GBOE
 

Getting alerts for the play, thought I'd share..

Form 8-K for GEOBIO ENERGY, INC.


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7-Jun-2010

Entry into a Material Definitive Agreement



Item 1.01 Entry Into a Material Definitive Agreement
Amendment to the Agreement for the Stock Purchase Acquisition of Collins Construction, Inc..

On June 1, 2010, GeoBio Energy, Inc. ("GeoBio"), entered into an amendment to its Stock Purchase Agreement with Collins Construction, Inc. ("Collins"), dated March 30, 2010 (the "Collins Stock Purchase Agreement"), for the purchase one hundred percent (100%) of the issued and outstanding capital stock of Collins (the "Amendment").

Under the original Collins Stock Purchase Agreement, GeoBio agreed to a purchase price ("Purchase Price") including, among other items, (i) Eight million Dollars in cash ($8,000,000.00)(the "Collins Cash Consideration"), Fifty thousand dollars ($50,000.00) of which was due, payable and paid by GeoBio to Collins at execution of the Collins Stock Purchase Agreement as a non-refundable down payment, but which under the original Collins Stock Purchase Agreement was to be credited against the Collins Cash Consideration due at closing (the "Initial Down Payment"), and (ii) a Five (5) year, 8% Subordinated Promissory Note (the "Collins Note") in the amount of Two million, five hundred thousand dollars ($2,500,000.00), with annual interest payable on a quarterly basis.

The closing was originally scheduled to take place on or before June 1, 2010 (the "Closing Date"), but the Collins Stock Purchase Agreement provides GeoBio with the right and option to extend the Closing Date until July 1, 2010 (the "Extended Closing Date"), in exchange for (i) an additional, non-refundable down payment of Fifty thousand Dollars ($50,000.00) if paid on or prior to June 1, 2010 (the "Additional Down Payment"), which under the original Collins Stock Purchase Agreement was also to be credited against the Collins Cash Consideration due at closing, and (ii) two hundred thousand (200,000) shares of GeoBio's common stock.

Under the Amendment, the parties agreed the GeoBio's Initial Down Payment, which GeoBio paid on or around March 30, 2010, will not be credited against the Purchase Price, but rather is treated in the nature of an additional payment of consideration, in exchange for (i) GeoBio's extension of the Additional Down Payment date from June 1, 2010 to June 4, 2010, which GeoBio paid to Collins on June 4, 2010, and the extension of the Extended Closing Date from July 1, 2010, to July 16, 2010. Under the Amendment, therefore, the Additional Down Payment is treated as the single down payment, and remains nonrefundable but credited against the Collins Cash Consideration portion of the Purchase Price.

Collins is a civil construction company that primarily constructs natural gas extraction sites and platforms for drilling, and reclamation of the site locations following the drilling phase, as well as access roads to and from wells, reserve pits and production facility pads, in the Piceance Creek Basin. Its construction services occur primarily during the site construction and site completion or restoration life cycles of natural gas fields and oil wells.

GBOE
 

Press Release Source: GeoBio Energy, Inc. On Tuesday June 8, 2010, 6:30 am

SEATTLE, June 8, 2010 (GLOBE NEWSWIRE) -- GeoBio Energy, Inc. (Pink Sheets:GBOE - News) ("GeoBio"), is pleased to announce its engagement of Peterson Sullivan LLP to review the filings to bring GeoBio current and perform the audit of GeoBio's two previously announced acquisition targets in the natural gas and oil services industry.



Peterson Sullivan LLP, based in Seattle, is one of the largest CPA firms in the Pacific Northwest and has extensive experience and expertise with publicly traded companies, closely held businesses and nonprofits. The firm is registered with the Public Company Accounting Oversight Board and is an independent member firm associated TIAG and MSNA. Peterson Sullivan will review and audit the SEC filings in order to bring GeoBio current in its 1934 Exchange Act disclosure obligations, and perform the audits on the two target acquisitions.



The firm will perform their work under the direction of Douglas A. Daniel, GeoBio's incoming Senior Vice President of Corporate Development and Finance. "Both Doug and I are very happy to have an experienced and very qualified firm to bring the company current and complete the audits of our two proposed acquisitions," said GeoBio's incoming CEO, John Sams, "We look forward to moving forward with our business integration and planned growth strategy after timely completion of this work."

GBOE this is the time to load up. over ranged averages. load on the way down. ride on the way up.

$GBOE
is an easy flip play here, common sense is knocking on the door telling traders to get involved @ .0001 & get out when we hit the .0002 for a 100% profit. We've seen the play hit .0005 in mid April so w/ good PR we could easily see this happen again. IMO there could be even bigger gains.

GBOE
 

GeoBio Energy, Inc. (OTC.PK: GBOE)
GeoBio seeks to become a dominant player in the oil and natural gas services field. Management believes the proposed acquisitions of (i)H&M Precision Products (H&M), a chemical blending company focused on oil and natural gas production improvement in the San Juan Basin shale play area of New Mexico and (ii)a civil construction company operating in the Piceance Creek Basin shale play area of Colorado, provide a solid platform for substantial growth.

New management, in connection with its recent due diligence review, has spent significant time onsite with the two companies and believes both companies will benefit from (i) the vision and experience of a strong management team and (ii) a proactive strategic sales and marketing plan. This combination is expected to unlock additional value through growth and expansion in existing and new geographic markets.

H&M, operating in the San Juan Basin, is known for its quick and effective response to customer problems with customized chemical formulations tailored to the needs of individual gas and oil wells. This competitive advantage has generated customer loyalty, consistent growth and profitability and provided customers with optimum production efficiency. Through a proactive sales and marketing effort GeoBio expects to expand the customer base of H&M throughout the San Juan Basin. Further, given that the Piceance Creek Basin is developing at a rapid pace, GeoBio intends to establish immediately a chemical blending and service operations in the Piceance Basin.

The civil construction company has a strong reputation in the Piceance Creek Basin and has a key customer with substantial opportunity for growth. Additional growth through expanding the business to all the major operators in the basin will be a top priority. In addition, GeoBio intends to establish a civil construction business in the San Juan Basin taking advantage of the strong, loyal customer relationships of H&M. The stellar performance, quality and safety record of the civil construction company will be a significant competitive advantage in the San Juan Basin.

GeoBio also expects to grow organically by (i) expanding geographically through the existing relationships of its pending business acquisitions and (ii) taking advantage of synergies between the two companies