UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported): June 4, 2015
|
Turbine Truck Engines, Inc.
|
|
(Exact name of small business issuer as specified in its charter)
|
|
Nevada
|
|
333-109118
|
|
59-3691650
|
|
(State or other jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification Number)
|
11120 NE 2nd Street, Suite 200, Bellevue, WA 98004
(Address of principal executive offices)
(206) 617-9797
(Registrant’s telephone number, including area code)
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.)
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c))
Item 1.01 Entry Into a Material Agreement.
On June 3, 2015, Turbine Truck Engines, Inc. (the “Company”) signed and executed a Services Agreement with Sahoma Controlware, LLC to provide the Company with engineering services for the Design, Modeling and Simulation of Turbine Truck Engine’s Gas-to-Liquid (“GTL”) Process technology for converting Methane and Oxygen Gas into Methanol Liquid. This agreement to initially model & simulate the GTL technology is defined as Phase 1 of the Company’s intention to validate and confirm the viability of expending additional Company resources to move the product development of its GTL technology into Phase 2 which is defined by the Company as building a physical bench prototype based on the design, data and blueprints generated by Sahoma Controlware from this Phase 1 agreement.
The contract cash price to complete the design, modeling and simulation as defined under this Phase 1 agreement is $36,080.00 (USD). Under the terms of this June 3, 2015 agreement, Turbine Truck Engines, Inc. owns 100% of all created Intellectual Property, designs, data, notes and potential patent filings generated during the product development of the GTL technology.
Item 9.01 Financial Statements and Exhibits.
|
10.1
|
Buyers Services Agreement, dated June 3, 2015
|
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 hereunto duly authorized.
| |
Turbine Truck Engines, Inc. |
|
| |
|
|
|
| Dated: June 4, 2015 |
By: |
/s/ Chris David |
|
| |
|
Chris David |
|
| |
|
President |
|
3
EXHIBIT 10.1
|
Proposal to:
|
Turbine Truck Engine, Inc.
|
|
Address:
|
11120 NE 2nd Street
|
|
|
Suite 200
|
|
|
Bellevue, WA 98004
|
|
|
|
|
Attention:
|
Mr. Chris David
|
|
|
|
|
Copies to:
|
Mr. Enzo Cirillo
|
|
|
Mrs. Angelia Dean
|
|
|
|
|
Proposal for:
|
Gas-To-Liquid Process Design & Modeling
|
|
|
|
|
Proposal No.:
|
15-TTE-0331-P-001-R5
|
|
Date Submitted:
|
June 3, 2015
|
|
|
|
|
Proposal By
|
Sahoma Controlware, LLC
|
|
|
36 NE 52nd Street
|
|
|
Oklahoma City, OK 73105
|
|
|
|
|
Contact Name:
|
Justin Dean
|
|
|
|
|
Telephone:
|
(405)-604-0535 ext. 204
|
|
|
|
|
|
Proposal No.:
|
|
15-TTE-0331-P-001-R5
|
|
|
GTL Phase 1
|
|
Date Submitted:
|
|
June 3rd, 2015
|
|
|
|
Client Name:
Location:
|
|
Turbine Truck Engines
Bellevue, WA
|
|
|
|
|
|
|
|
Page 2
Table of Contents:
|
1.0 General Description
|
|
|
3
|
|
|
1.1.
|
GTL Process Design, Modeling, and Simulation: High Voltage Section
|
|
|
3
|
|
|
1.2.
|
GTL Process Design, Modeling, and Simulation: Chemical Reactor
|
|
|
3
|
|
|
1.3.
|
GTL Process Design, Modeling, and Simulation: Process Loops
|
|
|
4
|
|
|
2.0 Scope of Deliverables
|
|
|
4
|
|
|
2.1.
|
Drawing & Documentation Deliverables
|
|
|
4
|
|
|
3.0 Services
|
|
|
5
|
|
|
3.1.
|
Technical Services Provided By SAHOMA CONTROLWARE
|
|
|
5
|
|
|
3.2.
|
Services not included or to be provided by others
|
|
|
5
|
|
|
4.0 Commercial
|
|
|
6
|
|
|
4.1.
|
Pricing
|
|
|
6
|
|
|
4.2.
|
Delivery Schedule
|
|
|
6
|
|
|
4.3.
|
Terms of Payment
|
|
|
6
|
|
|
5.0 Buyers Agreement
|
|
|
7
|
|
Appendix:
| |
|
|
|
Proposal No.:
|
|
15-TTE-0331-P-001-R5
|
| |
GTL Phase 1
|
|
Date Submitted:
|
|
June 3rd, 2015
|
| |
|
Client Name:
Location:
|
|
Turbine Truck Engines
Bellevue, WA
|
| |
|
|
|
|
|
Page 3
1.0 GENERAL DESCRIPTION
Base Offering:
The intent of this proposal is to provide a firm price for performing Design, Modeling, and Simulation of Gas To Liquid Process for converting Methane & Oxygen Gas into Methanol Liquid using TT Engine’s owned GTL Process Technology. The deliverables and pricing included in this proposal are based on the following:
| |
·
|
Patented Process Documentation by TT Engines
|
| |
·
|
Conference Call Discussions between Sahoma Controlware and TT Engines
|
Refer to Section 2 herein for a list of deliverables included with this proposal, and Section 3 for the services. All pricing and commercial details are outlined in Section 4 herein.
1.1. GTL PROCESS DESIGN, MODELING, AND SIMULATION: HIGH VOLTAGE SECTION
The proposed services in the base scope is for Sahoma Controlware to evaluate, design & model Electromagnetic High Voltage Section. The High Voltage Section Output will be applied to the Chemical Reactor. This high voltage output will be applied to the Chemical Reactor. Sahoma Controlware will utilized SolidWorks Electrical Professional to Design this section. SolidWorks Electrical Professional will also be used to Model and simulate the following:
| |
·
|
Electrical Efficiency
|
| |
·
|
Power Factor
|
| |
·
|
Short Circuit
|
| |
·
|
Electromagnetic Strength
|
| |
·
|
Etc.
|
1.2. GTL PROCESS DESIGN, MODELING, AND SIMULATION: CHEMICAL REACTOR
The proposed services in the base scope is for Sahoma Controlware to design, model, and simulate Chemical Reactor. The Chemical Reactor will consist of Electrostatic Plates, Reactor Housing, and Flow Element. Sahoma Controlware will utilized SolidWorks Premium for Mechanical, Structural, and Chemical/Process Design. SolidWorks Simulation Premium and SolidWorks Flow Simulation will be used to Model and simulate the following:
| |
·
|
Gas Flow Design
|
| |
·
|
Fluid Flow Design
|
| |
·
|
Pressure Design
|
| |
·
|
Structural/Thermal Design
|
| |
·
|
Mechanical Design
|
| |
·
|
Fatigue
|
| |
·
|
Design Comparison
|
| |
·
|
Etc.
|
| |
|
|
|
Proposal No.:
|
|
15-TTE-0331-P-001-R5
|
| |
GTL Phase 1
|
|
Date Submitted:
|
|
June 3rd, 2015
|
| |
|
Client Name:
Location:
|
|
Turbine Truck Engines
Bellevue, WA
|
| |
|
|
|
|
|
Page 4
1.3. GTL PROCESS DESIGN, MODELING, AND SIMULATION: PROCESS LOOPS
The proposed services in the base scope is for Sahoma Controlware to design, model, and simulate Chemical Process. The Chemical Process will consist of Pressure Elements, Flow Elements, and Valve Elements. Sahoma Controlware will utilized SolidWorks Premium for Mechanical, Structural, and Chemical/Process Design. SolidWorks Simulation Premium and SolidWorks Flow Simulation will be used to Model and simulate the following:
| |
·
|
Gas Flow Design
|
| |
·
|
Fluid Flow Design
|
| |
·
|
Pressure Design
|
| |
·
|
Structural/Thermal Design
|
| |
·
|
Mechanical Design
|
| |
·
|
Fatigue
|
| |
·
|
Design Comparison
|
| |
·
|
Etc.
|
2.0 SCOPE OF DELIVERABLES
2.1. DRAWING & DOCUMENTATION DELIVERABLES
|
Item Description
|
|
Document Format
|
|
Process Design Document
|
|
MS Word and/or PDF
|
|
Mechanical, Electrical, Process Drawings
|
|
SolidWorks and/or PDF
|
|
Modeling & Simulations Reports
|
|
SolidWorks and/or PDF
|
| |
|
|
|
Proposal No.:
|
|
15-TTE-0331-P-001-R5
|
| |
GTL Phase 1
|
|
Date Submitted:
|
|
June 3rd, 2015
|
| |
|
Client Name:
Location:
|
|
Turbine Truck Engines
Bellevue, WA
|
| |
|
|
|
|
|
page 5
3.0 SERVICES
3.1. TECHNICAL SERVICES PROVIDED BY SAHOMA CONTROLWARE
| |
|
·
|
Project Management and administrative services to facilitate Engineering, Design, Simulation and Modeling tasks associated with the proposed deliverables.
|
| |
|
·
|
Provide Mechanical, Electrical, and Process Engineering & Design Services as outlined in this proposal.
|
| |
|
·
|
Provide Mechanical, Electrical, and Process Simulation Services as outlined in this proposal.
|
| |
|
·
|
Provide design submittals of SAHOMA CONTROLWARE system drawings.
|
| |
|
·
|
Provide Weekly Reports for Project updated, road blocks, etc.
|
| |
|
·
|
All Designs & Intellectual Property belong to Truck Turbine Engines, Inc.
|
3.2. SERVICES NOT INCLUDED OR TO BE PROVIDED BY OTHERS
The following services are not included as part of the SAHOMA CONTROLWARE services unless otherwise specified or requested:
| |
|
·
|
Costs or monies to provide any customer required site specific training, safety certifications, or special testing including physicals, screening, or other criteria that has not been specified by the customer and agreed upon by SAHOMA CONTROLWARE.
|
| |
|
·
|
Training: This service can be provided upon request for an additional price after further discussions with the customer have occurred regarding the necessary training required.
|
| |
|
·
|
Process Test System Design & Development is not included in this project. This will be address in another phase.
|
| |
|
·
|
Excessive Time Spent for unforeseen design issues are not included. This is based on Sahoma Controlware spending more than double the time estimated in the Base Scope. Compensation will be agreed by managing members of TT Engines and Sahoma Controlware at that time.
|
| |
|
|
|
Proposal No.:
|
|
15-TTE-0331-P-001-R5
|
| |
GTL Phase 1
|
|
Date Submitted:
|
|
June 3rd, 2015
|
| |
|
Client Name:
Location:
|
|
Turbine Truck Engines
Bellevue, WA
|
| |
|
|
|
|
|
Page 6
4.0 COMMERCIAL
4.1. PRICING
The pricing for the design, supply, and fabrication of equipment as specified in this Proposal:
|
Base:
|
One (1 R&D GTL Process Engineering, Design, Modeling, and Simulation services as described herein.
|
|
$
|
36,080.00
|
|
|
Currency:
|
US Dollars
|
|
Point of Delivery:
|
Bellevue, Washington
|
|
Freight:
|
Not Included “cost to be added to final invoice”
|
|
Proposal Validity:
|
July 2, 2015
|
|
Price Escalation:
|
See attached 'Terms and Conditions of Sale'
|
|
Taxes:
|
Not Included – All taxes state & local taxes levied shall be invoice additional to the base price amount.
|
|
Duties:
|
Not Included:
|
|
Field Service
|
Not Included:
|
4.2. DELIVERY SCHEDULE
|
Preliminary Delivery Schedule date for shipment
|
6-8 Weeks ARO
|
The proposed schedule is valid for thirty (30) days from date of Proposal and is subject to availability of materials and receipt of prior orders, and may be revised during final negotiation and confirmed before award. Actual details pertaining to the shipping dates of specific items will be handled during administration of the contract.
4.3. TERMS OF PAYMENT
All payments are due NET 30 unless otherwise agreed to with the exception of “Award of Purchase Order” milestone. This milestone is due upon receipt. Project will not begin until this milestone payment is received.
Base:
|
30%
|
Award of Project
|
$ 10,824.00
|
Receipt of Invoice
|
|
40%
|
First Submittal of Design & Modeling Document
|
$ 14,432.00
|
NET 30
|
|
30%
|
Project Documentation Complete
|
$ 10,824.00
|
NET 30
|
| |
|
|
|
Proposal No.:
|
|
15-TTE-0331-P-001-R5
|
| |
GTL Phase 1
|
|
Date Submitted:
|
|
June 3rd, 2015
|
| |
|
Client Name:
Location:
|
|
Turbine Truck Engines
Bellevue, WA
|
| |
|
|
|
|
|
Page 7
5.0 BUYERS AGREEMENT
Proposal Number: 15-TTE-0331-P-001-R5
Project Number: 15-TTE-001
Proposal Amount $36,080.00
Please acknowledge your acceptance of this agreed upon purchase price, payment plan and General Terms & Conditions by signing and returning a copy of this page to Sahoma Controlware, LLC with your confirmed order/purchase order.
30% Award of Project ($10,824.00) Receipt of Invoice
40% First Submittal of Design & Modeling Document ($14,432.00) NET 30
30% Project Documentation Complete ($10,824.00) NET 30
Buyers Acceptance (Signature) /s/ Chris David Date: June 3, 2015
Printed Name: Chris David, President
Company Name: Turbine Truck Engines, Inc.
Company Order Reference Number: GTL Phase 1