0001567619-19-013409.txt : 20190614 0001567619-19-013409.hdr.sgml : 20190614 20190614170737 ACCESSION NUMBER: 0001567619-19-013409 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190614 DATE AS OF CHANGE: 20190614 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FINDEX COM INC CENTRAL INDEX KEY: 0001089061 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 880379462 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78503 FILM NUMBER: 19899614 BUSINESS ADDRESS: STREET 1: 1313 SOUTH KILLIAN DRIVE CITY: LAKE PARK STATE: FL ZIP: 33403 BUSINESS PHONE: 5613286488 MAIL ADDRESS: STREET 1: 1313 SOUTH KILLIAN DRIVE CITY: LAKE PARK STATE: FL ZIP: 33403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEMBRADO MICHAEL M CENTRAL INDEX KEY: 0001383423 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 115 EAST 57TH STREET STREET 2: SUITE 1006 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 doc1.htm NONE Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

FINDEX COM INC
(Name of Issuer)


Common Stock
(Title of Class of Securities)


33831D107
(CUSIP Number)


Michael Membrado,  Sweet Swing Holdings, LLC  165 Old Post Road  Bedford Corners,  NY  10549  Phone : (917) 647-6934
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


June 12, 2019
(Date of Event which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
MEMBRADO MICHAEL M
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
o
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
SC
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
61,365,833[*]
    
   
8
SHARED VOTING POWER
   
0
    
   
9
SOLE DISPOSITIVE POWER
   
61,365,833[**]
    
   
10
SHARED DISPOSITIVE POWER
   
0
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
61,365,833
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
8.49[***]%
   
   
14
TYPE OF REPORTING PERSON
   
IN
    
   
 
* This voting power includes 57,458,333 shares owned indirectly by the Reporting Person through a New York limited liability company owned and controlled 100% by the Reporting Person, Sweet Swing Holdings, LLC, and 3,907,500 shares owned directly by the Reporting Person, exclusive of 33,873 shares of Series RX-1 preferred stock, which, in the aggregate, are convertible into 3,387,300 shares of Common Stock (as defined below in Item 1) upon election of the Reporting Person within 60 days.

** This dispositive power includes 57,458,333 shares owned indirectly by the Reporting Person through a New York limited liability company owned and controlled 100% by the Reporting Person, Sweet Swing Holdings, LLC, and 3,907,500 shares owned directly by the Reporting Person, exclusive of 33,873 shares of Series RX-1 preferred stock, which, in the aggregate, are convertible into 3,387,300 shares of Common Stock (as defined below in Item 1) upon election of the Reporting Person within 60 days.

*** As of the date of this filing, the Issuer had issued and outstanding 722,836,769 shares of the class represented in Row 11. This figure does not include 33,873 shares of Series RX-1 preferred stock, which, in the aggregate, are convertible into 3,387,300 shares of Common Stock (as defined below in Item 1) upon election of the Reporting Person within 60 days.


Schedule 13D

This Amendment No. 1 (this “Amendment”) amends and supplements the statement on Schedule 13D (the “Schedule 13D”) filed by the Reporting Person on December 24, 2018 relating to the beneficial ownership of shares of Common Stock (as defined below in Item 1) of the Issuer (as defined below in in Item 1). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D.

Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.
 
 
 
Item 1.
Security and Issuer
  
 
 
This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”) of Findex.com, Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1313 South Killian Drive, Lake Park, FL 33403.
 
Item 2.
Identity and Background
  
 
 
(a)
The name of the reporting person is Michael M. Membrado (the “Reporting Person”). This voting and dispositive power includes 57,458,333 shares owned indirectly by the Reporting Person through a New York limited liability company owned and controlled 100% by the Reporting Person, Sweet Swing Holdings, LLC, and 3,907,500 shares owned directly by the Reporting Person, exclusive of 33,873 shares of Series RX-1 preferred stock, which, in the aggregate, are convertible into 3,387,300 shares of Common Stock (as defined below in Item 1) upon election of the Reporting Person within 60 days.

 
(b)
The business address of the Reporting Person is 165 Old Post Road, Bedford Corners, NY 10549. The business address of Sweet Swing Holdings, LLC is 165 Old Post Road, Bedford Corners, NY 10549.

 
(c)
The Reporting Person’s present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted is attorney and private investor, 165 Old Post Road, Bedford Corners, NY 10549.

 
(d)
The Reporting Person has not been convicted in any criminal proceedings during the last five years.

 
(e)
The Reporting Person has not been a party to any civil proceedings during the last five years.

 
(f)
The Reporting Person is a citizen of the United States of America. Sweet Swing Holdings, LLC, through which the Reporting Person indirectly owns 8.49% of the shares of Common Stock representing his current total beneficial ownership, is domiciled in the State of New York.
 
Item 3.
Source and Amount of Funds or Other Consideration
  
 
 
Item 3 is hereby amended so as to read as follows:

The Reporting Person acquired 3,907,500 shares of the Common Stock through the conversion to equity of fees accrued by him through the performance of legal services for the Issuer prior to July 2014 (originally as preferred, but thereafter converted to common). Those shares were issued to the Reporting Person on July 29, 2014, and were valued for purposes of the conversion at $0.0064 per common share, the quoted market price of such shares as of such date.

The Reporting Person acquired an additional 57,458,333 shares of the Common Stock through an exchange of securities issued as part of an acquisition described below in Item 4 and for which comprehensive disclosure is contained within the Issuer’s current report filing on Form 8-K filed December 31, 2018.

On June 12, 2019, the Reporting Person acquired 33,873 shares of Series RX-1 preferred stock (which shares are convertible into Common Stock on a 1-for-100 ratio), in exchange for a series of cash investments totaling $33,873 as part of a series of transactions described for which comprehensive disclosure is contained within the Issuer’s current report filing on Form 8-K filed on June 12, 2019.
 
Item 4.
Purpose of Transaction
  
 
Item 4 is hereby amended so as to read as follows:

On November 10, 2014, the Reporting Person acquired 3,907,500 shares of the Common Stock through the conversion to equity of fees accrued by him through the performance of legal services for the Issuer during the period of January 2014 through July 2014.

On December 24, 2018, and in a series of separate but related taxable transactions, the Issuer acquired the 68.95% economic – and 68.42% voting – interests not previously owned by it in Advanced Cement Sciences LLC (formerly Advanced Nanofibers LLC, and referred to hereinafter as “Advanced”), resulting in the Issuer owning 100% of Advanced. Prior to the consummation of these transactions, effected separately with each of the other three holders of membership interests in Advanced, the Issuer had owned a 31.06% economic – and 31.58% minority voting – interest in Advanced. In exchange for the acquisition by the Issuer of such combined membership interests, the Issuer issued to the holders thereof a combined total of 175,000,000 shares of Common Stock, including 57,458,333, indirectly through Sweet Swing Holdings, LLC, to Michael Membrado. The agreements pursuant to which this series of transactions were consummated are included as exhibits to Issuer’s current report filing on Form 8-K filed December 31, 2018.

On June 12, 2019, the Reporting Person acquired 33,873 shares of Series RX-1 preferred stock (which shares are convertible into Common Stock on a 1-for-100 ratio), in exchange for a series of cash investments totaling $33,873 as part of a series of transactions described for which comprehensive disclosure is contained within the Issuer’s current report filing on Form 8-K filed on June 12, 2019.

 
(a)
Not Applicable

 
(b)
Not Applicable

 
(c)
Not Applicable

 
(d)
Not Applicable

 
(e)
Not Applicable

 
(f)
Not Applicable

 
(g)
Not Applicable

 
(h)
Not Applicable

 
(i)
Not Applicable

 
(j)
Not Applicable
 
Item 5.
Interest in Securities of the Issuer
  
 
(a)
Item 5 is hereby amended so as to read as follows:

The Reporting Person beneficially owns an aggregate of 61,365,833 shares of Common Stock, representing 8.49% of the outstanding shares of Common Stock as of the date hereof (based on the Issuer having had a total of 722,836,769 shares of Common Stock issued and outstanding, exclusive of 33,873 shares of Series RX-1 preferred stock, which, in the aggregate, are convertible into 3,387,300 shares of Common Stock upon election of the Reporting Person within 60 days.)

 
(b)
The Reporting Person has the sole power to vote and dispose, or direct the disposition, of the 61,365,833 shares of Common Stock beneficially owned by the Reporting Person as of the date hereof.

 
(c)
The 33,873 shares of Series RX-1 preferred stock (convertible within 60 days into 3,387,300 shares of Common Stock) reported herein were acquired by the Reporting Person from the Issuer on June 12, 2019.

 
 
Transaction Date Shares or Units Purchased (Sold) Price Per Share or Unit 
 
 
June 12, 2019
 33,873 (Series RX-1 Preferred Stock)
 $1.00
 

 
 

 
(d)
Other than the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 61,365,833 shares of Common Stock beneficially owned by the Reporting Person.

 
(e)
Not Applicable
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
  
 
 
None
 
Item 7.
Material to Be Filed as Exhibits
  
 
 
Exhibit 1 – Securities Exchange Agreement, dated June 12, 2019, by and between Findex.com, Inc. and the Reporting Person.
 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
 
       
June 14, 2019
By:
/s/ Michael Membrado
  
   
 
       
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes: 
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 
 EX-10.1 2 exhibit10_1.htm SECURITIES EXCHANGE AGREEMENT

Exhibit 10.1

 

SECURITIES EXCHANGE AGREEMENT

 

This Securities Exchange Agreement (this “Agreement”), dated as of this 12th day of June, 2019, by and between Findex.com, Inc., a Nevada corporation, with offices located at 1313 South Killian Drive, Lake Park, FL 33403 (the “Company”) and Michael Membrado, an individual whose principal residence is located at 165 Old Post Road, Bedford Corners, NY 10549 (the “Investor”) (the Company and the Investor shall hereinafter be referred to jointly as the “Parties”). 

 

WHEREAS, the Investor, having made certain cash investments in the Company, is the holder of certain promissory notes (collectively, the “Original Securities”) in the combined principal amount of thirty two thousand seven hundred fifty two dollars and forty two cents ($32,752.42), copies of which Original Securities are annexed hereto as Exhibit A, Exhibit B and Exhibit C, respectively;

 

WHEREAS, the Parties agree after consideration of the relevant factors that, as of and through the date hereof, and notwithstanding the stated interest rates set forth on the face of the Original Securities, the aggregate accrued interest payable on the Original Securities amounts to four thousand four hundred fourteen dollars and twenty one cents ($4,414.21) (such aggregate interest obligation, when combined with the principal debt obligation owing under the Original Securities to be referred to hereinafter as the “Aggregate Debt Obligation”);

 

WHEREAS, notwithstanding the fact that the Original Securities have been since their issuance, and in accordance with their express terms, convertible to common stock of the Company, par value $0.001 per share (the “Common Stock”), to date, neither the entirety nor any part of the Aggregate Debt Obligation has been so converted;

 

WHEREAS, the Company, as part of a broader balance sheet restructuring initiative, has offered to the Investor an opportunity to agree to cancel and exchange the Original Securities, inclusive of the Aggregate Debt Obligation and the attendant rights of conversion, and pursuant to Section 3(a)(9) of the U.S. Securities Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, the “Securities Act”), for a number of shares of a certain series of Company preferred stock designated by the Company “Series RX-1 Convertible Preferred Stock” (the “Series RX-1 Preferred Stock”) pursuant to a certificate of designations made a part of the Company’s Articles of Incorporation through filing with the Nevada Secretary of State as of June 3, 2019 (the “Certificate of Designations”), a copy of which Certificate of Designations is annexed hereto as Exhibit D and made a part hereof, and the Investor desires to accept such offer;

 

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the Company and Investor as follows:

 

1.       Exchange of Original Securities. As of the date hereof, and pursuant to exemption afforded by Section 3(a)(9) of the Securities Act, the Investor shall have physically delivered and surrendered to the Company the originally signed instruments embodying the Original Securities in exchange for taking delivery by the Company of this Agreement, duly executed on behalf of the Company, which Agreement shall be deemed to reflect delivery to the Investor of thirty three thousand eight hundred seventy three (33,873) shares of Series RX-1 Preferred Stock (the “Exchange Shares”), without the payment of any additional consideration (the “Exchange”).

 

2.       Investor Representation. The Investor hereby represents to the Company and agrees that, consistent with the Original Securities, the Exchange Shares are characterized as “restricted securities” under the Securities Act and that, under the Securities Act, they may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom.

 

3.       Representation of Company. The Company hereby represents and warrants to the Investor that (i) it has available the authorized but unissued shares of Series RX-1 Preferred Stock required to fulfill its obligations under this Agreement, (ii) the Exchange Shares will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issuance thereof, (iii) as soon as practicable, it shall deliver to the Investor one or more share certificates to the Investor reflecting the Exchange Shares, and (iv) the Exchange is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act, and it shall not take any position contrary to that recognition, including without limitation, and for purposes of resale exemption under Rule 144 of the Securities Act, that the holding period of the Exchange Shares may be tacked onto the holding period of the Original Securities.

 

4.       Governing Law. This Agreement is being executed and delivered in the State of Florida and shall be governed by, construed and enforced in accordance with the laws of the State of Florida without regard to principles of conflicts of laws.

 

IN WITNESS WHEREOF, the Parties have executed, or caused their duly authorized agents to execute, in each case as appropriate, this Agreement as of the day and year first above written.

 

Company   Investor
       
FINDEX.COM, INC.    
       
       
       
By:      
Name: Steven Malone   Michael Membrado
Title: President & Chief Executive Officer