Plano, Texas · Atlantic Acquisition II · 2018–2022 record
Perfectly Green
A working energy-technology company, an elaborate public-market mechanism, and a transaction that reached the paperwork—but not an SEC-documented closing or market launch.
This recording is personal testimony. It explains how Benny remembers the opportunity, the visit to Plano and the transaction’s collapse. Statements about payment, third-party conduct, financing and causation remain recollection unless independently supported below.
Original narration · Benny DoroPerfectly Green
6 minutes 42 seconds · local editorial review
Documentary boundary
The audio’s description of the Plano visit is first-hand recollection supported in part by Benny’s surviving office photographs.
The audio’s statement that the acquisition completed conflicts with the present SEC reconstruction and is not adopted as exhibit fact.
The audio connects the $5.84 million financing to the later transaction; the documented Form D financing predates Atlantic II and remains strictly separate.
Statements about a second payment and third-party conduct are not publication-cleared.
Read the editorial-review transcript
Transcript status: machine-assisted and lightly corrected for names. Sensitive third-party allegations are marked as withheld rather than silently converted into fact. The complete audio is publication-cleared as Benny Doro’s first-person recollection.
Benny recalls receiving an inquiry while working in Wilmington, North Carolina, after advertising that his group worked with SPAC and public-company transactions.
He identifies Eric Barger and recalls conversations about Perfectly Green, its investors and its desire to pursue a public-company route.
Benny recalls reviewing information describing revenue, solar-powered HVAC technology, financial statements and a business plan, then discussing the opportunity with Charlie McLaughlin.
Benny recalls traveling to Plano and visiting an operating office and warehouse where equipment was being assembled. The surviving photographs support the existence of a branded workplace and physical equipment; they do not verify production scale or contracts.
Benny recalls proposing Atlantic Acquisition II as the transaction vehicle and executing a share-exchange agreement. Record note: the audio describes the acquisition as complete; the SEC record presently supports a proposed transaction, not an SEC-documented closing.
Benny explains that Atlantic II was an effective public vehicle but was not yet trading. Record note: the distinction is supported; the audio’s treatment of the earlier $5.84 million financing as part of the later transaction is not.
First-hand assertions about third-party conduct are withheld from this review transcript pending corroboration and publication clearance.
Benny recalls a $75,000 payment and an unpaid balance. Record note: the documentary record proves $150,000 was contractually due and invoiced, and preserves one $75,000 payment instrument. Receipt and dishonor history require bank evidence.
Further assertions concerning third-party conduct, contracts and missing funds are withheld pending corroboration.
Benny remembers believing that quotation work remained and that the product opportunity could have succeeded. Record note: no Rule 15c2-11, ticker, CUSIP or market-maker evidence appears in the reviewed filing corpus.
Benny recalls later learning of the bankruptcy and closes by describing the transaction as a lost opportunity. The bankruptcy dates are documented; the cause is not.
The operation before the transaction
A company you could walk into.
The October 24, 2018 photographs show branded equipment, product internals, presentation screens and a working office environment in Plano. They establish physical operations—not sales volume, contract validity or financial performance.
$5.84M
Earlier company financing · separate record
57 investors. Before Atlantic II.
Perfectly Green’s 2013 Form D reported approximately $5.84 million in securities sold to 57 investors, with a first-sale date of March 1, 2010.
Atlantic Acquisition II’s original Rule 419 registration statement became effective in January 2018. That made it an SEC-reporting public vehicle. It did not establish quotation, a ticker, a market maker or active trading.
The proposed exchange was intended to place Perfectly Green into that existing structure. Further regulatory, investor, escrow, closing and quotation steps still had to occur.
Transaction artifacts · preserved in sequence
The machinery on paper.
These items document negotiation and attempted execution. None, standing alone or together, proves that closing occurred.
01
Original corporate record · August 31, 2018
The first agreement family
Private drafts contemplated 15,000,000 Atlantic shares for Perfectly Green holders, stated 22,000,000 Atlantic shares outstanding and required an 80% Rule 419 reconfirmation threshold.
Cash term
$150,000 contractual consideration
Status
Execution family · exact wet-signed version unresolved
Exchange AgreementAtlantic Acquisition II, Inc. and The Perfectly Green Corp.31 August 2018 · private draft family
02
Original invoice · September 3, 2018
$150,000 was invoiced.
Atlantic Acquisitions II invoice PG18001 billed Perfectly Green $150,000 pursuant to the Stock Exchange Agreement.
The invoice documents an amount due. It does not prove the full amount was received.
Public reading derivative · banking details withheld
03
Payment instrument · October 24, 2018
One surviving $75,000 check.
The archive preserves this Perfectly Green check payable to Atlantic Acquisitions II with the memo “Stock Exchange Agreement.”
Evidence-safe wording: $150,000 contractual/invoiced consideration. A surviving $75,000 payment instrument is preserved. Clearance and total receipt remain unresolved.
04
Executed agreement page · date unresolved
Benny Doro signs for Atlantic II.
The physical page identifies Benny Doro as Secretary and Director of Atlantic Acquisition II and Eric Barger as CEO of The Perfectly Green Corp.
The filename date is not treated as the agreement date. The page belongs to the same transaction family but is not proven to be the January 2019 SEC version.
05
SEC Exhibit 99.c · January 20, 2019
The structure changed.
The later filed agreement moved from a fixed 15 million-share exchange to a structure in which Perfectly Green holders would receive 91% and Atlantic founders would retain 9%, subject to closing conditions.
The filed agreement also recites $95,000 received at signing and $55,000 due before the post-effective amendment filing. That is preserved as agreement language—not independent proof of receipt.
August 201815,000,000exchange shares
January 201991% / 9%post-transaction ownership
No reviewed source states why the structure was revised.
01Effective public vehicleDocumented · January 2018
02Rule 419 escrow structureDocumented in offering materials
03Acquisition targetPerfectly Green identified
04Exchange agreementSigned and revised
05Post-effective processAmendments filed · no later EFFECT indexed
06Investor reconfirmationNot established
07Closing / controlNot SEC-documented
08Quotation / tradingNo ticker, CUSIP, market maker or 15c2-11 evidence
DocumentedPartial processNot established
The dramatic center · told by absence
Prepared for activation. Never documented as switched on.
The proposed transaction was signed and pursued. The current record does not establish the milestones that would complete the public-market chain.
No later post-effective EFFECT notice in Atlantic’s filing index
No Item 2.01 closing report
No Item 5.01 change-of-control report
No investor reconfirmation or escrow-release record
No documented ticker, CUSIP, market maker or quotation
A February 14, 2020 Item 1.01/9.01 filing is the only Atlantic 8-K returned by the SEC corpus search for “terminated.” The exact filing body remains a primary-source gap, so its terms are not quoted here.
Final corporate endpoint · court-record boundary
The company entered bankruptcy.
Bankruptcy establishes a legal and procedural endpoint. It does not, by itself, establish misconduct or explain why the proposed Atlantic transaction failed.
Chapter 11 filedVoluntary petition · Subchapter V · Eastern District of Texas
Converted to Chapter 7Reason requires the underlying motion, hearing record and order
Final administrationTrustee final-report sequence and compensation reflected in public docket metadata
Case closedTrustee discharged · case 4:20-bk-41349
U.S. Bankruptcy CourtEastern District of Texas4:20-bk-41349Petition, schedules, conversion papers and final-report PDFs remain outstanding.
Open public docket metadata ↗
The archival conclusion
What the record establishes
Documented
A real operation existed.
Office photographs, branded equipment and archived corporate material establish a physical company and technology presentation in Plano.
Documented
A transaction was built.
Private drafts, an invoice, a payment instrument, an executed page and a later SEC exhibit document substantial transaction work.
Documented
The economics evolved.
The August 2018 and January 2019 agreement families contain materially different capitalization and payment mechanics.
Not established
The switch never shows “closed.”
No reviewed filing or archive artifact establishes effectiveness of the post-effective amendment, reconfirmation, escrow release, closing, control transfer, quotation or trading.
Court record
Bankruptcy followed.
Perfectly Green entered Chapter 11 in June 2020, converted to Chapter 7 and closed in September 2022.
Unresolved
Cause, payments and disposition.
The exact termination terms, total payment history, bankruptcy asset disposition and causal explanation require missing primary records.
References and provenance
Originals preserved. Boundaries visible.
Benny Doro archive · original office photographs, executed page, check photographs, agreement drafts, invoice and narration
U.S. Securities and Exchange Commission · Atlantic Acquisition II filing index, Exhibit 99.c and Perfectly Green Form D
EDTX bankruptcy docket metadata · case 4:20-bk-41349
Research dossier · Benny Doro Archive · Perfectly Green evidence pack
Bank identifiers and investor personal information are excluded. The displayed check is a redacted publication derivative; the original remains unchanged in the research archive.