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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/20/22 Humbl, Inc. S-1/A 182:23M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 4.53M
(General Form)
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 144K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 46K
Liquidation or Succession
4: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 52K
5: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 91K
6: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 49K
7: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 47K
8: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 168K
9: EX-5.1 Opinion of Counsel re: Legality HTML 48K
10: EX-10.1 Material Contract HTML 70K
19: EX-10.10 Material Contract HTML 80K
20: EX-10.11 Material Contract HTML 101K
21: EX-10.12 Material Contract HTML 182K
22: EX-10.13 Material Contract HTML 109K
23: EX-10.14 Material Contract HTML 70K
24: EX-10.15 Material Contract HTML 67K
25: EX-10.16 Material Contract HTML 71K
26: EX-10.17 Material Contract HTML 67K
27: EX-10.18 Material Contract HTML 66K
28: EX-10.19 Material Contract HTML 67K
11: EX-10.2 Material Contract HTML 66K
29: EX-10.20 Material Contract HTML 65K
30: EX-10.21 Material Contract HTML 70K
31: EX-10.22 Material Contract HTML 71K
32: EX-10.23 Material Contract HTML 69K
33: EX-10.24 Material Contract HTML 67K
34: EX-10.25 Material Contract HTML 70K
35: EX-10.26 Material Contract HTML 68K
36: EX-10.27 Material Contract HTML 177K
37: EX-10.28 Material Contract HTML 57K
38: EX-10.29 Material Contract HTML 57K
12: EX-10.3 Material Contract HTML 66K
39: EX-10.30 Material Contract HTML 82K
40: EX-10.31 Material Contract HTML 79K
41: EX-10.32 Material Contract HTML 79K
42: EX-10.33 Material Contract HTML 71K
43: EX-10.34 Material Contract HTML 69K
44: EX-10.35 Material Contract HTML 71K
45: EX-10.36 Material Contract HTML 69K
46: EX-10.37 Material Contract HTML 75K
47: EX-10.38 Material Contract HTML 215K
48: EX-10.39 Material Contract HTML 74K
13: EX-10.4 Material Contract HTML 67K
49: EX-10.40 Material Contract HTML 76K
50: EX-10.41 Material Contract HTML 52K
51: EX-10.42 Material Contract HTML 52K
52: EX-10.43 Material Contract HTML 88K
53: EX-10.44 Material Contract HTML 86K
54: EX-10.45 Material Contract HTML 73K
55: EX-10.46 Material Contract HTML 73K
56: EX-10.47 Material Contract HTML 74K
57: EX-10.48 Material Contract HTML 72K
58: EX-10.49 Material Contract HTML 82K
14: EX-10.5 Material Contract HTML 68K
59: EX-10.50 Material Contract HTML 65K
60: EX-10.51 Material Contract HTML 61K
61: EX-10.52 Material Contract HTML 65K
62: EX-10.53 Material Contract HTML 66K
63: EX-10.54 Material Contract HTML 64K
64: EX-10.55 Material Contract HTML 64K
65: EX-10.56 Material Contract HTML 64K
66: EX-10.57 Material Contract HTML 64K
67: EX-10.58 Material Contract HTML 60K
68: EX-10.59 Material Contract HTML 230K
15: EX-10.6 Material Contract HTML 67K
69: EX-10.60 Material Contract HTML 59K
70: EX-10.61 Material Contract HTML 120K
71: EX-10.62 Material Contract HTML 55K
72: EX-10.63 Material Contract HTML 59K
73: EX-10.64 Material Contract HTML 48K
16: EX-10.7 Material Contract HTML 81K
17: EX-10.8 Material Contract HTML 69K
18: EX-10.9 Material Contract HTML 124K
74: EX-21.1 Subsidiaries List HTML 42K
75: EX-23.1 Consent of Expert or Counsel HTML 41K
76: EX-FILING FEES Filing Fees HTML 45K
82: R1 Cover HTML 74K
83: R2 Consolidated Balance Sheets HTML 220K
84: R3 Consolidated Balance Sheets (Parenthetical) HTML 76K
85: R4 Consolidated Statements of Operations (Unaudited) HTML 185K
86: R5 Consolidated Statements of Cash Flows (Unaudited) HTML 297K
87: R6 Consolidated Statement of Changes in Stockholders' HTML 230K
Equity (Deficit) (Unaudited)
88: R7 Consolidated Statement of Changes in Stockholders' HTML 44K
Equity (Deficit) (Unaudited) (Parenthetical)
89: R8 Nature of Operations HTML 213K
90: R9 Summary of Significant Accounting Policies HTML 313K
91: R10 Reverse Merger HTML 50K
92: R11 Acquisitions HTML 168K
93: R12 Revenue HTML 79K
94: R13 Fixed Assets and Goodwill HTML 76K
95: R14 Intangible Assets - Digital Currency HTML 107K
96: R15 Notes Payable HTML 122K
97: R16 Notes Payable - Related Parties HTML 119K
98: R17 Convertible Promissory Notes HTML 257K
99: R18 Convertible Promissory Notes - Related Parties HTML 86K
100: R19 Stockholders? Equity (Deficit) HTML 398K
101: R20 Related-Party Transactions HTML 55K
102: R21 Country Rights Option HTML 94K
103: R22 Segment Reporting HTML 100K
104: R23 Income Taxes HTML 66K
105: R24 Subsequent Events HTML 115K
106: R25 Discontinued Operations HTML 55K
107: R26 Business Combinations and Acquisitions of Assets HTML 160K
108: R27 Fixed Assets HTML 53K
109: R28 Intangible Assets and Goodwill HTML 76K
110: R29 Intangible Assets - Digital Assets HTML 107K
111: R30 Note Payable - Bank HTML 45K
112: R31 Summary of Significant Accounting Policies HTML 382K
(Policies)
113: R32 Acquisitions (Tables) HTML 103K
114: R33 Revenue (Tables) HTML 61K
115: R34 Fixed Assets and Goodwill (Tables) HTML 66K
116: R35 Notes Payable (Tables) HTML 112K
117: R36 Notes Payable - Related Parties (Tables) HTML 115K
118: R37 Convertible Promissory Notes (Tables) HTML 140K
119: R38 Convertible Promissory Notes - Related Parties HTML 69K
(Tables)
120: R39 Stockholders? Equity (Deficit) (Tables) HTML 163K
121: R40 Segment Reporting (Tables) HTML 91K
122: R41 Income Taxes (Tables) HTML 66K
123: R42 Discontinued Operations (Tables) HTML 56K
124: R43 Business Combinations and Acquisitions of Assets HTML 129K
(Tables)
125: R44 Fixed Assets (Tables) HTML 55K
126: R45 Intangible Assets and Goodwill (Tables) HTML 59K
127: R46 Intangible Assets - Digital Assets (Tables) HTML 87K
128: R47 Nature of Operations (Details Narrative) HTML 295K
129: R48 Summary of Significant Accounting Policies HTML 55K
(Details Narrative)
130: R49 Reverse Merger (Details Narrative) HTML 76K
131: R50 Schedule of Recognized Identified Assets Acquired HTML 100K
and Liabilities Assumed (Details)
132: R51 Schedule of Consideration Paid for Acquisition HTML 73K
(Details)
133: R52 Schedule of Pro Forma Information (Details) HTML 49K
134: R53 Acquisitions (Details Narrative) HTML 105K
135: R54 Schedule of Disaggregation of Revenue (Details) HTML 64K
136: R55 Schedule of Fixed Assets (Details) HTML 60K
137: R56 Schedule of Goodwill (Details) HTML 50K
138: R57 Fixed Assets and Goodwill (Details Narrative) HTML 49K
139: R58 Intangible Assets - Digital Currency (Details HTML 57K
Narrative)
140: R59 Schedule of Notes Payable (Details) HTML 68K
141: R60 Schedule of Notes Payable (Details) HTML 62K
(Parenthetical)
142: R61 Schedule of Maturities Notes Payable (Details) HTML 67K
143: R62 Notes Payable (Details Narrative) HTML 60K
144: R63 Schedule of Notes Payable Related Parties HTML 86K
(Details)
145: R64 Schedule of Notes Payable - Related Parties HTML 69K
(Details) (Parenthetical)
146: R65 Schedule of Maturities Notes Payable - Related HTML 55K
Parties (Details)
147: R66 Notes Payable - Related Parties (Details HTML 56K
Narrative)
148: R67 Schedule of Convertible Promissory Notes (Details) HTML 103K
149: R68 Schedule of Convertible Promissory Notes (Details) HTML 90K
(Parenthetical)
150: R69 Schedule of Maturities of Convertible Promissory HTML 52K
Notes (Details)
151: R70 Convertible Promissory Notes (Details Narrative) HTML 170K
152: R71 Schedule of Convertible Promissory Notes Related HTML 68K
Parties (Details)
153: R72 Schedule of Maturities of Convertible Promissory HTML 49K
Notes Related Parties (Details)
154: R73 Convertible Promissory Notes - Related Parties HTML 68K
(Details Narrative)
155: R74 Schedule of Warrants Activities (Details) HTML 70K
156: R75 Summary of Stock Option (Details) HTML 73K
157: R76 Summary of Fair Value Valuation Techniques HTML 62K
(Details)
158: R77 Stockholders? Equity (Deficit) (Details Narrative) HTML 674K
159: R78 Related-Party Transactions (Details Narrative) HTML 57K
160: R79 Country Rights Option (Details Narrative) HTML 119K
161: R80 Schedule of Segment Reporting (Details) HTML 148K
162: R81 Segment Reporting (Details Narrative) HTML 44K
163: R82 Summary of Reconciling Differences Between U.S. HTML 60K
Federal Statutory and Effective Income Tax Rate
(Details)
164: R83 Summary Deferred Tax Asset and (Liability) HTML 57K
(Details)
165: R84 Summary of Provision (Benefit) for Income Taxes HTML 52K
(Details)
166: R85 Income Taxes (Details Narrative) HTML 43K
167: R86 Subsequent Events (Details Narrative) HTML 277K
168: R87 Schedule of Loss for Discontinued Operations HTML 55K
(Details)
169: R88 Business Combinations and Acquisitions of Assets HTML 67K
(Details Narrative)
170: R89 Fixed Assets (Details Narrative) HTML 44K
171: R90 Schedule of Finitelived Intangible Assets HTML 56K
(Details)
172: R91 Intangible Assets and Goodwill (Details Narrative) HTML 57K
173: R92 Schedule of Digital Asset Holdings (Details) HTML 93K
174: R93 Intangible Assets - Digital Assets (Details HTML 68K
Narrative)
175: R94 Schedule of Convertible Promissory Notes Related HTML 57K
Parties (Details) (Parenthetical)
176: R95 Schedule of Restricted Stock Units (Details) HTML 69K
177: R96 Note Payable - Bank (Details Narrative) HTML 53K
180: XML IDEA XML File -- Filing Summary XML 235K
178: XML XBRL Instance -- forms-1a_htm XML 4.87M
179: EXCEL IDEA Workbook of Financial Reports XLSX 382K
78: EX-101.CAL Inline XBRL Taxonomy Extension Calculation XML 270K
Linkbase Document -- hmbl-20220331_cal
79: EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase XML 1.64M
Document -- hmbl-20220331_def
80: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 1.71M
Document -- hmbl-20220331_lab
81: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 1.75M
Linkbase Document -- hmbl-20220331_pre
77: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 310K
hmbl-20220331
181: JSON XBRL Instance as JSON Data -- MetaLinks 520± 758K
182: ZIP XBRL Zipped Folder -- 0001493152-22-019905-xbrl Zip 1.70M
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
TESORO ENTERPRISES, INC.
**************
THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:
First: The name of the Corporation is Tesoro Enterprises, Inc.
Second: The registered office of the Corporation is to be located at 1013 Centre Road, Suite 403-B in the City of Wilmington in the County of New Castle, in the State of Delaware 19805. The name of its registered agent at that address is Vcorp Services, LLC.
Third: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.
Fourth: The aggregate number of shares which the Corporation shall have authority to issue is 5,000,000,000 shares of common stock, $.00001 par value per share, and 25,000,000 shares of “blank check” preferred stock, par value $.00001 per share. The Board of Directors is hereby expressly authorized to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.
Fifth: The name and address of the Incorporator are as follows:
| NAME | ADDRESS | |
| Ernest M. Stern | c/o Culhane Meadows PLLC | |
| 1101 Pennsylvania Avenue, N.W. | ||
| Suite 300 | ||
| Washington, D.C. 20004 |
Sixth: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders.
C:
(1) The number of directors of the Corporation shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws. Election of directors need not be by ballot unless the by-laws so provide.
(2) The Board of Directors shall have power without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the by-laws of the Corporation; to fix and vary the amount of capital to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens on all or any part of the property of the Corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.
(3) The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such contract or act, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.
(4) In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, to the provisions of this Certificate, and to the provisions of any by-laws from time to time made by the stockholders or by the Board of Directors; provided, however, that no by-laws so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.
Seventh: The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.
Eighth: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware, may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.
C:
| C: 2 |
Ninth: The liability of the Corporation’s directors to the Corporation or its stockholders shall be eliminated to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. No amendment to or repeal of this ARTICLE NINTH shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
Tenth: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.
IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of November, 2020.
| /s/ Ernest M. Stern | |
| Ernest M. Stern, Incorporator |
C:
| 3 |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 Humbl, Inc. 1-A/A 7:6.7M M2 Compliance LLC/FA 3/28/24 Humbl, Inc. 10-K 12/31/23 111:17M M2 Compliance LLC/FA 8/22/23 Humbl, Inc. 1-A 7:28M M2 Compliance LLC/FA 4/06/23 Humbl, Inc. 10-K 12/31/22 108:13M M2 Compliance LLC/FA 8/01/22 Humbl, Inc. 8-A12G 1:32K M2 Compliance LLC/FA 7/22/22 Humbl, Inc. S-1/A 12:524K M2 Compliance LLC/FA |