Special Note Regarding Forward Looking Statements.
This quarterly report on Form 10-Q of
interval ended
the that means of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, that are
meant to be lined by the secure harbors created thereby. To the extent that
such statements aren’t recitations of historic truth, such statements
represent ahead trying statements which, by definition, contain dangers and
uncertainties. In explicit, statements beneath the Sections; Description of
Business, Management’s Discussion and Analysis of Financial Condition and
Results of Operations comprise ahead trying statements. Where in any
forward-looking statements, the Company expresses an expectation or perception as to
future outcomes or occasions, such expectation or perception is expressed in good religion
and believed to have an affordable foundation, however there will be no assurance that the
assertion of expectation or perception will outcome or be achieved or achieved.
The following are elements that might trigger precise outcomes or occasions to vary
materially from these anticipated and embody however aren’t restricted to: normal
financial, monetary and enterprise circumstances; adjustments in and compliance with
governmental laws; adjustments in tax legal guidelines; and the price and results of authorized
proceedings.
You shouldn’t depend on ahead trying statements on this quarterly report. This
quarterly report accommodates ahead trying statements that contain dangers and
uncertainties. We use phrases equivalent to “anticipates,” “believes,” “plans,”
“expects,” “future,” “intends,” and comparable expressions to establish these
forward-looking statements. Prospective traders shouldn’t place undue
reliance on these forward-looking statements, which apply solely as of the date of
this quarterly report. Our precise outcomes may differ materially from these
anticipated in these forward-looking statements.
Our Business Overview.
integrated within the
On
Articles of Amendment to its Articles of Incorporation (the “Amendment”) which
modified the title of the Company from
Corporation
Company to
the Company filed with the
its Articles of Incorporation (the “Amendment”) which modified the title of the
Company from
Company subsequently modified its principal workplace deal with to
On
Saveene.Com Inc. (“Saveene”) the popular shareholder. Under the settlement,
Saveene granted the Company entry to a number of yachts and jets for the aim of
providing these vessels to the end-user and most people on the market and or
constitution. Additionally, the Company gained entry to a number of patent-pending
applied sciences and all the Saveene again workplace that focuses on the yacht and
jet business sector. This operational affiliate plan with Saveene.Com allowed
the Company to supply a white-label kind resolution and unique gear
producer beneath the Company’s personal model title Nacaeli, meting out the necessity to
purchase and carry any stock. All future Company and or Nacaeli model
success orders normal upkeep, and repairs issues equivalent to mechanical
restore, buffering, and comparable can be outsourced aside from administrative
operational and company governance duties.
On
courses of most well-liked shares. Class “B” and class “C’ most well-liked shares. One class
of shares B could be used to supply securitization for the watercraft whereas class
C most well-liked shares could be used together with the securitization of air
crafts.
29
Series B Convertible Preferred Stock (the “Preferred Stock”) was approved for
10,000,000 shares of the Company. Each share of Preferred Stock is entitled to
one thousand (1,000) votes per share and on the election of the holder converts
into one thousand (1,000) shares of Company’s frequent inventory, so on the completion
of the inventory buy, the Purchaser owns roughly 100% of the totally
diluted excellent fairness securities of the Company and roughly 100% of
the voting rights for the excellent fairness securities. The consideration for
the acquisition was supplied to the Purchaser from the personal funds of the
principal of the Purchaser.
Series C Non-Convertible Preferred Stock (the “Preferred Stock”) was approved
for 10,000,000 shares of the Company. Each share of Preferred Stock is entitled
to 1 thousand (1,000) votes per share and on the election of the holder. The
sequence C is Non-Convertible Preferred Stock. The Purchaser owns roughly
100% of the totally diluted excellent fairness securities of the Company and
roughly 100% of the voting rights for the excellent fairness securities.
The consideration for the acquisition was supplied to the Purchaser from the
personal funds of the principal of the Purchaser.
On
offered
24, 2020
and 10,000 shares of sequence C shares. The face quantity of the Company be aware
obligation submit the aforementioned conversions and purchases is
Acquisition of TNRG Preferred Stock
On
of
the issued and excellent shares of most well-liked inventory (the “Preferred Stock”) of
TNRG from
“Purchase”). The buy worth of
money and was supplied from the person personal funds of Purchaser.
The Preferred Stock acquired by the Purchaser consisted of:
1. 50,000,000 shares of Series A Convertible Preferred Stock whereby every
share is entitled to fifteen (15) votes and converts into ten (10) shares
of the Company's frequent inventory.
2. 5,000 shares of Series B Convertible Preferred Stock whereby every share
is entitled to 1 thousand (1,000) votes and converts into one thousand
(1,000) shares of the Company's frequent inventory.
3. 10,000 shares of Series C Non-Convertible Preferred Stock whereby every
share is entitled to 1 thousand (1,000) votes and is non-convertible
into shares of the Company's frequent inventory.
Acquisition of Assets of Nature
On
into an Interest Purchase Agreement (the “Interest Purchase Agreement”), which
closed on the identical date. Pursuant to the phrases of the Interest Purchase
Agreement, the members of Nature offered all of their membership pursuits in
Nature to TNRG in trade for sixty million (60,000,000) shares of TNRG’s
Common Stock. As a outcome of this transaction, Nature grew to become a wholly-owned
subsidiary of TNRG.
The Interest Purchase Agreement contained customary representations and
warranties and pre- and post-closing covenants of every celebration and customary
closing circumstances. Breaches of the representations and warranties can be
topic to customary indemnification provisions, topic to specified mixture
limits of legal responsibility.
The membership Interest Purchase Agreement can be handled as an asset
acquisition by the Company for monetary accounting functions. Nature can be
thought of the acquirer for accounting functions, and the historic monetary
statements of Nature, earlier than the membership trade will change the historic
monetary statements of TNRG earlier than the membership trade and in all future
filings with the
30
Immediately following the Interest Purchase Agreement, the enterprise of Nature
grew to become TNRG’s fundamental operation. Nature is the premier supply of turnkey CBD and
Hemp extract options. The Company was based in
Convertible Note Payable Short Term
On
Investments, LLC
date of
transformed into frequent inventory,
phrases of the be aware settlement shall be made in lawful cash of
of America
paid when due shall bear curiosity on the charge of twenty two p.c (22%) per
annum from the due date thereof till the identical is paid. As of
the principal stability excellent was
The holder shall have the appropriate once in a while, and at any time through the
interval starting on the date which is 100 eighty (180) days following
the date of this be aware, to transform all or any half of the excellent and unpaid
principal quantity into Common Stock. The conversion shall equal sixty-five
p.c (65%) of the bottom buying and selling costs for the Common Stock through the
twenty (20) day buying and selling interval ending on the most recent full buying and selling day prior
to the conversion date, representing a reduction charge of thirty-five p.c
(35%).
On
offered
24, 2020
and 10,000 shares of sequence C shares. The face quantity of the Company be aware
obligation submit the aforementioned conversions and purchases is
The Company accounts for an embedded conversion function as a by-product beneath
ASC 815-10-15-83 and valued individually from the be aware at truthful worth. The embedded
conversion function of the be aware is revalued at every subsequent reporting date at
truthful worth and any adjustments in truthful worth will end in a acquire or loss in these
intervals. The Company recorded a by-product legal responsibility of
change in by-product legal responsibility of
three and six months ended
As a outcome of the failure to well timed file our Form 10-Q for the three month
interval ended
2020
Payable had been in default. The Company is at present in discussions to restructure
the phrases of the be aware and recorded default curiosity of
the three and six months ended
was recorded for the three months interval ended
Long Term
On
principal quantity of
8% each year and is due and payable in twenty-four (24) months. The holder of
this be aware has the appropriate, on the holder’s possibility, upon the consummation of a sale
of all or considerably all of the fairness curiosity within the Company or personal
placement transaction of the Company’s fairness securities or securities
convertible into fairness securities, unique of the conversion of this be aware or
any comparable notes, to transform the principal quantity of this be aware, in entire or in
half, plus any curiosity which accrues hereon, into totally paid and nonassessable
shares at a conversion worth of
occasions of default, together with, amongst different issues, cost defaults, covenant
breaches, sure representations and warranties, sure occasions of chapter,
liquidation and suspension of the Company’s Common Stock from buying and selling. If such
an occasion of default happens, the holders of the Note could also be entitled to take
varied actions, which can embody the acceleration of quantities due beneath the
Note and accrual of curiosity as described above.
31
As a outcome of the failure to well timed file our Form 10-Q for the three month
interval ended
2020
Payable had been in default. On
Agreement (the “Agreement”) waiving the default provisions listed within the Notes
associated to the Company’s failure to well timed file its Form 10-Q for the three
month interval ended
31, 2020
curiosity has been accrued in these monetary statements.
On
be aware within the principal quantity totaling
bears curiosity at 8% each year and is due and payable in twenty-four (24)
months. The holder of this be aware has the appropriate, on the holder’s possibility, upon the
consummation of a sale of all or considerably all of the fairness curiosity within the
Company or personal placement transaction of the Company’s fairness securities or
securities convertible into fairness securities, unique of the conversion of
this be aware or any comparable notes, to transform the principal quantity of this be aware, in
entire or partially, plus any curiosity which accrues hereon, into totally paid and
nonassessable shares at a conversion worth of
customary occasions of default, together with, amongst different issues, cost defaults,
covenant breaches, sure representations and warranties, sure occasions of
chapter, liquidation and suspension of the Company’s Common Stock from
buying and selling. If such an occasion of default happens, the holders of the Note could also be
entitled to take varied actions, which can embody the acceleration of quantities
due beneath the Note and accrual of curiosity as described above.
As a outcome of the failure to well timed file our Form 10-Q for the three month
interval ended
2020
Payable had been in default. On
Agreement (the “Agreement”) waiving the default provisions listed within the Notes
associated to the Company’s failure to well timed file its Form 10-Q for the three
month interval ended
31, 2020
curiosity has been accrued in these monetary statements.
Promissory Debenture
On
Agreement and Convertible Debentures (“Promissory Debentures”) with Emry for a
principal sum of
in three tranches:
and
curiosity, each earlier than and after default, at 15% per thirty days, calculated and
compounded month-to-month. At the election of the holder, at any time through the interval
between the date of issuance and the one yr anniversary of the Promissory
Debenture, the Promissory Debenture is convertible into shares of the Company’s
frequent inventory at any time at a conversion worth of
addition, the Promissory Debenture offers for an curiosity equal to fifteen% of the
Company’s annual gross sales, payable on the 2ndday following the date of issuance of
the Company’s audited monetary statements.
On
of
be aware in principal quantity of
(Promissory Debentures and convertible promissory be aware), together with accrued and
unpaid curiosity, charges and penalties, in separate transactions to 3rd celebration
firms, SP11 Capital Investments and E.L.S.R. CORP,
that SP11 Capital Investments and E.L.S.R. CORP every maintain 50% of every respective
debt instrument. The Promissory Debenture bears curiosity, each earlier than and after
default, at 10% each year.
On
per share into 3,500,000 shares of the Company’s frequent inventory.
32
As a outcome of the failure to well timed file our Form 10-Q for the three month
interval ended
2020
had been in default. On
(the “Agreement”) waiving the default provisions listed within the
associated to the Company’s failure to well timed file its Form 10-Q for the three
month interval ended
31, 2020
offers for no default penalties.
Common Stock
On
(based mostly on the Company’s inventory worth on the date of issuance), to
in settlement of providers supplied to the Company.
On
per share into 3,500,000 shares of the Company’s frequent inventory.
On
with acquisition.
Preferred Stock
The Company has been approved to challenge 50,000,000 shares of
Preferred Stock. The Board of Directors is expressly vested with the authority
to divide all or any of the Preferred Stock into sequence and to repair and decide
the relative rights and preferences of the shares of every sequence so established,
inside sure pointers established within the Articles of Incorporation.
Series A: The certificates of designation for the Preferred A Stock offers that
as a category it possesses a quantity of votes equal to fifteen (15) votes per share
and could also be transformed into ten (10)
On
Series “A” Convertible Preferred Stock to Hadronic, a
sustaining its principal place of enterprise at 35246
#215,
Santilli
Hadronic. The Series “A” Convertible Preferred Stock has 15 votes per share and
is convertible into 1