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Re: custom123 post# 929

Friday, 12/28/2007 1:55:18 PM

Friday, December 28, 2007 1:55:18 PM

Post# of 1672
TPDI has not done it's run yet. It is a different company than it was a couple years ago. They now own 100% of the Chinese JV and if just one huge contract and it appears that they have some huge government contracts in the works. When revenues start coming in, the r/s will not matter and if they post huge revenues prior to the r/s and this goes back up to .18 then we would have an $18 stock. Also I don;t think you would see the typical fall in shareprice post split because of the revenues, especially if it is a 1.3 billion dollar contract.

The seminar was attended by leaders and enterprises from Beijing, Shanghai, Guangdong, Hubei, Zhejiang and Liaoning Provinces, all of whom agreed with AQSIQ’s endorsement of TPID’s technology and provided comments on implementation."

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On May 11, 2007 the Registrant entered into an acquisition agreement (the "Acquisition Agreement") with Sichuan Valencia Trading Limited ("SVTL"), a Chinese limited liability company duly organized under Chinese law. A copy of the Acquisition Agreement is attached hereto as Exhibit 10.1. The reader is advised to review the agreement in its entirety.

Immediately prior to the execution of the Acquisition Agreement, SVTL owned 20% of the total interests, rights, assets, shares, and/or other ownership interests of True Product ID Technology (Beijing) Limited, formerly known as Sure Trace Technology (Beijing) Limited (the "Chinese JV Company"), a Chinese technology limited liability corporation duly formed and organized under Chinese law (the "SVTL 20% Chinese JV Interest"). Under the Acquisition Agreement, SVTL sold to the Registrant the STVL 20% Chinese JV Interest in return for 100 million restricted common shares of the Registrant. As set forth in more detail in the Acquisition Agreement and prior SEC filings, the 100 million shares was less than 50% of the approximately 209 million shares provided as a dividend to shareholders of TPID US' former parent, Sure Trace Security Corporation, which resulted in TPID US' being a separate independent entity entitled to receive approximately 42.5% of the revenues of the Chinese JV Company. With its January 2007 acquisition of 40% of the Chinese JV Company and the acquisition of the SVTL 20% Chinese JV Interest, the Registrant now owns 60% of the total ownership interests of the Chinese JV Company, allowing the Registrant to, among other things, recognize 100% of the revenues of the Chinese JV Company in accordance with applicable consolidation, revenue recognition, accounting, and other principles, guidelines and standards.

Under the Acquisition Agreement, SVTL representative, Sergio da Luz, was appointed to the Registrant's Board of Directors, and SVTL agreed to, inter alia, standard non-competition and confidentiality provisions. See Article III of the attached Acquisition Agreement.





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