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Note 1 - Organization, Basis of Presentation and Nature of Operations
12 Months Ended
Dec. 31, 2015
Note 1 - Organization Basis Of Presentation And Nature Of Operations  
Note 1 - Organization, Basis of Presentation and Nature of Operations

Note 1 – Organization, Basis of Presentation and Nature of Operations

 

True Nature Holding, Inc. (the “Company”), previously known as Trunity Holdings, Inc., became a publicly-traded company through a reverse merger with Brain Tree International, Inc., a Utah corporation (“BTI”). BTI was incorporated on July 26, 1983 to specialize in the development of high technology products or applications including, but not limited to, electronics, computerized technology, new technological product fields, and precious metals. Trunity Holdings, Inc. was the parent company of the prior educational business, named Trunity, Inc., which was formed on July 28, 2009 through the acquisition of certain intellectual property by its three founders.

 

True Nature Holding, Inc. is a Corporation organized under the Laws of Delaware with principal offices located in Atlanta, Georgia. On December 9, 2015, the company announced a series of steps aimed at restructuring the business. In the first step, the Company entered into a Securities Exchange Agreement (the “Agreement”) with Newco4pharmacy, LLC (“N4P”), a Georgia limited liability company that was formed on November 6, 2015 for the purpose of executing a business plan for the acquisition and integration of a network of compounding pharmacy businesses. Pursuant to the terms of the Agreement, the company acquired 100% of the membership interests of N4P, certain assets and the business plan of N4P, including a letter of intent for a potential acquisition in exchange for newly authorized Series X preferred stock, which subsequently converted into 10,000,000 shares of common stock.

 

Additional steps in the restructuring included a) a conversion of existing debt into equity, b) a spin out of the legacy educational business into a newly formed private company with the ownership pro-rata with the ownership of Trunity as of December 18, 2015, c) a change in the equity structure that included a reverse split of 1 for 101, such that all holders of 101 shares of common stock would then have 1 share, d) modifications to the Articles of Incorporation such that the Company now has 500,000,000 shares of common stock authorized and 100,000,000 of preferred stock authorized, and e) a change in the name of Trunity Holdings, Inc. to True Nature Holding, Inc. (there was no change in the stock symbol “TNTY”).

 

On December 31, 2015 the Company completed the restructuring and spin-out of educational business. Following the spin-out, as of December 31, 2015 the Company had 11,765,000 shares outstanding, with 10,000,000 held by the former members of N4P, and 1,765,000 held by the legacy shareholders of the Company, including those who converted their debts into equity. Further, all the shareholders of record date as of December 18, 2015, received shares in the newly formed entity, Trunity, Inc. (“Spin-Out”), a Florida corporation, pro-rated to their ownership percentage as of that date. The former members of N4P did not participate in the allocation of shares in the spin out company. The Company intends to acquire a series of businesses which specialize in compounding pharmacy activities, largely direct to consumers, doctors and veterinary professionals.

 

The accompanying consolidated financial statements include the accounts of True Nature Holding, Inc. as December 31, 2015. The accompanying consolidated financial statements include the accounts and Trunity Holdings, Inc. and its wholly-owned subsidiary Trunity, Inc., for the year ended December 31, 2014 and for the time period in fiscal 2015 up to the spin-out of Trunity, Inc. Refer to Note 4 regarding more information regarding the Spin-Out and related discontinued operations classification. All intercompany accounts have been eliminated in the consolidation.