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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2017
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 17 – SUBSEQUENT EVENTS


On January 9, 2018, the Company sold a total of 100,000 shares to an accredited investor for proceeds of $25,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 50,000 shares for a strike price of $0.40 and five-year warrants to acquire 50,000 shares for a strike price of $0.60 per share.


On January 9, 2018, the Company sold a total of 100,000 shares to an accredited investor for proceeds of $25,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 50,000 shares for a strike price of $0.40 and five-year warrants to acquire 50,000 shares for a strike price of $0.60 per share.


On January 10, 2018, the Company sold a total of 333,333 shares to an accredited investor for proceeds of $100,000 ($0.30 per share).


On January 11, 2018, the Company sold a total of 125,000 shares to an accredited investor for proceeds of $31,250 ($0.25 per share). In addition, the investor received five-year warrants to acquire 62,500 shares for a strike price of $0.40 and five-year warrants to acquire 62,500 shares for a strike price of $0.60 per share.


On January 31, 2018, the Company sold a total of 46,633 shares to an accredited investor for proceeds of $13,990 ($0.30 per share)


On February 2, 2018, the Company sold a total of 200,000 shares to an accredited investor for proceeds of $50,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 200,000 shares for a strike price of $0.50 per share.


On February 9, 2018, the Company sold a total of 200,000 shares to an accredited investor for proceeds of $50,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 200,000 shares for a strike price of $0.50 per share.


On February 15, 2018, the Company sold a total of 400,000 shares to an accredited investor for proceeds of $100,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 200,000 shares for a strike price of $0.40 and five-year warrants to acquire 200,000 shares for a strike price of $0.60 per share.


On March 19, 2018, the Company sold a total of 400,000 shares to an accredited investor for proceeds of $100,000 ($0.25 per share). In addition, the investor received five-year warrants to acquire 200,000 shares for a strike price of $0.40 and five-year warrants to acquire 200,000 shares for a strike price of $0.60 per share.


On March 19, 2018, the Company amended the Note with a Related Party in the amount of $200,000 that was originally issued on August 9, 2017 and was extended to February 28, 2018. The Note was amended to be a “demand” note. The Note is now due on demand from the Lender. The Lender agreed to amend the Note with no penalty and all original terms remain in place.


On March 19, 2018, the Board of Directors of the Company approved the disposal of HLM Paymeon, Inc. and Paymeon Brands, Inc. as they made a strategic shift into the basalt fiber reinforced polymer business with the acquisition of Basalt America. The disposal of HLM Paymeon, Inc. was effective May 1, 2018. As a result of this disposal under ASC 205-20-45-1E, the Company has presented the assets and liabilities of this segment as held for sale and as discontinued operations and have reclassified the prior year balances to reflect this strategic shift.


On March 19, 2018, the Company entered into a Demand Revolving Credit Line (“Credit Line”) with EAC (“Lender”), an entity owned by its former Chairman and CEO. Under the Credit Line, the Company may borrow up to $100,000 at a simple interest rate of 5% per annum for its operating needs. There are no minimum borrowing requirements, the Company may “revolve” the credit as often as it likes, and either party may terminate the Credit Line at any time. All amounts outstanding under the Credit Line are due on demand from the Lender.


On March 19, 2018, our Chairman and CEO agreed to forgive $200,000 of accrued payroll due and payable to him. Our Chairman and CEO received no compensation of any kind in return for the forgiveness.


On March 28, 2018, the Company borrowed $50,000 under the Demand Revolving Credit Line from EAC.


On March 28, 2018, the Company sold a total of 333,333 shares to an accredited investor for proceeds of $50,000 ($0.15 per share).


On March 28, 2018, the Company sold a total of 200,000 shares to an accredited investor for proceeds of $30,000 ($0.15 per share).


On April 4, 2018, the Company entered into four extension agreements for its four convertible notes payable due to a related party with a net principal balance of $290,273, which is net of offsets. These notes were extended through December 31, 2018. These notes were previously extended on August 7, 2017 when the note holder agreed to extend the note through March 31, 2018. On April 4, 2018 the note holder agreed to extend the note through December 31, 2018.


On April 13, 2018, Edward A. Cespedes resigned as the chairman and chief executive officer of our Company and all our subsidiaries.


On April 13, 2018, Vincent L. Celentano was appointed chairman and chief executive officer of our Company and all our subsidiaries. Mr. Celentano is the largest individual shareholder of our Company.


On April 13, 2018, upon the resignation of Edward A. Cespedes, EAC, issued a demand for repayment of $50,000 borrowed under the Demand Revolving Credit Line. The amount has not been paid as of the date of filing. On June 21, 2018, EAC granted the Company an extension for repayment of amounts due to July 15, 2018.


On April 14, 2018, the Company entered into a consulting agreement with EAC. EAC is the personal holding company of our former chairman and chief executive officer, Edward A. Cespedes. Under the agreement EAC will provide the Company with general corporate and other services at the direction of the Board of Directors. The agreement is for a period of twelve months and can be terminated by either party with written notice. The agreement contains standard representations, warranties, and indemnifications from EAC and the Company. Mr. Cespedes has no executive authority under the agreement. Compensation under the agreement is flexible. The agreement sets target compensation for EAC at $15,000 per month and allows for the Company to pay EAC less based on its financial wherewithal at any given time. The agreement also contains customary terms, including reimbursement for certain health and business-related expenses.


On April 19, 2018, 40,000 shares previously issued in duplicate to an accredited investor were returned to the Company’s treasury.


On April 27, 2018, the Company issued an unsecured promissory note in the principal amount of $50,000 to RVRM Holdings, LLC. The promissory note bears interest at an annual rate of 4% and is due ninety days from the date of issuance. RVRM Holdings, LLC is controlled by one of our directors, Ronald J. LoRicco, Sr.

 

On May 2, 2018, the Company secured a 3-year extension of the convertible note in return for (1) a $5,000 per month payment applicable to current interest and principal beginning on April 22, 2018, and (2) the issuance of 274,575 new, restricted common shares. The shares were issued on June 13, 2018. As of June 15, 2018, the Company has not yet commenced making the $5,000 per month payments required by the extension. As a result of this extension, the modification to this debt instrument will be reflected as a material modification in the Company’s consolidated statement of operations in the quarter ending June 30, 2018.


On May 4, 2018, the Company issued an unsecured promissory note in the principal amount of $10,000 to RVRM Holdings, LLC. The promissory note bears interest at an annual rate of 4% and is due ninety days from the date of issuance. RVRM Holdings, LLC is controlled by one of our directors, Ronald J. LoRicco, Sr.

 

On May 9, 2018, the Company issued an unsecured promissory note in the principal amount of $5,000 to VCVC, LLC. VCVC is controlled by our chairman and chief executive officer, Vincent L. Celentano. The promissory note bears interest at an annual rate of 4% and is due on demand.

 

On May 17, 2018, the Company issued an unsecured promissory note in the principal amount of $10,000 to RVRM Holdings, LLC. The promissory note bears interest at an annual rate of 4% and is due ninety days from the date of issuance. RVRM Holdings, LLC is controlled by one of our directors, Ronald J. LoRicco, Sr.


On May 24, 2018, the Company issued an unsecured promissory note in the principal amount of $11,400 to EAC. EAC is the personal holding company of our former chairman and chief executive officer, Edward A. Cespedes. The promissory note bears interest at an annual rate of 4% and is due on demand.

 

On May 25, 2018, the Company issued an unsecured promissory note in the principal amount of $20,000 to VCVC, LLC. VCVC is the personal holding company of our chairman and chief executive officer, Vincent L. Celentano. The promissory note bears interest at an annual rate of 4% and is due on demand. 


On May 25, 2018, the Company issued another unsecured promissory note in the principal amount of $20,000 to VCVC, LLC. VCVC is the personal holding company of our chairman and chief executive officer, Vincent L. Celentano. The promissory note bears interest at an annual rate of 4% and is due on demand.


On June 1, 2018, the Company issued an unsecured promissory note in the principal amount of $2,500 to VCVC, LLC. VCVC is the personal holding company of our chairman and chief executive officer, Vincent L. Celentano. The promissory note bears interest at an annual rate of 4% and is due on demand.


On June 4, 2018, the Company repaid $4,000 principal of the $11,400 unsecured promissory note to EAC.

 

On June 5, 2018, the Company issued an unsecured promissory note in the principal amount of $10,000 to RVRM Holdings, LLC. The promissory note bears interest at an annual rate of 4% and is due 90 days from the date of issuance. RVRM Holdings, LLC is controlled by one of our directors, Ronald J. LoRicco, Sr.


On June 5, 2018, the Company issued an unsecured promissory note in the principal amount of $5,000 to VCVC, LLC. VCVC is the personal holding company of our chairman and chief executive officer, Vincent L. Celentano. The promissory note bears interest at an annual rate of 4% and is due on demand.


On June 19, 2018, the Company issued an unsecured promissory note in the principal amount of $80,000 to VCVC, LLC. VCVC is the personal holding company of our chairman and chief executive officer, Vincent L. Celentano. The promissory note bears interest at an annual rate of 4% and is due on demand.


On June 19, 2018, the Company issued an unsecured promissory note in the principal amount of $20,000 to VCVC, LLC. VCVC is the personal holding company of our chairman and chief executive officer, Vincent L. Celentano. The promissory note bears interest at an annual rate of 4% and is due on demand.


On July 11, 2018, the Company sold a total of 400,000 shares to an accredited investor for proceeds of $30,000 ($0.075 per share). In conjunction with the investment, the investor agreed to a twelve-month resale restriction.