBCL stock. The SEC halted trading of IBCL stock on Feb. 6, 2003, after millions of shares had been acquired, and Moses had sold his IBCL stock, at the inflated prices generated by IBCL's false press releases.
The indictment further charges that Moses later committed perjury in a civil deposition taken by the SEC in connection with its lawsuit against Moses and IBCL for securities fraud, specifically by claiming that he was unaware that of his sale of IBCL stock after issuance of the false press releases, when in fact he had directed his broker to execute the trades.
Sorry It took so long to get back to you but I was out all day.
Here is a copy of the article:
SEC seeks penalty in stock sale
Atlanta firm's chief faces accusation
David McNaughton - Staff
Wednesday, January 28, 2004
The Securities and Exchange Commission wants the harshest possible civil penalty against the head of a tiny Atlanta company who was accused of issuing false and misleading press releases, and profiting because of them.
The SEC asked the U.S. District Court in Atlanta to fine Timothy Moses $120,000, or more than 10 times what he made selling International BioChemical Industries stock.
The agency asked for the penalty because it said Moses' "conduct was egregious, he has failed to admit his wrongdoing, and he testified untruthfully in his deposition in this proceeding."
The Atlanta law firm representing Moses questioned the severity of the proposed fine and said it would be challenged. "I think his disgorgement is probably more than adequate," said John Christy of Schreeder, Wheeler & Flint.
Last February, Moses settled the case by surrendering --- or disgorging --- $11,600 in profit from selling 1.2 million shares of the company. He neither admitted nor denied the SEC's allegations, and the question of a civil fine was left open.
Moses later told the Journal-Constitution he could not discuss the case for "national security" reasons.
His problems began Feb. 6, 2003, when the SEC sued him and the company. The SEC alleged that four press releases issued in late January and early February created a false impression. They implied the federal government was interested in the company's anti-bacterial products to combat bio-terrorism, the agency charged.
The releases triggered heavy buying of International BioChemical Industries' stock, the SEC said. The shares jumped from less than 3 cents a share to more than 16 cents. They are quoted at less than 1 cent now.
No hearing date has been set on the SEC's request for the penalty.
Federal law spells out three tiers of fines against individuals for violating securities laws: $6,500, $60,000 or $120,000.
The SEC's motion suggests the court could fine Moses as much as $480,000 if it considered each of the press releases a violation of securities law.
Facts from an article in the atl jour/const.
The sec is seekig to fine Moses $120,000 for each of the 4 misleading prs he put out. Total fine of $480,000. No date has been set for the hearing.
Will let everyone know if I hear anything else.
Keep
I'm voting NO.
Reasons:
Dilution
Lack of information; no "Q", no pr to explained the big picture between Nova/HNS/IBCL.
Tim said at the CC that "r/s don't work."
We are still on the "pinks".
Just plain unhappy.
John
The "Q" is out for Nova/HNS.
John
My take on why government contracts might be a little slow.
The product is effective but is it practical? By this I mean the product has to be applied by spray or brushing. You are going to have a wet sloppy mess on your hands. You will destroy paper, files, equipment, etc. The cleanup will almost be as bad as the diease.
I do think material should be on hand just in case we or some other country gets hit by a massive attack and we would not care about property and equipment. We would do anything to save lives and stop the spread of the diease. I for one would take a bath in the stuff if I had to.
Now if ibcl comes up with gas, I think we would be in great shape immediately.
Let's hope the govt is looking at this angle.
John
I think contracts in the paint industry is still possible. I'm only speaking about a contract with RPM. I have 31 years of experience in the paint industry and I know how slow things work there. (Change is probably just as slow in the carpet, food, etc. industries.)
It takes an act of congress to get a raw material change in a formula. The biocides in use today are pretty effective. Why should anyone change to AM500? A change would be made if the product is more effective, cost less and non-hazardous. The product is known to be non-hazardous and I would assume RPM is running test now to determine the effectiveness and potenial cost savings. These test would probably run one to two years.
Us "longs" will have to hang in there a little longer.
John
Good News! I Think?
The hearing lasted only 2 or 3 minutes at the most. The judge state that the 2 parties has "resolved all issues except any civil penalities that may or may not be levied aginst Mr. Moses". He asked for any comments from the 2 parties.
Tim's lawyer wanted it to be clear that "no admissions or denial of guilt has been stated." The SEC lawyers agreed with this.
Court was adjourned.
John
ps: Thanks for the directions and the name of the judge. They both were a big help.
I live on the south side of Atl. Newnan is about 30 miles from my house. I'm going to the courthouse tomorrow. Will give some kind of update tomorrow.
John
Hi Everyone, This is my first post but I'm not new to IBCL. I started buying before 9-11 and have held most of it. I added more shares as the price dropped because I believe in the product.
While searching for info on IBCL, I came across the RB board. While reading it, someone mention this board. I still read both boards, but ihub is my favorite. I'm retire so I get a chance to read the boards 2 or 3 time a day. I know the history real well for the past year and a half. To say the least, things have been very interesting the past week. My wife has commented that I'm spending a lot on time on the computer lately. I'm not going to tell her why until I know what direction IBCL is going. (I talked her into investing in IBCL.) I will probably only post on ihub.
Like most of the "longs" I was on a real high when the volume and price started going upward. I'm in a depressed state right now, but still believe things will be alright in the end.
John
ps: Grammer and spelling is not my strong suit (math and science is). I tell this to all the critical people, "criticize all you want to, but it's not going to get any better."