Liquidum ("Liquidum") is committed to protecting the privacy of its users ("users" or "you"). This Privacy Policy has been created to inform you about how Liquidum manages, collects, stores and uses the information you provide in connection with any Liquidum game or application ("Application"). Please note that the scope of this Privacy Policy is only to information collected by Liquidum through your use of the application.
By using the Application, you agree to the collection and use of your personal information as outlined in this Privacy Policy. Liquidum may amend the Privacy Policy from time to time, and Liquidum encourages you to consult the Privacy Policy regularly for changes.
Liquidum's primary objective in collecting user information is to provide and enhance the Application and to enable users to enjoy the Application.
When you install and use the Application, Liquidum may collect and record the information you provide to Liquidum, whether through the Application, through your usage of the Application or through social network or other third party Applications ("User Information").
"Personal information" means information about you that can be used to contact or identify you. The personal information types collected in accordance with the Application may vary depending on the activity and may include:
"Non-personal information" is information that, when taken alone, cannot be used to identify or contact you. Liquidum may collect non-personal information about your use of its Application both in the course of game play and software usage. Liquidum may also invite you to share non-personal information about yourself which may include but is not limited to:
If non-Personal Information is collected for an activity that also requires personal information, Liquidum may combine your non-personal information with your personal information in an attempt to provide you with a better user experience, to improve the value and quality of the Application and to analyze how Applications are used. The Application may also record game play information such as your game session duration or your high scores.
In addition to information collected as described above, you may choose to share additional information about yourself throughout the Application, such as on message boards and in games. Any actions you perform with other players are considered public, and are in your sole discretion.
Other information Liquidum may collect includes your occupation, language, zip code, area code, location, and the time zone where an Application is used, as well as information about your computer, mobile device, software, platform, incident data, Internet Protocol (IP) address, network Media Access Control (MAC) address and connection, browser type, browser language, referring pages, exit pages and URLs, number of clicks, domain names, landing pages, pages viewed and the order of those pages, the amount of time spent on particular pages, and the date and time of this activity, so that Liquidum can better understand customer behavior and improve its products, Applications, and advertising. Liquidum may also receive either non-personal or public information from third parties in connection with market and demographic studies and/or data that Liquidum may use to supplement personal information provided directly by you.
Liquidum uses your information to fulfill your specific requests, purchase orders and to send you purchase confirmation and other related information. In addition, the personal information you provide will allow Liquidum to send you messages regarding, among other things, new products, features, enhancements, special offers, upgrade opportunities, contests and events of interest. You may also later opt out of certain of these communications.
Liquidum may also use personal and non-personal information, both individually and combined together, to better understand the behavior and preferences of its customers, to troubleshoot technical problems, to serve static and dynamic advertising, to enforce its Terms of Application, to ensure proper functioning of its products and Applications as well as to help improve Applications and their content. In addition, Liquidum may combine non-personal information with personal information, such as an email address, to administer loyalty programs, tailor its offerings, web pages or game play experience to you.
By use of friend finder tools whether directly through the Application or through a social network or gaming Application, you acknowledge that use of these friend finder tools will help you find your contacts and will also allow your contacts to associate your Application (and related gaming entitlements, including games played, spins and coins) with your social networking profile and/or email address. Your resulting friends' list will be subject to this privacy policy.
If you enter into a sweepstake, contest, or similar promotion, Liquidum may use the information you provide to administer those programs. Your participation in tournaments or other online game events is conditional upon you granting Liquidum permission to collect, use, store, transmit and display publicly statistical data, such as your scores, rankings and achievements, generated through your participation.
In all cases of data access and collection, the information you provide may be disclosed, rented, loaned, leased, sold, or otherwise voluntarily distributed to unaffiliated third parties. Generally, data will be used for the purpose of providing you with and improving the Application and for any other purpose stated herein. Liquidum will retain your information for as long as needed to provide you Applications. Note that there may be instances where Liquidum is legally required to retain your information.
By accessing the Application through a social network, mobile device or other third party platform or Application or by connecting to such a third party network, platform or Application via an Application, you are authorizing Liquidum to collect, store, and use in accordance with this Privacy Policy any and all information that you agreed the social network, mobile device or other third party platform could provide to Liquidum through the social network/mobile device/third party platform Application Programming Interface (API) based on your settings on the third party social network, mobile device or platform. Your agreement takes place when you connect with the third party network, platform or Application via the Application, and/or when you connect with an Application, or "accept" or "allow" (or similar terms) an Application to access your information through a social network, mobile device or other third party platform or Application.
Liquidum may also collect or receive information about you from other Application users who choose to upload their email contacts. This information will be stored by Liquidum and used primarily to help you and your friends connect.
Liquidum may employ third party companies and individuals to facilitate its Applications, to provide the Applications on its behalf, to perform tasks (e.g., without limitation, maintenance Applications, database management, web analytics and improvement of the Applications) or to assist Liquidum in analyzing how its Applications are used.
From time to time, Liquidum employs third party contractors to collect personal information on its behalf to provide email delivery, product, prize or promotional fulfillment, contest administration, credit card processing or other Applications through the Application. When requesting these Applications, you may be asked to supply your name, mailing address, telephone number and email address to its contractors. Liquidum may ask some third party contractors, such as credit agencies, data analytics or market research firms, to supplement personal information that you provide to Liquidum for its own marketing and demographic studies, so that Liquidum can consistently improve its sites and related advertising to better meet its visitors' needs and preferences. To enrich its understanding of individual customers, Liquidum may tie this information to the information you provide to it.
Note that certain information you post and communicate through an Application or a third party site or Application is public information for which you have no expectation of privacy.
You may choose to disclose information about yourself in the course of contributing user generated content to Liquidum sites or Applications or in its chat rooms, blogs, message boards, user "profiles" for public view or in similar forums on its sites through mobile Applications and/or through third party sites or Applications. Information that you disclose in any of these forums is public information, and there is no expectation of privacy or confidentiality.
You should be aware that any personally identifiable information you submit in the course of these public activities can be read, collected, or used by other users of these forums, and could be used to send you unsolicited messages. Liquidum is not responsible for the personally identifiable information you choose to make public in any of these forums.
If you post a video, image or photo through an Application for public view, you should be aware that these may be viewed, collected, copied and/or used by other users without your consent. Liquidum is not responsible for the videos, images or photos that you choose to post through a Application.
Note that in the ordinary course of Internet activity, certain information may be sent from your browser to third parties such as advertising networks and analytics companies. Liquidum has no control over the information sent from your browser to those networks or other third parties and recommends that you ensure that your browser settings prevent the disclosure of information you would not like to share.
Like many websites, Liquidum may use "cookies" to collect information. A cookie is a small data file that is transferred to your computer's hard disk or your mobile device for record-keeping purposes. The Application may send cookies to a computer or a mobile device when a user accesses or views an Application. Information contained in a cookie may be linked to personal information for purposes such as improving the quality of Liquidum's Application, tailoring recommendations to interests, and making the Application easier to use. Third party advertisers on the Applications may also place or read cookies on your browser. Cookies can be disabled at any time by changing your web browser's options to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. If you do not accept cookies, however, you may not be able to use all portions or functionalities of an Application.
The Application may contain links to other websites or applications. The fact that the Application links to a website or application or presents a banner ad or other type of advertisement does not mean that Liquidum endorses or authorizes that third party, nor is it a representation of any affiliation with that third party. If you click on a link to a third party site or application, including on an advertisement, you will leave the Liquidum site you are visiting or application you are running and will go to the site or application linked to. These third party websites and applications may place their own cookies or other files on your computer or mobile device, and may collect data or solicit personal information from you. Other sites and applications follow different rules regarding the use or disclosure of the personal information you submit to them. Because Liquidum cannot control the activities of third parties, it cannot accept responsibility for any use of your personal information by such third parties, and it cannot guarantee that they will adhere to the same privacy and security practices as Liquidum. You are therefore encouraged to read the privacy policies or statements of other websites and applications you visit before providing any personal information.
Liquidum has made reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, Liquidum cannot guarantee that unauthorized third parties will never be able to overcome those measures or use your personal information for improper purposes. Also please note that email and messaging systems are not considered secure, so Liquidum discourages you from sending Liquidum personal information through these media.
This product is intended for use by those 21 or older for amusement purposes only. Without derogating from the foregoing, Liquidum does not knowingly collect personal information from people under the age of 13. If Liquidum learns that a person under the age of 13 has provided it with personal information, Liquidum will take steps to delete such information as soon as possible.
For Liquidum's policy regarding the purchase of virtual currency, please see Liquidum's Terms of Service.
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On April 29, 2011, United Community Bancorp (the Company) announced its unaudited financial results for the three and nine months ended March 31, 2011. For more information, reference is made to the Companys press release dated April 29, 2011, a copy of which is attached to this Report as Exhibit 99.1 and is furnished herewith.
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. On June 30th, 2017 the aggregate market value of the voting stock of Transact Energy Corp. held by non-affiliates of the registrant was $2,079,380
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of December 31, 2017, we had issued and outstanding 55,774,971 shares common stock, $.001 par value
The statements contained in this Annual Report on Form 10-K may not be historical facts and may be “forward-looking statements.” Such forward-looking statements can be identified by, among other things, the use of forward-looking terminology such as “believes,” “intends,” “plan” “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements, or industry results, expressed or implied by such forward-looking statements. Such forward-looking statements appear in Item 1 - “Business” and Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as elsewhere in this Annual Report and include statements regarding the following: the expected development and potential benefits from our products to consumers, progress in our efforts to develop our facilities and our products and to achieve and maintain regulatory approvals, the potential market demand for our products, our expectations regarding our short- and long-term capital requirements, our outlook for the coming months and information with respect to any other plans and strategies for our business.
Unless otherwise specified or required by context, as used in this annual report, the terms “we,” “our,” “us” and the “Company” refer collectively to (i) TransAct Energy Corp., a Nevada corporation (“TransAct”).
The Company’s current corporate structure results from the issuance of founding shares equal to nine million four hundred thousand (9,400,000), an initial public offering (IPO) of one million one hundred and two thousand shares (1,102,000) at twenty-five cents ($0.25), the acquisition of a technology asset of two million six hundred thousand shares (2,600,000) and thirty-nine million five hundred and fifty-six thousand, three hundred and forty-five (42,672,971) shares for operations (including consulting, management and debt settlement).
The Company was originally formed to manage energy related assets and has changed its scope to sustainable technology development. The Company incorporates new technologies to provide sustainable energy sources and products. It has now focused completely on “waste optimization” converting municipal waste streams 100% into useable products without emissions utilizing sustainable energy sources.
2014 saw the Company form subsidiary corporations in Ireland and Mexico. In Ireland we established the wholly owned subsidiary “TransAct Energy Global Ltd”, this company will in turn wholly own each national subsidiary. The first national subsidiary of TransAct Global is “TransAct Energy Mexico S. DE R.L. DE C.V.” which will own a majority shareholding of each holding company that owns a Z.E.W.O.P. TM like the Mexican corporation “Puebla ZEWOP 1, S. DE R.L. DE C.V.”.
To pay for the Z.E.W.O.P. TM we engaged the Latin desk of the USA based international financial group (name under non-disclosure) for the raise of the debt portion of our first Z.E.W.O.P. TM’s development cost and obtained a commitment for the equity portion from another financial group. Both parties are prepared to participate in multiple plants as TransAct grows.
To manage the public relations and marketing of our company and brand we contracted Ericho (https://erichopr.com/) an international public relations and media company. They will help us craft our story in each market we enter and tell it on the international stage.
Our focus throughout 2018 is to build the Z.E.W.O.P.TM in El Salto, Jalisco, Mexico. We need to first sign off on 75-80% of our product sales under off-take agreements and finish the engineering review of the El Salto site. Then we will reengage Fichtner Consulting Engineers to prepare working drawings, that while being approved under permits and permissions will go to tender for a guaranteed procurement and construction contract. When these steps are completed we intend on finalizing the financing commitment for the debt and equity based on the Z.E.W.O.P.TM construction agreement.
1.)Secure working capital for the Company significant enough to maintain accounts payable as current and fund day to day corporate costs through to cash-flow from first operations, including expansion of corporate management team in order facilitate global dissemination of Z.E.W.O.P. TM;
The markets for “waste optimization”, the complete processing of waste into useable products/commodities without emissions or land-filling are global. Countries around the world are adopting standards that will reduce green house gas emissions and are promoting better use of resources, ultimately seeking freedom from foreign petroleum. The TransAct Z.E.W.O.P. TM provides these markets with an emissions free solution utilizing their waste and turning it into products, including fuels that can be used in these domestic markets.
Our target Z.E.W.O.P. TM product customers include airlines, shipping companies, bus companies, trucking companies or fuel retailers requiring direct blend green fuels to meet legislated targets. The EU 20/20 legislation started on January 1st of 2025, requires a 20% green fuel blend by 2020. It creates customers needing a green fuel that can blend with existing refined fuels. Any airplane or ship landing in the EU will need 15% of its fuel to be green starting 2015 we anticipate being able to use our fuels going forward in this capacity upon EU certification. Our customers also include friction product manufacturers (brake pads, clutch plates, sanding disks) and wood product manufacturers (plywood, particle board, OSB etc.) that utilize phenol resins in their manufacturing process. We target manufacturers of biodegradable plastics and pharmaceuticals for our Levoglucosan. Tire and rubber manufacturers, lithographers and printers requiring high quality carbon black are customers. Waxes for the cosmetic industry, paraffin waxes for a variety of other uses including candles, along with high grade lubricating oils are Z.E.W.O.P. TM products. We produce fertilizers for the agricultural industry, a brick mix for the construction industry, a variety of reclaimed metals, and purified (distilled) water. Acetic acid and furfural are manufactured for industrial chemical manufacturers. We have a diverse mix of products and potential customers.
At December 31, 2017, the Company has a combined CEO/CFO under contract with everyone else required by the company being fulfilled by consultants on a demand basis. Going forward we have pending agreements for a COO, SVP Business Development, SVP Operations South America, SVP Operations Mexico & Central America, SVP Operations Europe and a SVP Operations Canada/US.
As the company ramps up the Z.E.W.O.P. TM in Mexico it anticipates bringing on 50 to 75 employees in this subsidiary.
The Company’s principal products are carbon black, phenol resins and Levoglucosan making up approximately 70% of our proposed revenue. Waxes account for another 15% while fuels represent 6%.
Waste from human activities is generated 365 days a year with slight seasonal variations occurring in MSW. Our facilities are designed to run every day of the year. The products we produce are in demand globally and used year round.
The waste being supplied to each Z.E.W.O.P. TM comes from millions of residence of a city; however the contract is awarded by one customer typically. Heavy dependency on one customer for the feedstock is mitigated by the form of agreement, long-term and guaranteed provided we stay operational. In the future we may be able to set up direct agreements with homeowners and businesses to purchase there waste materials.
Ultimately, the market for our products is vast; however, the numbers of entities that can physically, logistically and economically purchase the commodity in large quantities in our area of operations are limited. The Company’s primary revenues should originate from carbon black (30 %+) and phenol resin (27 %+) sales. Currently, the Company has interest in these products and others from three multi-national corporations. Again, the only mitigation from the risk of only a few customers is their credit-worthiness, a guaranteed long term contract, with no out, unless we do not perform.
Each product we produce is made by reprocessing waste making the resulting product “green” and cheaper. Our production process has no emissions or environmental impact compared to competitive products that come from crude oil and natural gas. Because our raw material is garbage we are not subjected to market fluctuations and can consistently maintain our cost of goods compared to our competitors. The finished products are produced at much lower costs than our competitors giving us a natural advantage going forward.
Any technology that can produce clean energy from waste in a cost effective manner has a competitive advantage in the complex matrix of sustainable energy production. There have been no emissions free and cost effective energy from waste technologies to handle the ever growing waste. So governments have settled for incineration with scrubbers that remove the pollutants to established levels. The new emission targets being established for waste going forward, limits the competition. TransAct’s Energy from Waste technology at present will be the only technology capable of meeting the future conditions of competition in this arena.
The Company believes that the combination of the technologies emissions free status, low operating costs, ability to process all waste streams into useable products with full carbon capture and a low “full life” cost will allow it to successfully compete for long-term waste processing and green product supply agreements globally.
As a future “green” product producer, environmental-related credits, such as renewable energy credits or carbon credits, may become available for sale to power companies (to allow them to meet their “green” power requirements) or to businesses which produce carbon based pollution. If available, these credits will belong exclusively to us or our joint venture, and may provide an additional source of revenue.
We are a new business with limited operating history and making an investment in TransAct is risky. If we are unable to successfully identify and secure energy projects or energy conservation projects, then we will not be successful as a business. It will be difficult for you to evaluate an investment in our stock since our operating history is limited to developing our business plan, obtaining 100% interest in a petroleum and natural gas lease in Alberta, Canada referred to as the MedHat Project and bidding on multiple energy projects globally. As a young Company, we are especially vulnerable to any problems, delays, expenses and difficulties we may encounter while implementing our business plan. We have not proven the essential elements of profitable operations, and you will bear the risk of complete loss of your investment if we are not successful.
We have a need for substantial additional financing and will have to significantly delay, curtail or cease operations if we are unable to secure such financing. The Company requires substantial additional financing to fund the cost of acquiring and developing energy projects. The Company also requires funds for other operating activities, and to finance the growth of our business, including the construction and commissioning of sustainable energy facilities. We may not be able to obtain the needed funds on terms acceptable to us or at all. Further, if additional funds are raised by issuing equity securities, significant dilution to our current shareholders may occur and new investors may get rights that are preferential to current shareholders. Alternatively, we may have to bring in joint venture partners to fund further development work, which would result in reducing our interests in the projects.
Market conditions and other factors may not permit future project and acquisition financings on terms favorable to us. Our ability to arrange for financing on favorable terms, and the costs of such financing, are dependent on numerous factors, including general economic and capital market conditions, investor confidence, the continued success of current projects, the credit quality of the projects being financed, the political situation in the jurisdiction in which the project is located and the continued existence of tax laws which are conducive to raising capital. If we are unable to secure capital through partnership or other arrangements, we may have to finance the projects using equity financing which will have a dilutive effect on our common stock. Also, in the absence of favorable financing or other capital options, we may decide not to build new plants or acquire facilities from third parties. Any of these alternatives could have a material adverse effect on our growth prospects and financial condition.
It is very costly to place plants into commercial production. Before the sale of any energy can occur, it will be necessary to construct a gathering and separating system, a plant, a delivery system, and considerable administrative costs would be incurred. To fund expenditures of this magnitude, we may have to find a joint venture participant with substantial financial resources. There can be no assurance that a participant can be found and, if found, it would result in us having to substantially reduce our interest in the project.
a portion of our cash flow from operations would be used for the payment of principal and interest on such indebtedness and would not be available for financing capital expenditures or other purposes;
a significant level of indebtedness and the covenants governing such indebtedness could limit our flexibility in planning for, or reacting to, changes in our business because certain activities or financing options may be limited or prohibited under the terms of agreements relating to such indebtedness;
a significant level of indebtedness may make us more vulnerable to defaults by the purchasers of electricity or in the event of a downturn in our business because of fixed debt service obligations; and
the terms of agreements may require us to make interest and principal payments and to remain in compliance with stated financial covenants and ratios. If the requirements of such agreements were not satisfied, the lenders could be entitled to accelerate the payment of all outstanding indebtedness and foreclose on the collateral securing payment of that indebtedness, which would likely include our interest in the project.
the difficulty of establishing and maintaining uniform standards, controls, procedures and policies, including accounting controls and procedures.
leakage of fluids or airborne pollutants from gathering systems, pipelines, plant and storage tanks;
Actual costs of construction or operation of a plant may exceed estimates used in negotiation of purchase and financing agreements. If the actual costs of construction or operations exceed the model costs, the Company may not be able to build the contemplated plants, or if constructed, may not be able to operate profitably. The Company’s financing agreements will typically provide for a priority payback to our partner. If the actual costs of construction or operations exceed the model costs, we may not be able to operate profitably or receive the planned share of cash flow and proceeds from the project.
Terra Energy Corp. who’s President Chris van Vliet was a shareholder of TransAct through his legal council Palkowski & Company threatened in October 2010 to take legal action against TransAct Energy Corp. in regards to a $10,000 convertible promissory note. Terra Energy demanded conversion of the note to which TransAct Energy decided under the terms of the note they were not entitled to and instead issued them a cheque for payment in full which was promptly refused by Terra Energy. Since this time their legal council Mr. Robert J. Palkowski is no longer practising law and no further action has been taken. Terra Energy has verbally represented that they will only be satisfied with an issuance of common stock as demanded. We have had a legal review of the note in question and will defend the Company vigorously from any further claim.
Aqua Terra Power Corp. who’s president Chris van Vliet was a shareholder of TransAct Energy Corp. borrowed money from TransAct Energy in regards to geothermal projects in British Columbia, Canada. At the time TransAct was contemplating acquiring Aqua Terra Power if they were successful in their geothermal exploration. Aqua Terra was not successful and any contemplated relationship was terminated. Since that time the Aqua Terra notes payable to TransAct Energy, now totalling $306,766.86 (no further interest is accrued on this loan because of its status) matured and were demanded. No payment has been made and to the best of our understanding they have no ability to repay this debt. We will take legal action if the cost of said action can be justified.
The Company first traded on February 24, 2010 on the Over-The-Counter Bulletin Board (the “OTCBB”) under the trading symbol “TEGY”. Future trading prices of our common shares will depend on many factors, including, among others, our operating results and the market for similar securities.
As of December 31st, 2017, there are 83 active shareholders of record holding 44,381,484 restricted shares of the Company’s common stock and 13,174,375 unrestricted shares eligible for trading of which 11,393,487 are considered active shares. The total issued and outstanding is 55,544,490 shares of common stock. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no pre-emptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.
To leverage the waste optimization technology, the Company acquired in 2013 it needed to build the first municipal scale zero emissions waste optimization plant (Z.E.W.O.P. TM). The company spent the past four years working on the components required to develop the first municipal scale, Z.E.W.O.P. TM in, Mexico. These components included an irrevocable long term waste supply of 1320 tonnes per day of municipal solid waste, 30% of the equity required to build the plant approximately $100 Million USD, a financing for the balance of the plant-cost approximately $225 Million, an acceptable place to build the plant, a recognized engineering firm that could verify the plant could process the municipal waste 100% into useable products without emissions and presales of the products to credit worthy buyers.
The company formed a wholly owned subsidiary “TransAct Global Limited” in Ireland and had it form a wholly owned subsidiary TransAct Mexico which in turn formed a subsidiary Puebla ZEWOP 1, which will hold the first Z.E.W.O.P.TM in Mexico.
Financing efforts for the Z.E.W.O.P.TM in, Mexico although progressing, did not result in material contracts and as such did not impact on our financial results. Market development efforts will not be material and reflected in our financial statements until bona fide’ agreements are monetized.
1.)Secure working capital for the Company significant enough to maintain accounts payable at a current status and fund day to day corporate costs through to cash-flow from first operations, including expansion of corporate management team in order facilitate global dissemination of Z.E.W.O.P. TM;
We generated no revenue from January 1, 2017 to December 31, 2017. For the year ended December 31, 2017 our general administrative expenses were $404,477. Currently our general administrative expenses consist primarily of compensation (75%) and travel (8%). During 2017 we recorded interest expense of $311,998 because of notes payable. Thus, we have reported a net loss of $716,475 for the period ended December 31, 2017. Our total net loss from inception on March 15, 2006 through December 31, 2016 was $(7,026,695).
Stock-based compensation represents 7.49% of the Company’s operating expenses for the fiscal year ended December 31, 2017. The stocks are a part of our annual executive compensation plan, and are issued to obtain, retain and motivate our directors, executives and employees.
At December 31, 2017, we had total assets of $374,332. Our Current assets are $232,021. We have completely written down our software and computers. Current liabilities at December 31, 2017 totaled $ 4,356,872 they consisted of accounts payable in the amount of $ 284,733, accrued interest of $ 2,098,544, compensation payable in the amount of $ 1,730,350, notes payable net in the amount of $243,245.
The Company has limited capability without significant assets or earnings to raise debt. The development of Z.E.W.O.P. TM the core business of the Company will rely on debt markets. To attract this capital, the Company will have to secure long term waste supply contracts and long term product sales contracts both from high credit worthy entities. The Company must agree to encumber the assets associated with each Z.E.W.O.P. TM and all net revenue until the debt is retired. This arrangement will restrict the Company’s ability to pay dividends to its shareholders.
(a) Evaluation of Disclosure Controls and Procedures. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). We are committed to maintaining disclosure controls and procedures designed to ensure that information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures and implementing controls and procedures.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act and based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2017, the end of the period covered by this Report. However anticipating greater levels of business activity in the near term we expect that we will require a financial controller in order to maintain our disclosure controls and procedures. Steps have been taken to bring on this person in a timely manner.
Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.
Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of December 31, 2017, our internal control over financial reporting was effective.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
(b) Changes in Internal Control over Financial Reporting. There were no changes in the Company’s internal controls or procedures over financial reporting, known to the chief executive officer or the chief financial officer that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
There are no further disclosures. All information that was required to be disclosed in 2017 has been disclosed.
had any bankruptcy petition filed by or against any business of which such individual was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time,
been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; or been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Joseph F. Dickson. COO, Director: Joseph Dickson was the Chief Operating Officer of Innovation Fuels, Inc. out of Syracuse, NY leading the company’s bio-diesel plant operation and project development efforts from Sept. 2007 until Dec. 2009. Mr. Dickson was the Director of Entrepreneurship at Syracuse University, Syracuse, NY from Feb. 2006 to Sept. 2007, the COO, Integrated Defense Systems, Inc., Glen Rock, PA from June 2005 to Jan. 2006 and the COO, Drug Risk Solutions, LLC a drug discovery company from June 2000 to June 2005. Mr. Dickson has 40 years of business experience in new ventures, business plan execution, organizational management, and operations. He has a background in high tech product design and development, manufacturing, and sales and marketing to commercial and military markets gained while working at GE and other high tech companies. He started and successfully financed two companies in the microelectronics and information technology industries. He has an undergraduate degree in chemistry and an MBA.
Tina VanderHeyden. Director: Tina VanderHeyden is a senior level executive with 32 years diverse funding and business development experience in both the public and private sectors. For the green technology sector, she recently completed funding and co-managed the installation of a major geothermal system and HVAC overhaul for a “Heritage” estate. In addition to her long term fundraising work in the education and cultural sectors, she spent several years leading research and funding for bio-tech and new technology start-ups including new business development for the Bedminster BioEnergy Technology; which uses recovered high quality Biomass to provide renewable energy.
To date, board of directors (“BOD”) has not formed a formal audit committee, nor has it secured an audit committee financial expert. The BOD intends to form said committee and secure said expert when it becomes operational.
Our board of directors currently acts as our audit committee. Because we have not commenced significant operations to date, our Board of Directors is still in the process of finding an “audit committee financial expert” (as defined in Regulation S-K) and directors that are “independent” (as that term is used in Section 10A of the Securities Exchange Act).
Our audit committee will oversee a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements, including by (1) assisting our board in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor’s qualifications and independence and the performance of our internal audit function and independent auditors, (2) appointing, compensating, retaining and overseeing the work of any independent registered public accounting firm engaged for the purpose of performing any audits, reviews or attest services, and (3) preparing the audit committee report that may be included in our annual proxy statement or annual report on Form 10-K. We will have at least three directors on our audit committee, each of whom will be independent under the requirements of the NASDAQ Capital Market, the Sarbanes-Oxley Act and the rules and regulations of the SEC.
We have a formal compensation agreements with our Chief Executive Officer. We do not currently have a compensation agreement with our BOD and our Advisory Board members, although we intend to do so in the future. All Officers, Directors and Advisory Board members are reimbursed for their expenses related to Company service. Our active officers did receive compensation for the year ended December 31, 2017. The Directors were paid $7,234 in restricted stock awards for the 2017 year on Dec 31, 2017. The directors of our subsidiaries were paid $6,180 in restricted stock awards for the 2017 year on Dec 31, 2017.
The following table sets forth as of December 31, 2017, the name and shareholdings of each person known to us that either directly or beneficially holds more than 5% of our 55,774,971 issued and outstanding shares of common stock, $.001 par value. The table also lists the name and shareholdings of each director and of all officers and directors as a group. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.
We have received funds from our officers and directors to fund the Company’s activities. Currently we owe Mr. Rod Bartlett $1,304.58 but does not include compensation. The Company lent Aqua Terra Power a company wholly owned by one of our previous shareholders, $263,520. Terra Energy, a company owned by one of our previous shareholders lent us $27,500.
Except for the foregoing, we have not been a party to any transaction, proposed transaction or series of transactions in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the Company’s total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.
any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or
Audit Fees. There were no fees charged in 2017 as no audit of our financial statements for our annual report on Form 10-K and the review of our quarterly financial statements for our quarterly reports on Form 10-Q that are customary under auditing standards generally accepted in the United States took place. There were no fees charged in 2016 as no professional services were rendered in connection with the audit of our financial statements for our annual report on Form 10-K nor did they do a review of our quarterly financial statements for our quarterly reports on Form 10-Q that are customary under auditing standards generally accepted in the United States.
**The Exhibit attached to this Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Organization - TransAct Energy Corp. (“the Company”) was organized under the laws of the State of Nevada on March 15, 2006. The Company is in the business of developing and managing zero emission waste optimization plants globally. The Company has generated nominal revenues and is considered a development stage company as defined in Accounting Standards Codification (“ASC”) Topic No. 915. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.
The Company has no tax positions at December 31, 2017 and 2016 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2017 and 2016, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2017 and December 31, 2016. All tax years starting with 2008 are open for examination.
The $10,000 convertible promissory note payable to a company whose shareholders hold less than 10% in TransAct is unsecured, bears interest at 10% per annum and was due and payable on March 31, 2010. The payee had the option to convert the entire principal amount on or before April 29, 2009 into common shares of the Company based on a conversion rate of $.00345 per share. No interest was payable if the principal was converted to shares of the Company. The payee did not exercise its conversion option. The note is currently outstanding and in October 2010 the Company issued a check in the amount of $11,876 as payment in full of principal and interest which was returned un-cashed by the payee. The Company is currently in dispute regarding the expiration date of the conversion option in the agreement and the note remains in default. At December 31, 2017, accrued interest was $ 9,187
The $17,500 promissory note payable to a company whose shareholders hold less than 10% in TransAct is unsecured, bears interest at 10% per annum and is due on demand. This note is currently in default. At December 31, 2017, accrued interest was $15,322.
The $25,000 and $15,243.90 ($20,000 CAD) promissory notes payable dated April 22, 2011 and March 31, 2011 respectively are unsecured and bear interest at 60% per annum or $2,500 and $1,445 ($2,000 CAD) respectively whichever is greater. The notes are due on demand and may be prepaid in whole or part without penalty. Accrued interest was $ 161,848 at December 31, 2017.
The $ 3,811 ($5,000 CAD) promissory note payable dated September 12, 2011 is unsecured and bears interest at $ 361 up to September 16, 2011 and $ 36 per diem until all principal and interest is repaid. The note is due on demand and may be prepaid in whole or part without penalty. Accrued interest was $ 86,191 at December 31, 2017.
A $22,030 promissory note payable dated February 24, 2011 to a former officer (more than 1 year ago,) bears interest of $6,000 and was due on March 4, 2011. This note is accruing interest at $360 per day for every day after March 4, 2011 until the note is repaid in full. At December 31, 2017, accrued interest was $904,433.
A $46,660 promissory note payable dated April 22, 2011 to a former officer (more than 1 year ago) bears interest at 1% per diem. A beneficial conversion feature of $2,750 was recorded as a discount to the notes with the offset to Additional Paid in Capital. In May 2011 the holder of the note converted $10,000 of principal into 750,000 shares of common stock and the discount was expensed to interest. The remaining balance of $36,660 is due on demand. At December 31, 2017, accrued interest was $902,369.
A $3,000 convertible promissory note payable to a former officer (more than 1 year ago) is secured by certain assets and equipment of the Company and bore interest at 8% per annum through the due date in November 2010 and is currently in default and bearing interest at 60% the highest lawful rate. A beneficial conversion feature of $3,000 has been recorded as a discount to the note with an offset to additional paid in capital. The discount was fully amortized in 2010. At December 31, 2017, accrued interest was $13,998.
A $10,000 convertible note dated June 22, 2015 is unsecured and bears interest at 8% per annum. The note is due on May 11, 2016 unless converted to common stock in advance of that date. This note is currently in default. At December 31, 2017, accrued interest was $2,026.
Accrued interest and late fees for the notes at December 31, 2017 and December 31, 2016 was $2,098,544 and $1,791,739 respectively.
Preferred Stock - The Company has authorized 10,000,000 shares of preferred stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares are issued and outstanding at December 31, 2017.
In December 2017, the Company authorized the issuance of 27,297 common shares pursuant to convertible option of a note payable of $6,006 at $0.22 per share. In the same period the Company authorized the issuance of 230,481 common shares for compensation services totaling $53,656 at a value of $0.2328 per share.
The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carry forwards.
The Company adopted the provisions of ASC Topic 740, “Accounting for Uncertainty in Income Taxes”, on January 1, 2007. As result of the implementation of ASC Topic 740, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax provisions at December 31, 2017 and 2016, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2017 and 2016, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2017 and December 31, 2016.
Net deferred tax assets (liabilities) consist of the following components as of December 31, 2017, and 2016:
The income tax provision differs from the amount of estimated income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the periods ended December 31, 2017 and 2016 due to the following:
At December 31, 2017, the Company had net operating loss carry forwards of approximately $ 7,026,695 that may be offset against future taxable income from the year 2017 through 2037. No tax benefit has been reported in the December 31, 2017 or 2016 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Management Compensation – The Company has accrued executive compensation of $1,614,749 to the President of the Company from inception to the period ended December 31, 2017 (See Note 11).
Compensation agreement – The President and Chief Executive Officer agreement pays an annual base salary of $250,000, with a cash bonus annually based on 5% of EBITDA and a stock bonus formulated around the return on invested capital where the issued and outstanding stock of the Company times the rate of return divided by ten will equate to the stock issued.
Land Purchase Agreement – On October 25th, 2017 the Company through its subsidiary Puebla Z.E.W.O.P. 1, S.de R.L. de C.V. entered into a land purchase agreement for 18.42 hectares of industrial use land in El Salto, Jalisco, Mexico. The offer is conditional until approximately February 5th, 2018 at which point if conditions are removed $20,265,209 Mexican Pesos ($1,087,431 USD) are due as a deposit. On or before February 15th, 2018 the purchase price balance of 182,386,878 Mexican Pesos ($9,786,880 USD) is due unless the closing date is further amended.
On January 3rd, 2017, the Company entered an Agreement with The Istana Group LLC to participate in a Lease/Purchase & Non-recourse Monetization Financing. Where Istana agrees to put up One Million Euros (€1,000,000), our subsidiary TransAct Energy Global Limited acts as the applicant with its Directors to secure a Financial Instrument with a face value of Five Hundred Million Euros (€500,000,000) which will net the Company and Istana after its sale approximately (€162,500,000) to split equally less any commissions payable. We are currently working through the application process and our European bank account set up.
And Sen. Patrick Leahy said that he is glad Pence and his wife are able to visit "the most lovely state in the country, & I hope they enjoy their time in VT". "To pay a debt of honor and respect to a man who served our country throughout his life in uniform and in public office, and it is my great honor to be here".
Divers have been sent out into the river's waters, which can range from shallow to 30 feet (9 meters) deep. Sonar images of the sunken boat indicated that neither of the missing people were on board, he said.
It's no secret there might per chance be small love misplaced between the McCains and President Trump.
Later, Senate Minority Leader Charles Schumer, D-N.Y., and House Minority Leader Nancy Pelosi, D-Calif., joined McConnell, Ryan and Pence in laying wreathes next to McCain's casket. "It's one more thing when Jesus seek the advice of with you", Joy Behar, an actress and comic, talked about on the order. Even as McCain battled brain cancer, Trump continued to criticize him for voting against a Republican health-care bill. "Generations of Americans will continue to marvel at the man who lies before us".
Moments before the ceremony began, rain poured down as USA service members escorted McCain's flag-draped casket up the Capitol steps, as senators and members of Congress - in addition to McCain's widow, Cindy, his children, and his 106-year-old mother Roberta - awaited his arrival.
Ryan added that, "We have this attractive thing, the chance to do for this man what he did for us, to stand up, to stand up and embrace the cause of his life". He will be buried at the U.S. Naval Academy Sunday.
Hanging a lettuce in your shop doorway and ordering a lion dance is just one way Chinese business owners will welcome the Chinese New Year, to ward off evil spirits and bring good luck.
Kippo hair salon owner Philip Li says haircuts are traditionally seen as lucky, but if you have your hair chopped too close to Chinese New Year you are said to be stripping away your fortune.
Mr Li invites lion dancers to perform outside his shop in Haymarket every Lunar New Year to ward off any bad luck and bring his shop and his customers good fortune for the coming year.
“We have 40 to 50 per cent more business in the weeks before Chinese New Year – about 350 customers per week!”
“But many customers choose not to cut their hair until the 15th day of the first month of the Chinese New Year because it is said to bring bad luck to uncles.”
Before a lion dance takes place, he hangs a lettuce at the entrance to his shop with a red packet containing money. In the traditional custom of ‘plucking of the greens’ or ‘cai qing’, the lion dancers chew up the lettuce and then take the money as a reward for warding off evil spirits.
Some lion dancers receive $500 to $600 for one dance, but the amount depends on how successful the business is and the proprietor’s desire to keep that good fortune.
Lord Mayor Clover Moore said community traditions such as lion dancing were at the heart of the festival’s beginnings in Sydney 22 years ago, and continue to be an important part of the celebrations.
“The lion dancing, dragon boat racing and fireworks create an electric atmosphere in and around Chinatown,” the Lord Mayor said.
“Well over a million people will take this opportunity to invite good fortune, try out the incredible array of food and shopping, and welcome in the Year of the Dog.”
In Chinatown, the Dixon Street Chinese Committee also organises lion dances for its 13 streets, shopping centres and pedestrian areas, including around 200 shops.
Dixon Street Chinese Committee organiser, King Fong, said: “We hire lion dancers so that good luck will continue without interruptions of bad luck.
“Lion dancing is an important and longstanding tradition – it has been going on in Hong Kong for more than 1,000 years. Chinese gold exploring in Australia started in 1850 and lion dances began about 1870 in Sydney and Melbourne,” Mr Fong said.
Sydney’s shopping centres are celebrating Chinese New Year to full effect, including the QVB, Westfield and World Square.
World Square, near Chinatown, is presenting an Australian-first with an augmented reality app featuring an intricate virtual dragon that twists and twirls its way around the square. Collecting 15 virtual red packets through the app wins you a gold packet that enters you into a prize draw – and you can take a selfie with the dragon.
John Fairbairn, general manager at World Square, said: “The City of Sydney’s Chinese New Year Festival attracts tens of thousands of international and interstate visitors each year.
“As a venue that skews towards a young Asian demographic, being a part of the city-wide program presents us with one of the biggest opportunities in retail outside of western calendar events such as Christmas.
“Mainland China was the second biggest source of tourists to Australia in 2016 and has grown 26 per cent year on year to more than 1 million.
“Chinese tourists spend 25 per cent more than any other tourist customer, according to research conducted by Tourism Australia,” Mr Fairbairn said.
At Westfield Sydney cultural celebrations include free tai chi classes in Pitt Street mall, complimentary tea tasting at Ladurée and trees decorated in red and gold on every floor.
The QVB will welcome Chinese New Year with an interactive installation, free dog portraits from renowned illustrator Belinda Xia, Lunar New Year exclusives from leading retailers and a WeChat campaign with gifts and offers.
QVB marketing manager Clare-Marie Martinez said: “This year we wanted to capture the joy dogs bring in an innovative way, highlighting the key traits of the Year of the Dog – generosity, loyalty and kindness.”
Sydney Chinese New Year 2018 celebrations run from 16 February to 4 March. For more information see sydneychinesenewyear.com
From the second I jumped out of my seat when the lights went down in the theatre I was hooked! Unfortunately I had entered the theatre with a pre conceived idea – that I wasn’t going to enjoy this production. … because of the very thing that was creating all the hype, the all female cast. I though the gender / feminist card would be thrust down the audiences throat as hard as that of the casting of a female Dr Who! I was wrong. For the first few minutes I fought hard with myself, looking for flaws – but honestly the play just won me over.
James Perkins design was simple but effective, multi layered and stylized – it didn’t need anything dramatic the play was so well crafted it could have been performed on a empty stage. Tim Mascoll’s clever use of light, shade and silhouettes, added to the sinister savagery consuming the Island and gave depth to the set.
The all female cast were young, playing young children / teenagers – not an easy task – it can be very easy to over act and it looks ridiculous, underact and the importance of the childhood is lost. This cast was spot on – Each one showing the transition from girl to woman to savage as well as portraying Golding’s symbolism . Piggy rationality, Rhalp civilisation, Simon innocence, Jack, savagery, Roger evil. Each one gave a well rounded performance each one being allowed to deliver moments of humour amid the unfolding horror.
Piggy was sublime and was a treat from beginning to tragic end – the likability of Gina Fillingham’s performance only heightened the pathos felt for the unheard, unlikely heroine. This was a stark contrast to the hatefully personality beautifully portrayed by Kate Lamb as Jack. The timing and interaction of all the girls was strong, credit to movement director Liz Ranken who utilised the bond of the cast none more so than with – Lowri and Mari Izzard as sisters Eric and Sam who were faultless. It was the timing and rhythm of the play that enabled the girls to work themselves into the halftime frenzy – creating highs and lows in pace and emotion allowing the audience to catch up with the events unfolding on the stage.
It was disturbing, as a female to watch the sisterhood destroy itself – the book depicts the symbol the boys waiting to be destroyed by the Beast aka man- this takes on a whole different meaning when you think of teenage girls on the brink of womanhood being petrified by the beast of man!
Most of us are familiar with the story of The Lord of The Flies and the demise of the boys left to their own devices in a world with no order – but to see females descend into the chaos of evil starting at innocent name calling and teasing, ending in death was bitter. I watched the play with my teenage son – who thought “the play was brilliant – but would have been more believable with boys as girls wouldn’t behave that way”
I disagree, as I have been a teenage girl and could fully buy into the ugliness that transpired. With this I learned two things – casting isn’t important the quality of the acting is and boy, girl, man or woman we are all victims of humanity, with a frailty of sanity on a knife edge between good and evil.
Once again a 5 Star production in this coproduction from Cardiff’s Sherman Theatre and Mold’s Theatr Clwyd who are back where they belong – leading the way in North Wales Theatre.
Lord of the Flies can bee seen at Theatr Clwyd until the 13 October. The production then play at Cardiff’s Sherman Theatre from Wed 17 Oct 2018 – Sat 03 Nov 2018
As a critic I am not technically minded, I view a play and my mind will automatically focus on the acting ability of the cast , as my background is in performing. However it would be impossible not to be blown away by the genius set design and the technicality of this production.
Using a revolving room on a split level, and a dividing floor the design by Amy Jane Cook easily managed to give the illusion of an open dolls house. (If the dolls house was a northern council house with poor electrics and bad house keeping!) This enabled the lounge, kitchen diner and bedroom all to be in full view of the audience. With swift transitions the bedroom revolved, the living room divided and the set transformed to Mr Boo’s night club. The first transition took place just after the beginning of the second half and was met with suitable gasps of awe from the impressed full house.
It would be rude not to give credit to the lighting design, by Nicholas Holdridge although naturalistic in nature a majority of the play took place in dimly lit rooms and at one point darkness. However the clever use of street, moon, dawn and torch light ensured the actors were always well lit and the tone and atmosphere were heightened. This combination of stage and technical magic combine in the final stages of the production, not wanting to spoil the effect -Theatre Clwyd’s production does stay true to the film and they do so very effectively. A combination of smoke, lights movement and LV’s impressions as she reaches breaking point culminates to an intense stage experience.
The cast were as impressive as the set, comic timing, physicality and delivery were strong. Each member of the small ensemble allowed each other to have stand out moments as well as ensuring they all worked well together to perform some very funny dialogue, comedic banter and duets. (watch out for Nicola Reynolds, Mari Hoff, LV’s mum and the brilliant Victoria John, Sadie, the down beaten neighbour performing “It’s Raining Men”)
This play can only work if LV can actually deliver the impressions stated – ergo this play works. It has been stated on social media that when Catrin Aaron sings its like Judy Garland is in the room. I fully agree – except Shirley Bassey, Marilyn Monroe and a host of others are there with her.
I was slightly disappointed with some of the direction of the play, continuity of stage exits occasionally seemed haphazard – this could be due to them being sacrificed for the technicality of the production – in which case I can forgive the occasions when walls are walked through – however towards the end of the play it felt like the cast had forgotten where doors were and they were just walking wherever!
Jim Cartwright’s script is undoubtedly witty and gritty and is supposed to be full of hilarity and vulgarity, however, I was waiting for the all important point when I would feel empathy with the characters, for me, it didn’t happen. I put this down to the direction of Wasserberg rather than the acting ability of the cast. It was played for laughs and in doing so the characters became more caricatures – that although I laughed with, I never fully connected with.
Other than this, it was a pleasure to watch, strong female leads and the standing ovation was justly deserved. Little Voice hits the right notes.
The energy in the theatre as the full house audience waits for the curtain to rise can only be described as hyper.
This is pretty standard for a Jaxx Martine Popstarz Academy show – because no matter what – you know for the next hour and a half your heart is going to burst with pride, and be blown away by the amount of hard work, dedication and talent that has gone into this show. This is not down to luck, this is clever planning and hours of dedication given by the two principle teachers Paula and Steve Duncan .
I am no stranger to this community group, I worked along with the Duncan’s four years ago in a local school on a performance workshop – the children involved were keen to have an outlet to express themselves and there was nowhere locally for them to do it. Around the same time the Duncan’s were looking for somewhere for their daughter to attend a drama class and found the nearest one to be a 30 minute drive away – So The Duncan’s thought;
“Why not try this ourselves, give our local children somewhere they can go….. if it works, it works out, if not it’s a bit of fun”
Professional performers themselves, working the circuit as singers and presenters, they have the skills and experience needed to deliver quality workshops and an ability to bond with the children. Four years later the small group of 17 has now expanded with a growing waiting list. They have moved from performing sharing sessions with parents to producing two shows a year in Rhyl’s Little Theatre, which despite it’s name seats a 190 plus audience. They also perform in one off shows including “Got to Sing Got to Dance” which showcases the community youth groups from the local areas in and around North Wales joining together and performing in Rhyl Pavilion Theatre for the charity Happy Faces. Paula has stated this was one of her proudest moments along side the children’s big production last year of a fantastic version of Willy Wonka.
The group sees children from ages 4 to 17 perform and the principles cater for all age ranges ensuring all children appear on stage more than once – this is no mean feat…. and the show itself was well crafted, this was not just a handful of 80’s pop songs performed by some school children, this was a delightful trip down 80’s lane. Full of comedy, including sketches from TV shows, adverts and dance. Naturally there were different levels of abilities, but, this became part of the charm. For example the cuteness and humour factor was used with the younger children. Understandably four to seven year olds are not going to give flawless Broadway performances ….. but who could not enjoy watching 4 mini Ghostbusters in full kit being chased around stage by bum shaking, tongue pulling ghosts?
The costumes were very realistic – I wanted to rush home read Smash Hits and pop on some lace gloves and plastic beads (Madonna). Other 80’s favourites included. White T shirts, red neckerchiefs (Bros)… Red cheerleaders (Hey Mickey) Green flared shirt high blonde pony (The shake and Vac Ad) Heely rolling, cartwheeling, old ladies (Super Gran)…. to name but a few…
The confidence of the children was one of the things I took away from the night, there were several solos and duets, to stand on an empty stage and sing solo to a full house takes some doing – this doesn’t just happen over night, this comes from having your talent nurtured , you don’t get that from reading a book or sitting on a computer. Each of the children performed to the best of their abilities all giving 100%.
However, It would be wrong not to comment on some stand out performances as there were some truly beautiful pieces, Stevie Duncan, daughter of Paula and Steve singing Fame was effortless and faultless, Lucas King (an up and coming Peter Kay) singing Bad with a bevy of beauties, A mini Hi Di Hi skit and Flashdance as a duet featuring a set of dancers. Demonstrating without doubt that this little community group delivers and is not your average Saturday club but is a little Performing Arts Academy. .
I caught up with two of the cast back stage Lucas King and Ruby Howarth I asked Ruby why she enjoyed Popstarz, (pictured below)
“I love the group, and Paula and Steve and all the friends I have made. I love everything we do but most of all I love the confidence it has given me”
“I really enjoy all the auditions we get to do, singing and acting is great fun, I love being on stage. I have been on stage lots of times In the last show we did I played Grand Pa Joe in Willy Wonka which was really good because it was a funny part and I love doing comedy”
For this particular production the hair on the back of your neck moment came when the 95 strong group performed together in their finale “Man in the Mirror” full of harmonies and emotion. You could see every child had had a blast on stage, topped off by an tearful Paula thanking everyone and making a very valid point . Paula was 20 when she first sang on stage – some of the children performing were babies.
That filled me with a sense of hope especially as earlier in the week I had read a disappointing article on Theatre In Education.
The article states how some community theatre groups and theatre in educational establishments would rather replace the children with professional actors or the children with more ability than the children with less – how is that producing COMMUNITY THEATRE ??? I feel the whole point is it that it isn’t professional. However it is the foundation for professional theatre, a place where talent can be found and grown.
Thankfully Popstarz is not that type of group and it allows all the children to shine – this group isn’t rare, but they are not common enough. Many areas have tailor-made theatre groups for children some even follow set programmes, which could encourage the type of performance snobbery suggested in the above article . They are often situated in towns or cities usually after school so access to these would typically need to be by car. Schools and local authorities do encourage instructors to come into to give taster sessions but unless what is on offer to these children can be accessed on their doorstep – what point is there?
This is not unique, a recent study in Kings College highlights my views and suggests this type of regeneration is the way forward for art in the future, and this type of community group is, in my opinion, is where arts funding should be focused.
“Only 8% of the population makes regular use of publicly funded cultural organisations, and this small minority is wealthy and white”.
So are arts grants working for the minority or the majority ? Are they opening doors to the arts? If they are they are still ensuring a guest list is being held – and if “your name isn’t down your not getting in.”
Instead of being helped by traditional arts grants the likes of small groups like Popstarz have to look else where for support. Another example, The Little Theatre in Rhyl, where Popstarz perform , a delightful theatre that hires out to community groups for a minimal fee, yet the building its self is in need of dire repair – and where is it turning for help – begging for votes for the Jewsons Grant scheme! Popstarz were recently awarded a grant by a local Housing Association for the good work they have done in the community .They have to fight for everything…. it doesn’t stop them succeeding …. but imagine what they could do with funding!!
Nick Wilson and Jonathan Gross report on a group of street dancers, their story is similar to that of Popstarz.
“Several of this group first encountered break dancing at school through an instructor brought in to run lunchtime sessions. This instructor connected the students to dance sessions provided free of charge by the local authority …… They had access to space, a friendly and supportive environment and informal mentoring from more experienced dancers.
Some now earn income through teaching break dancing in schools, prisons and at children’s birthday parties; and one member of the group spent several years dancing full-time…..”
Success brings success from performing in their little youth club space to performing on a professional stage. These children have been introduced to the theatre. Showing them that the theatre is a place where magic happens, it shows them the stage from the wings No one can tell you how that will make you feel, you need to experience it , how can you experience it if you are never given the chance ?
Our future audiences, actors, directors, playwrights etc, where are we going to find them and what voice will they have if they only come from one background ? Perhaps more importantly the reason funding should be made easily accessible to community groups is because of what they are doing . Ensuring theatre survives, showing that the theatre is a place to love, out of these children realistically maybe a quarter will continue with the arts in some form and hopefully some will continue to have successful careers as performers or may go on to teach the next generation of Popstarz. Whatever their story one thing is certain, almost all of them will hold a love for the theatre in some form and undoubtedly be an audience for the future – something that this generations theatre is sadly lacking.
If you would like to know more about Rhyl’s Little Theatre or Jaxx Martine Popstarz you can visit their Facebook pages
I am a forty something year old who has a childhood fondest for the Doctor, and as such I like to guess.
Ever since the realisation of Bad Wolf, I have been fascinated by the story arc. Waiting for the episodes written by Russell T – and in later years Stephen Moffat trying to see if a glimpse of the story arc could be fathomed.
Saturday night seemed to be the night for season ten. Written by Moffat and finally laying to rest the mystery of the vault, we had a brief reminder of how wonderful Michelle Gomez is as Missy, and whole universe of possibilities opened.
The plot was complex and played second fiddle, as my mind wondered. It took the blind Doctor, Bill and Nadul (who every week is evolving into a deeper layered character, under played skilfully by Matt Lucas) into what transpired to be a video game for some withered monks who were basically playing a bizarre version of SIMS, except the final end game was how to destroy the earth. Luckily the Dr had managed to send himself a message via his sexy ray bands and by what looks like will be the hand of Missy – the day may be saved in next week’s episode. In the back of my mind I had seen this playout before, and unfortunately ever since Bill has arrived I have had that feeling.
A new writer has emerged and with him cultural diversity is being rammed a little bit down our throats, but despite the colour of her skin and her fondness for the same sex, Bill is Rose, and the episodes we are watching are little more than enjoyable rewrites. Almost a by line, to pan out the season for the main event. ……..
I have no idea, but I have a whim. The trailer has been seen with The Master not Missy Master but John Sim. This could be a flash back or it could suggest degeneration and if the Master can degenerate then so can the Doctor. This had just been a thought until Saturday – On Saturday we saw the Doctor sacrifice something in his future regeneration to gain sight. Then there is Riversong’s book which was last seen with one of her deaths in the library – David Tennant’s Library.
I don’t know how, I don’t know when or where but I think this story will revisit the tenth Doctor, Rose the library and a story arc which will blow all other story arcs out of the stratosphere. Don’t forget who the new writer is, there is a lot to be said for 60 degrees of separation and a whole wonderful world upon worlds that these writers can play with.
I must confess my knowledge of “The Importance of Being Ernest” is limited to a handful of overused quotes about ladies’ diaries and a handbag. So on one hand I had the anticipation of the unexpected but on the other the uncertainty of the unknown.
From the second I took my seat I was no longer in The Antony Hopkins Theatre but transported back to Victorian times, the back drop giving the illusion of a period house, the set pieces minimal yet effective. Not a piece of furniture or prop wasted from the red leather sofa to the finely sliced cucumber sandwiches. As an additional trick to just drop you from your 21st century woes into the height of 19th century society no house lights dimmed and the entry of Nick Harris as the excellent if not scene stealing Merriman the Butler (and in later scenes Lane) was an unexpected start to the play. This instantly added to the feeling that I was just sat on the opposite sofa in the world of the play. This concept ran throughout, the cast all gave the impression they were at one point or another addressing the audience directly and letting us into their bizarre three act melodrama for the day.
The story as a whole was, on the surface a mild farce with a poor plot centred around identity, a name and relationships…. on the surface. The real brilliance of the play lies within it’s ironic undertones and satirical speeches poking fun at society, marriage, relationships the upper class – and much more. The actors were craftsmen in as such as they delivered outstanding performances of beautifully timed comedy, especially Matt Jessop as John, and James Backway as Algernon yet they never failed to let the undertones of what needed to be delivered get across. The relationship between the two actors on stage was a delight and one of the main reasons I found the play enjoyable. Their movements on stage were perfect, timed to dance like perfection. The end of Act II in the garden saw James Backway land a shot at Matt Jessop with a muffin that I doubt he can replicate again!!! But it wasn’t just the men who stole the show, not to be out done the ladies held their own and the bitchy banter between Gwen Fairfax (Emma Denly) and Cecily (Robyn Cara) was a master-class in delivery.
Of course the real star of the show is the writer Oscar Wilde this is without doubt his most famous play and understandably so. He writes of a world he was obviously part of and a world he was very sceptical of – we see in polite society, as it was called, that the higher up the social chain you were, the less polite one needed to be. Overall Victorian morals and views were different to todays, as a society we do not play by some of the rules in place some 100 years ago – however the majority of the play could be as relevant now as it was then and with a few tweaks this play would be a voice for today’s women, today’s illegitimate children, a voice against high society, it was in this area where I was at odds with the direction of the play as a whole. Although I found the set stunning, the garden with its 20ft plus high hedges even smelling of roses, personally I would have liked to see a modern take on the play. Yes, it’s important to keep tradition alive, yes the actors and the set and the director all did a fantastic job but Oscar Wilde was such a revolutionary writer, he was writing about topics in a way that were so ironic and so iconic that 100 years later we are still talking and quoting him and laughing at his plays…. Would he really want them played out in the same staid way? I can’t see that he would – I think he would be wanting directors to be using his words to incite the same outrage he did.
Despite my enjoyment of the production it was disappointing to watch the play in a half full theatre, in the main it was a sea of older audience members and I had to ask …. Is that because this is a traditional performance of what is viewed as an old play for an older audience who love Oscar Wilde? I hope not. This production has received excellent responses and I know the theatre is undergoing physical changes at the minute. I am excited to see the direction this takes but if it continues to stick to the same programme I feel it will continue to have the same type of audience I was part of on Saturday afternoon. I am not going grey (yet), not necessarily an Oscar Wilde fan but I found this production a total blast from start to finish. It felt slightly on the longer side as it had 3 acts as opposed to the usual 2, however when you consider the extravagant set and the time it would take to get in and out of a bustle I am not surprised but it was worth the wait.
Overall I would definitely recommend this for all audiences no matter what colour your hair! 4 stars out of 5