The TNEN transaction with Marco Capital is very convoluted but did not go thru as originally spelled out in the Binding Letter of Intent? I reviewed the filings and it looks to me like TNEN currently only has 9.1% of Marco Capital Limited (MCL) and it was originally 100% owned! From these filings it is very hard to figure out how much of LeCrown is owned by Marco and how much of Marco is owned by others? But my bet is Nicolo` Bedendo, and Mikael Fortuna have maintained controlling interest of LeCrown since this deal did not go down as presented in the filings?
Effective April 30, 2016 MCL issued additional common shares to new investors which reduced the Company’s ownership to 9.1% of the then outstanding shares of MCL. As of April 30, 2016 MCL and its subsidiary, LeCrown were deconsolidated from the reporting of the Company.
On June 4, 2014, the Company acquired all of the outstanding shares of a recently formed and inactive corporation, Marco Capital Limited (MCL), which was organized pursuant to the Hong Kong Companies Ordinance. Headquartered in Hong Kong, MCL plans to explore emerging market opportunities in various industries, including those in China. MCL acquired distribution rights to market light emitting diode (LED) products within the United States.
True North Energy Corporation & Subsidiaries Notes to Consolidated Financial Statements For the Nine Months ended January 31, 2016 and 2015
On October 30, 2015 the Company’s wholly owned Hong Kong subsidiary, MCL entered into a binding letter of intent, subscribing for 70% of the outstanding common shares of a newly formed Hong Kong Company, LeCrown Ltd. (“LeCrown”). LeCrown was formed for the commercialization and merchandising of Italian fashion design and hand-made shoes.
On November 20, 2015, MCL acquired 11% of the newly formed LeCrown with a commitment to acquire an additional 30% of the outstanding shares in exchange for US$350,000 as described in Note 6.
The letter of intent provided that an additional 19% of the common shares included in MCL’s original subscription would be held in reserve by LeCrown pending placement with new subscribers.
Pursuant to the letter of intent, the remaining 30% of LeCrown shares have been issued to Nicolo` Golia Bedendo, and Mikael Jose` Fortuna in consideration for management, business development and other services agreements between LeCrown and one or more of Bedendo, Fortuna or entities controlled by them, for the purpose of managing the day-to-day operations of LeCrown. LeCrown also acquired intellectual property associated with the Italian “LeCrown” brand and trademark from Vision consulting Ltd., a Hong Kong company controlled by MR. Paolo Alberto Volpe, president of LeCrown Ltd.
Additionally, MCL will be paid a monthly fee of $12,000 by LeCrown in exchange for auditing and financial marketing services provided by MCL. LeCrown also agrees to issue a $100,000 convertible note payable, convertible into 9.9% of the common shares of LeCrown, to MCL in exchange for the expense of an audit, preparation and filing of a Form S-1 registration statement with the United States Securities and Exchange Commission for its parent company, True North.
LeCrown will be consolidated as an equity investment, however as of January 31, 2016 no significant operations have been reported and all intercompany transactions have been consolidated.
On June 4, 2014, the Company acquired all of the outstanding shares of a recently formed and inactive corporation, Marco Capital Limited (MCL), organized pursuant to the Hong Kong Companies Ordinance.
Headquartered in Hong Kong, MCL is exploring emerging market opportunities in various industries, including those in China. On or about November 20, 2015, MCL acquired shares in LeCrown Ltd., a newly organized Hong Kong Company for the purpose of operating in the fashion industry centralized in Milan, Italy. LeCrown designs and produces handmade Italian fashion shoes, with a heritage from the 1940’s.
All significant inter-company transactions were eliminated in the preparation of these consolidated financial statements.
Effective April 30, 2016 MCL issued additional common shares to new investors which reduced the Company’s (TNEN) ownership to 9.1% of the then outstanding shares of MCL. As of April 30, 2016 MCL and its subsidiary, LeCrown were deconsolidated from the reporting of the Company (TNEN).
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