Disclosure Statement

RECENT DEVELOPMENTS

The Company had reached an agreement with several parties in July of 2019 to provide $15,000,000.00 in funding.  By September the Company had received $1,540,000 with the proceeds being used primarily for a business acquisition, compliance, engaging professionals, travel and entertainment, and relocations of executive management and its corporate offices.  A very important part of the compliance process to becoming a reporting and compliant public company is a two-year certified audit by an independent auditor.  The Company selected a firm to conduct the audit, which required the submission of the books and records of Tarsin Mobile, its wholly owned subsidiaries Episode 5 Inc and Monumint Inc, as well as partially owned subsidiaries Quantum Electromagnetic Energy, Rare Sciences and B-Rare.  The names of the partially owned subsidiaries cannot be confirmed as the information has not been supplied to the Company.  In the process of completing the audit It soon became apparent that certain officers and directors were withholding the information of some of its subsidiaries, despite repeated requests from a quorum of the Board of Directors and by the Company’s legal counsel.  The audit cannot proceed without that information. 

The ramifications of this insurgent defiance by certain officers and directors to withhold this vital information have been very serious:  1) The Company, without a certified audit, cannot become compliant, issue shares to its convertible note holders, register those shares and provide them with an opportunity for liquidity;  2) The funding parties have suspended further investments until this matter is resolved and the audit is completed;  3) Monumint had entered into an Asset Purchase Agreement and paid a non-refundable deposit of $300,000.00 for a company with approximately $10 million in annual revenue.  The Asset Purchase Agreement expired on October 30, 2019, and the Company has lost the money and the opportunity due to lack of funding.

After several attempts over many weeks to convene meetings, with the completion of the audit at risk, the quorum of the Board was notified that if a meeting was held certain of the officers and directors would file a lawsuit against the Company.  The quorum of the Board of Directors agreed to mediation on October 9, 2019 with the expectation of reaching a settlement with its then President and CEO and Director, who along with other officers, was still withholding the information necessary for the completion of the audit.  The Company had left the mediation session believing the major issues had been resolved, but within a few days counsel for certain officers and directors presented the Company with new egregious demands.  The Company withdrew its settlement offer after several days.

Certain officers and directors have also filed, but not served as of the publication of this Disclosure Statement, a lawsuit against the Company and its Managing Director and Chairman of the Board. It is our belief the attorney for the insurgent officer and director filed a non-verified preemptive strike suit to provide additional time to raise capital for a material asset of the company for the express purpose of converting and conveying the asset to a select few, and to eliminate the shareholders, noteholders and creditors to what was rightfully theirs. The willful and wanton disregard for the Company and the uncertainty caused by this pending action has also hampered the Company’s ability to raise capital.

The basis of the disagreement between Tarsin Mobile and certain officers and directors is two-fold.  The first is the belief by certain officers and directors that Episode 5 should be privately owned as its business had matured and was becoming more valuable, and that some of the assets should be privately owned in off-balance sheet transactions independent of the Company. This belief is unfounded, as the Board of Directors of Episode 5, Inc unanimously agreed to be acquired by Tarsin Mobile, Inc on August 26, 2018.   The second and more serious point of contention is over the Company’s assertion that certain officers and directors are attempting to steal assets, and to convert them into their own property.  The specific asset is a renewable energy device, referred to as Quantum Electromagnetic Energy, first brought to our Managing Director on February 6, 2018, as a technology asset to benefit the shareholders and convertible note holders.  The Managing Director was given a demonstration of the device, and was interested enough to continue discussions with the persons involved and to initially pay for office space.  The Managing Director believed the device should be taken to Dow Chemical for evaluation, due in part because a former Dow executive is a convertible note holder and assigned the project to Episode 5, because its CEO and President at the time is a Dow heir.  Initially all communication went through the Episode 5 email account, and its letterhead was used for proposals and negotiations.  Updates on the project were given at team meetings.  Meetings with Dow Chemical were set, and a representative was appointed to accompany the inventor and his associate (the device sponsors) on the trip to Midland, Michigan.  The first indication of trouble appeared on or around June 25, 2019 when the Company representative was not allowed to attend a meeting with the device sponsors and Dow Chemical, and he received little information on the discussions held.  The Company did learn that Dow Chemical referred the device sponsors to their outside venture group, thereby giving some level of credence to the energy device being real.  The Company learned in August of this year that certain officers and directors paid for a test of the device by an independent lab, and all of the individuals associated have refused to provide results of the test and any and all further information to the Company.

 The Company has repeatedly requested a copy of the signed agreement between the device sponsors and the Company, but certain insurgent officers and directors have refused to provide that as have the device sponsors. The Company believes the actions of those involved indicates a hostile takeover and conversion of a valuable material asset developed by the company for the benefit to shareholders, convertible noteholders and creditors.  We also discovered in the mediation process that certain officers and directors had stopped using the Company email account to communicate with the device sponsors and switched to their personal email account.  It was also uncovered in the mediation that certain officers and directors had raised a substantial amount of capital for the energy initiative, whilst leaving the Company and its subsidiaries in a desperate financial situation. Essentially, several trusted officers and directors established a plan to convert the asset to their personal ownership, denying the company, its shareholders and convertible note holders the opportunity to benefit from a potentially revolutionary technological advancement.

The Board of Directors has taken several actions in response to the lawsuit and the attempted theft and conveyance of certain corporate assets.  Certain officers of the Company were terminated for cause on October 30, 2019, and certain directors were removed by majority shareholder consent on October 31, 2019.  In response to the filed lawsuit the Board and its shareholders and investors have authorized the Company to file an extensive counterclaim against certain officers and directors, certain convertible note holders who are in participation, several John Does and Jane Does and Corporate Does, as well as any and all participating investors and parties to this rogue insurgent hostile takeover and conveyance of a material asset.  The lawsuit will seek the return of all assets of the Company, and to enforce the “non-compete, non-circumvent and non-disclosure” clause in the Executive Employment Agreements.

 It is the desire of the Board of Directors and majority shareholder to resolve this matter quickly and to resume bringing the Company into compliance for the benefit of its shareholders, convertible note holders and its creditors. At the time of this disclosure statement the Board has retained adequate legal counsel.  The holder of the Series A Super Majority Voting Preferred with 175 million votes of 250 million authorized shares, and the holders of 766,312 common shares of the 791,960 issued common shares, and the majority in aggregate number and amount of convertible note holders are in support of a shareholder derivative lawsuit concerning, but not limited to, theft of corporate opportunity and federal securities violations.