UNITED
STATES
SECURITIES
AND
EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
report (Date of earliest event reported):
August 7,
2008
Terra Systems,
Inc
.
(Exact
name of registrant as specified in its charter)
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Utah
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000-31483
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87-0476073
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(State
or Other
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(Commission
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(I.R.S.
Employer
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Jurisdiction
of
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File
number)
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Identification
No.)
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Incorporation)
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7001
S 900 E Ste 260
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Midvale, Utah
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84070
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (801) 208-1289
Not
applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
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Pursuant
to Rule 12g-4 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), Terra Systems, Inc. (the “Company”) filed on August 11, 2008 a Form 15 to
suspend the Company’s duty to file any reports required under Section 13(a) of
the Exchange Act. Termination of the registration of the Company’s
shares of common stock under Section 12(g) of the Exchange Act shall take effect
upon the earlier of (i) ninety (90) days from the date of the filing of the Form
15 or (ii) such shorter period as the Securities and Exchange Commission (“SEC”)
may determine.
The
suspension of the Company’s reporting obligations is necessary because the
Company’s current board of directors determined on August 7, 2008, that the
Company’s shares of common stock were no longer validly registered with the
SEC. On July 11, 2001, the Utah Division of Corporations and
Commercial Code administratively dissolved the original registrant corporation
(“Terra 1”). On September 29, 2003, the then-current management of
Terra 1 attempted to reincorporate Terra 1 by filing the Company’s articles of
incorporation, which included a reincorporation provision. Despite
the reincorporation provision contained in the Company’s articles of
incorporation, under Utah law the Company is considered a distinct corporation,
separate and apart from Terra 1. As part of the Company’s
incorporation, the Company’s then-current board of directors assigned all of
Terra 1’s assets and liabilities to the Company and, in exchange, deemed each
outstanding share of Terra 1 to be a valid and outstanding share of the
Company. However, such claim relating to the validity of
the Terra 1 shares likely would be invalid under Utah law. Further,
the shares of the Company appear not to have been distributed to shareholders of
Terra 1, and thus it is likely that both Terra 1 and the Company have
outstanding shares. The Company’s current board of directors believes
that each Terra 1 share, and shares issued between the dissolution date of Terra
1 up to the reincorporation date of the Company represents, in substance, a
claim for one share of the Company. Additionally, the Company’s current board of
directors has determined that following the transfer of Terra 1’s assets and
liabilities to the Company, the Company’s shares were never subsequently
registered under the Securities Act of 1933, as amended, or the Exchange
Act. In light of the separate corporate identities of the two
entities, the Company’s board of directors and management believe that it is
necessary and in the best interest of the Company to suspend the Company’s
reporting obligations with the SEC.
By
suspending the Company’s duty to file reports with the SEC, the Company plans to
focus its efforts and resources on advancing the development of the Company’s
Pneumatic Accelerator System (“PAS”) and the associated Hiawatha coal recovery
project. Once the Company has confirmed that PAS is a viable
technology, the Company will then focus its attention on resolving its
incorporation issues with the Utah Division of Corporations and Commercial Code
and its registration issues with the SEC. The Company is unable
to estimate when, and if, it will be able to divert its limited resources from
advancing the business of the Company, including efforts related to the Hiawatha
coal recovery project, to the issues surrounding its incorporation and
registration or whether its shares of common stock will become publicly tradable
again.
As a
result of the Form 15 filing, the Over the Counter Bulletin Board will
automatically delist the Company’s common stock. Thereafter, there
may be limited trading in the Company’s common stock on the Pink Sheets®
quotation service, although no assurances can be given that any market will
exist. Rule 15c2-11 under the Exchange Act requires brokers to obtain certain
information and assess its reliability before publishing quotations for
securities that are not registered under the Exchange Act. The
Company has made no commitment to continue to disclose to the public any
specific types of financial or other information, and any information that it
does make available to the public may not include all of the information that a
broker would need to have available in order to publish quotations of the
Company’s common stock under Rule 15c2-11. Accordingly, quotations
for the Company’s common stock in the Pink Sheets may cease to be published if
brokers determine that the available information about the Company is no longer
current. In that case, there would be no public market for the
Company’s common stock, and stockholders may be unable to sell shares of the
Company’s common stock.
Item
1.01 Material
Contract
On July
30, 2008, the Company entered into a coal sale transaction with Standard
Industries, which is anticipated to generate a net margin of
$120,000. The coal was selectively recovered from waste coal
stockpiles located in Carbon County, Utah. Management is currently
negotiating contractual rights to these same stockpiles. Upon
conclusion of these negotiations, the Company expects to begin excavating,
processing and upgrading coal from these waste stockpiles.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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As of
August 11, 2008, the Company has realigned corporate
responsibilities. Clayton Timothy has been reassigned from CEO of the
Company to focus on operations related to coal recovery and coking
projects. Mr. Timothy’s new title will be Director of Coal and Coke
Operations. George Ford has been reassigned from President of the
Company to Director of Product Development where he will work on the technical
aspects of the coal recovery and clean coke projects. The Company currently
intends to hold the positions of CEO and President vacant. In the
interim, Mr. Reynold Roeder, Executive Chairman, and Mr. Daniel Breene, Chief
Financial Officer, will provide these functions to the Company.
Item
8.01 Other
Events
The
information contained in Item 3.01 is hereby incorporated by reference in this
Item 8.01.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
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Terra
Systems, Inc.
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(Registrant)
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Date
August
11, 2008
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By:
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/s ______________________________
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Reynold
Roeder
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Executive
Chairman
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