Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
AgriSolar Solutions, Inc.
4255 N. Sullinger Ave.
Tucson, AZ. 85705
_______________________________
520-743-3000
http://www.titannrg.com/
ir@titannrg.com
6719
QuarterlyReport
For the Period Ending: 09/30/2021
(the "Reporting Period")
As of 09/30/2021, the number of shares outstanding of our Common Stock was: 63,824,099
As of 06/30/2021, the number of shares outstanding of our Common Stock was: 63,824,099
As of 03/31/2021, the number of shares outstanding of our Common Stock was: 63,824,099
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ | No: ☒ |
1 "Change in Control" shall mean any events resulting in:
- Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
Page 1 of 22
- Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
The name of the issuer is AgriSolar Solutions, Inc.
The previous name of the issuer was V2K International, Inc. until 02-2010
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
The issuer is incorporated in the State of Colorado, is in good standing, and "Active"
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
N/A
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
The Company has entered into a merger agreement with APE Titan NRG, Inc., and its subsidiaries (NRG Dynamics LOLC., NRG Rail LLC., APE Fuels Inc., Vespene LLC.), primarily engaged in the sale and transportation of Liquefied Petroleum Gases based in Tucson, Arizona, via reverse merger
The address(es) of the issuer's principal executive office:
4255 N. Sullinger Ave.
Tucson, AZ. 85755
The address(es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☒
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☒ | No: ☐ |
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
On October 14, 2020, The District Court of Denver County, Colorado entered an Order Appointing Custodian, case number 2020CV33134, to appoint Synergy Management Group LLC., as custodian of AgriSolar Solutions, Inc. Pursuant to the order, Synergy Management Group LLC. has authority to exercise all the of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation. On December 9th, 2020, the Court granted the motion to discharge the custodian as the Company had been properly reinstated.
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
Page 2 of 22
2) | Security Information | |||
Trading symbol: | AGSO | |||
Exact title and class of securities outstanding: | Common | |||
CUSIP: | 00855Q108 | |||
Par or stated value: | .001 | |||
Total shares authorized: | 200,000,000 | as of date: 09/30/2021 | ||
Total shares outstanding: | 63,824,099 | as of date: 09/30/2021 | ||
Number of shares in the Public Float2: | 13,121,647 | as of date: 09/30/2021 | ||
Total number of shareholders of record: | 102 | as of date: 09/30/2021 |
All additional class(es) of publicly traded securities (if any):
Trading symbol: | N/A | ||||
Exact title and class of securities outstanding: | Special 2020 Series A Convertible Preferred Stock | ||||
CUSIP: | N/A | ||||
Par or stated value: | .001 | ||||
Total shares authorized: | 30 | as of date: 09/30/2021 | |||
Total shares outstanding: | 30 | as of date: 09/30/2021 | |||
Trading symbol: | N/A | ||||
Exact title and class of securities outstanding: | Series 10x Convertible Preferred Stock | ||||
CUSIP: | N/A | ||||
Par or stated value: | .001 | ||||
Total shares authorized: | 30,000,000 | as of date: 09/30/2021 | |||
Total shares outstanding: | 0 | as of date: 09/30/2021 | |||
Total Shares subscribed: | 353,250 | as of date: 09/30/2021 | |||
Transfer Agent | |||||
Name: | EQ Shareowner Services | ||||
Phone: | 303-282-4800 | ||||
Email: | Vickie.guidry@equitini.com | ||||
Address: 1110 Centre Pointe Curve Suite 101 | |||||
Mendota Heights, MN. 55120 | |||||
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
- "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
- To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
Page 3 of 22
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Shares Outstanding as of Second Most Recent | |
Fiscal Year End: | *Right-click the rows below and select "Insert" to add rows as needed. |
Opening Balance |
Date 03/31/2019 | Common: 63,824,099 | |||||||||
Preferred: 8,432,069 | ||||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ | Reason for | Restricted or | Exempti | |
Transaction | type (e.g. new | Shares | Securities | shares | shares | Entity Shares | share | Unrestricted as | on or | |
issuance, | Issued (or | issued | issued at a | were issued | issuance | of this filing. | Registrat | |||
cancellation, | cancelled) | ($/per | discount to | to (entities | (e.g. for | ion Type. | ||||
shares | share) at | market price | must have | cash or debt | ||||||
returned to | Issuance | at the time | individual | conversion) | ||||||
treasury) | of issuance? | with voting / | -OR- | |||||||
(Yes/No) | investment | Nature of | ||||||||
control | Services | |||||||||
disclosed). | Provided | |||||||||
10/14/2020 | New | 30 | Special 2020 | $26,500.0 | N/A | Synergy | Custodian | Restricted | Exempt | |
issuance | Series A | 0 | Mangement | Services | ||||||
See(2)(3) | Preferred | See(2)(3) | Group, LLC. | See(2)(3) | ||||||
See(2)(3)Bel | Below | Stock | See(2)(3) | Below | See(2)(3) | Below | ||||
ow | Below | Below | ||||||||
10/14/2020 | New | 5,800,000 | Series AA | N/A | N/A | Synergy | Custodian | Restricted | Exempt | |
Issuance | Preferred | Management | Services | |||||||
Stock | Group, LLC. | |||||||||
10/14/2020 | New | 5,700,000 | Series AAA | N/A | N/A | Synergy | Custodian | Restricted | Exempt | |
Issuance | Preferred | Management | Services | |||||||
Stock | Group, LLC. | |||||||||
10/14/2020 | Cancellation | 9,963.012 | Series AA | N/A | N/A | Multiple | Return to | Restricted | N/A | |
Preferred | Company | |||||||||
See(1) | See(1) | Stock | See(1) | See(1) | See(1) | by majority | See(1) Below | See(1) | ||
Below | Below | Below | Below | Below | shareholder | Below | ||||
vote | ||||||||||
10/14/2020 | Cancellation | 9,969,057 | Series AAA | N/A | N/A | Multiple | Return to | Restricted | N/A | |
Preferred | Company | |||||||||
See(1) | See(1) | Stock | See(1) | See(1) | See(1) | by majority | See(1) Below | See(1) | ||
Below` | Below | Below | Below | Below | shareholder | Below | ||||
vote | ||||||||||
Shares Outstanding on Date of This Report: | ||||||||||
Ending Balance: | ||||||||||
Date 09/30/2021 | Common: 63,824,099 | |||||||||
Preferred: 30 | ||||||||||
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
Page 4 of 22
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30th, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through September 30th, 2021 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
- On October 14, 2020, by Unanimous Written Consent, the Board of Directors agreed to effectuate the resolution, Return of Preferred AA and AAA Stock Back to the Corporation, which was deemed advisable and in the best interest of the Corporation by the Majority of Directors and Majority of Shareholders of the AA and AAA Preferred Stock. Pursuant to the resolution, all issued and outstanding shares of the Series AA Preferred Stock and Series AAA Preferred Stock were returned to the Corporation leaving zero (0) shares issued and outstanding of both the AA and AAA Preferred Stock.
- On October 26, 2020, in a private transaction, the custodian entered into a Securities Purchase Agreement with DTC Group LLC., an Arizona limited liability company, to sell the Special 2020 Series A Preferred Stock for $26,500 to be paid in cash or any marketable security held by the borrower.
-
On March 31st, 2021, in a private transaction, DTC Group LLC, entered into a
Securities Purchase Agreement (the "SPA") with Titan NRG Partners LLC., a
Wyoming limited liability company, to sell the Special 2020 Series A Preferred Stock for $50,000.00. Upon closing of the SPA on March 31st, 2021, Titan NRG Partners LLC., acquired 60% voting control of the Company. - As of the date of this filing, Benjamin Berry is the control person for Synergy Management Group. As of the date of this filing, Ginger Cunningham is the control person for Titan NRG Partners, LLC. Please refer to section 7.
Company Insiders (Officers, Directors, and control persons)
- Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒
Date of | Outstanding | Principal | Interest | Maturity | Conversion Terms (e.g. | Name of Noteholder | Reason for | ||||||||||||||||
Note | Balance ($) | Amount | Accrued | Date | pricing mechanism for | (entities must have | Issuance (e.g. | ||||||||||||||||
Issuance | at | ($) | determining conversion of | individual with voting | Loan, Services, | ||||||||||||||||||
Issuance | instrument to shares) | / investment control | etc.) | ||||||||||||||||||||
($) | disclosed). | ||||||||||||||||||||||
Use the space below to provide any additional details, including footnotes to the table above:
N/A
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
Page 5 of 22
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AgriSolar Solutions Inc. published this content on 18 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 November 2021 21:32:09 UTC.