Company Quick10K Filing
Quick10K
4M Carbon Fiber
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
8-K 2019-07-26 Officers
8-K 2019-04-18 Sale of Shares
8-K 2018-07-24 Officers, Exhibits
8-K 2018-02-20 Amend Bylaw, Regulation FD, Exhibits
8-K 2018-01-31 Sale of Shares, Officers, Exhibits
8-K 2002-05-01 Sale of Shares, Officers, Exhibits
GOSS Gossamer Bio 1,150
PAYM PayMeOn 40
VCOR Visiber57 32
TEAR Tearlab 3
EQUR E-Qure 2
EOSS EOS 0
WUYI China Wuyi Mountain 0
PAXH Preaxia Health Care Payment Systems 0
MDLA Medallia 0
ABCE Abco Energy 0
FMCF 2019-03-31
Part 1 - Financial Information
Item 1. Financial Statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures.
Part Ii-Other Information
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31 exhibit31.1.htm
EX-31 exhibit31.2.htm
EX-32 exhibit32.1.htm
EX-32 exhibit32.2.htm

4M Carbon Fiber Earnings 2019-03-31

FMCF 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 f4mcf.10q_03.31.19.htm 4M CARBON FIBER 10Q - 03.31.2019 4M Carbon Fiber 10Q - 03.31.2019

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ________


Commission File Number: 000-55401



4M Carbon Fiber Corp.
(Exact name of registrant as specified in its charter)


Delaware

80-0379897

(State or other jurisdiction of incorporation organization)  

(I.R.S. Employer Identification No.)


835 Innovation Drive, Suite 200, Knoxville, TN 37932
(Address of principal executive offices) (Zip Code)


Registrants Telephone Number, Including Area Code:  865-444-6789

________________ __________________________
(Former name, former address and former fiscal year, if changed since last report)

Title of each class

Name of each exchange on which registered

None

Not Applicable

 

Securities registered under Section 12(g) of the Exchange Act:

Title of each class

Common Stock, par value $0.0001

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]   No [  ]


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [ X ] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of large accelerated filer, accelerated filer "smaller reporting company and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

[      ]

 

Accelerated filer

[      ]

Non-accelerated filer

[      ]

 

Smaller reporting company

[ X  ]

 

 

 

Emerging growth company

[     ]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [  ] No [X]


Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 78,960,916 as May 14, 2019.  

 







4M CARBON FIBER CORP.



INDEX

 

 

Page

PART I.

FINANCIAL INFORMATION

 

 

ITEM 1

Financial Statements

 

 

Consolidated balance sheets as of March 31, 2019  and December 31, 2018 (unaudited)

F-1

 

 

Consolidated statements of operations for the three months ended March 31, 2019 and 2018 (unaudited)

F-2

 

 

Consolidated statements of Stockholders’ Equity as of March 31, 2019 and December 31, 2019 (unaudited)

F-3

 

 

Consolidated statements of cash flows for the three months ended March 31, 2019 and 2018 (unaudited)

F-4

 

 

Notes to condensed consolidated financial statements (unaudited)

F 5-12

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15-18

 

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

18

 

ITEM 4.

Controls and Procedures

19

PART II.

OTHER INFORMATION

 

ITEM 1.

Legal Proceedings

19

 

ITEM 1A.

Risk Factors

19

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

19

 

ITEM 3.

Defaults Upon Senior Securities

20

 

ITEM 4.

Mine Safety Disclosures

21

 

ITEM 5.

Other Information

21

 

ITEM 6.

Exhibits

21

 

SIGNATURES

22







PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

4M CARBON FIBER CORP. & SUBSIDIARY

 

CONSOLIDATED BALANCE SHEETS

 

(Unaudited)

 

 

March 31, 2019

 

December 31, 2018

ASSETS

 

 

 

Current assets:

 

 

 

Cash

$

684,795 

 

$

1,457,761 

Accounts receivable (net of reserve for bad debts of $0 and $0, respectively)

566 

 

566 

Prepaid expenses

220,956 

 

13,065 

Prepaid license fees

150,000 

 

150,000 

      Total current assets

1,056,317 

 

1,621,392 

 

 

 

 

Fixed assets:

 

 

 

Computer hardware

5,371 

 

5,371 

Equipment

696,025 

 

696,025 

Website and presentation templates

12,825 

 

12,825 

Leasehold improvements

96,605 

 

96,605 

     Total fixed assets

810,826 

 

810,826 

 Accumulated depreciation and amortization

(209,818)

 

(193,792)

Fixed and intangible assets, net

601,008 

 

617,034 

 

 

 

 

        Total other assets

 

 

 

 

 

        Total assets

$

1,638,575 

 

$

2,238,426 

 

 

 

 

LIABILITIES AND STOCKHOLDERS EQUITY

 

 

 

Current liabilities:

 

 

 

Accounts payable and accrued expenses

$

850,353 

 

$

852,060 

Accrued interest

29,648 

 

40,665 

Accrued payroll taxes and withholdings

15,320 

 

22,713 

Deferred sales

11,368 

 

11,368 

Loans from related party

 

278,000 

Notes payable

350,584 

 

350,584 

Total current liabilities

1,257,273 

 

1,555,390 

 

 

 

 

Long-term liabilities:

 

 

 

  Convertible debt - long term (net of debt discount of $0 and $0, respectively)

20,000 

 

20,000 

      Total long-term liabilities

20,000 

 

20,000 

 

 

 

 

        Total liabilities

1,277,273 

 

1,575,390 

 

 

 

 

Commitments and contingencies

 

                           -

 

 

 

 

Stockholders' equity

 

 

 

Preferred stock - par $0.0001; Authorized 25,000,000 shares; Issued and outstanding 0 and 0 shares, respectively

 

Common stock, par $0.0001; Authorized 250,000,000 shares, Issued and outstanding 78,503,588 and 78,273,588 shares, respectively

7,850 

 

7,827 

Additional paid-in capital

7,065,580 

 

6,720,603 

Subscriptions receivable

(104,400)

 

(104,400)

Stock to be issued

957,167 

 

703,000 

Treasury Stock, at cost, 3,664,641 and 3,664,641 shares, respectively

(100,000)

 

(100,000)

 Accumulated Deficit

(7,464,895)

 

(6,563,994)

        Total stockholders' equity

361,302 

 

663,036 

 

 

 

 

        Total liabilities and stockholders' equity

$

1,638,575 

 

$

2,238,426 

See accompanying notes to the unaudited condensed consolidated financial statements

 

F-1

 


4M CARBON FIBER CORP & SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 For the three months ended

 

March 31, 2019

 

March 31, 2018

 

 

 

 

Total Income

$

 

$

 

 

 

 

Cost of sales

 

 

 

 

 

Gross profit

 

 

 

 

 

Operating expenses:

 

 

 

  Selling expenses

549 

 

  General and administrative

881,049 

 

1,328,446 

  Depreciation and amortization

16,025 

 

17,404 

Total operating expenses

897,623 

 

1,345,850 

 

 

 

 

Loss from operations

(897,623)

 

(1,345,850)

 

 

 

 

Other (Income) / Expenses:

 

 

 

Interest expense

5,772 

 

8,314 

Interest income

(2,495)

 

Total other (income) expenses

3,277 

 

8,314 

 

 

 

 

Net loss

$

(900,900)

 

$

(1,354,164)

 

 

 

 

 

 

 

 

Per share data

 

 

 

  Net Loss per share - basic and diluted

$

(0.01)

 

$

(0.02)

 

 

 

 

Weighted average number of

 

 

 

  shares outstanding- basic and diluted

78,404,810 

 

74,119,582 

 

 

 

 

F-2

See accompanying notes to the unaudited condensed consolidated financial statements








 

 


 



4M CARBON FIBER CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Common Stock

 

 Treasury Stock

 

 

 

 

 

 Additional

 

 

 

 Total

 

 ($.0001 par value)

 

 ($.0001 par value)

 

Subscriptions

 

 Stock

 

 Paid-In

 

Accumulated

 

 Stockholders'

 

 Shares

 

 Amount

 

 Shares

 

 Amount

 

 Receivable

 

 To be issued

 

 Capital

 

 Deficit

 

 Equity  

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

Balance, January 1, 2018

72,794,376

 

$

7,279

 

-

 

$

(100,000)

 

$

(104,400)

 

$

522,500 

 

$

2,636,902

 

$

(2,022,859)

 

$

939,422 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Issuance of stock for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Conversion of loans & accrued interest

241,667


24


-







69,976



70,000 

 Private placement

2,677,844

 

268

 

 

 

 

 

 

 

 

2,359,204

 

 

2,359,472 

 Compensation

1,129,468


113









677,012


 

677,125 

 Consulting

667,566

 

67

 

 

 

 

 

 

 

 

455,085

 

 

455,152 

 Common stock to be issued

 

 

-

 

 

 

 

 

 

703,000 

 

-

 

 

703,000 

 Issuance of common stock to be issued

762,667

 

76

 

 

 

 

 

 

(522,500)

 

522,424

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Net loss

 

 

-

 

-

 

 

 

 

 

 

 

 

(4,541,135)

 

(4,541,135)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2018

78,273,588

 

7,827

 

-

 

(100,000)

 

(104,400)

 

703,000 

 

6,720,603

 

(6,563,994)

 

663,036 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Issuance of stock for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Private placement

80,000

 

8

 

-

 

 

 

 

 

 

119,992

 

 

120,000 

 Consulting

150,000

 

15

 

-

 

 

 

 

 

 

224,985

 

 

225,000 

 Common stock to be issued

 

 

-

 

 

 

 

 

 

254,167 

 

 

 

 

254,167 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Net loss

 

 

-

 

-

 

 

 

 

 

 

 

 

(900,900)

 

(900,900)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2019

78,503,588

 

$

7,850

 

-

 

$

(100,000)

 

$

(104,400)

 

$

957,167 

 

$

7,065,580

 

$

(7,464,895)

 

$

361,302 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited condensed consolidated financial statements

F-3



 


 


4M CARBON FIBER CORP & SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 For the three-month periods ended

 

March 31, 2019

 

March 31, 2018

Cash flows from operating activities:

 

 

 

Net loss

$

(900,900)

 

$

(1,354,164)

Adjustments to reconcile net loss to net cash

 

 

 

 used in operating activities:

 

 

 

Depreciation and amortization

16,026 

 

17,404 

Common stock issued for services

225,000 

 

924,958 

            Common stock issued for compensation

254,167 

 

    Changes in operating asset and liability account balances:

 

 

 

Prepaid expenses

(189,141)

 

(15,904)

Accrued interest

(11,017)

 

9,625 

Accrued officers' salaries and director's compensation

103,073 

 

Accounts payable and accrued expenses

(112,174)

 

(68,356)

Total adjustments

285,934 

 

867,727 

 

 

 

 

Net cash used in operating activities

(614,966)

 

(486,437)

 

 

 

 

Net cash used in investing activities

 

 

 

 

 

Cash flows from financing activities:

 

 

 

Payment of related party loan

(278,000)

 

Proceeds of sale of common stock

120,000 

 

385,355 

Net cash (used) provided by financing activities

(158,000)

 

385,355 

 

 

 

 

Net  (decrease) in cash

(772,966)

 

(101,082)

 

 

 

 

Cash at beginning of period

1,457,761 

 

1,309,573 

 

 

 

 

Cash at end of period

$

684,795 

 

$

1,208,491 

 

 

 

 

Supplemental Schedule of Cash Flow Information:

 

 

 

 Cash paid for interest

$

16,789 

 

$

 Cash paid for income taxes

$

 

$

 

 

 

 

Supplemental Schedules of Noncash Investing and Financing Activities:

 

 

 

Conversion of convertible debt to equity

$

 

$

40,000 

 

 

 

 

F-4

See accompanying notes to the unaudited condensed consolidated financial statements


 

 

 

 

4M Carbon Fiber Corp. and Subsidiary

Notes to the Unaudited Condensed Consolidated Financial Statements

 For the three months ended March 31, 2019 and 2018

 


1.

Organization and Nature of Operations


The Company was incorporated in the state of Delaware, on January 21, 2009 as a wholly owned subsidiary of CornerWorld Corporation (CWC), a Nevada corporation publicly traded on the OTCQB exchange.


The Company was setup as a holding company for three telecommunications services subsidiaries.  It recently disposed of these operations when it simultaneously entered into a Stock Purchase Agreement, dated March 31, 2017 (the Stock Purchase Agreement), with 4M Industrial Oxidation, LLC, a Tennessee limited liability company (4MIO), pursuant to which 4MIO purchased from the Selling Stockholders an aggregate of 3,664,641 shares of common stock, par value $0.0001 per share (the Common Stock), of the Company, representing approximately 78.7% of the issued and outstanding shares of Common Stock of the Company.  The foregoing sale of Common Stock by the Selling Shareholders to 4MIO resulted in a change in control of the Company.


Subsequently, on April 6, 2017, Woodland acquired one hundred percent (100%) of the outstanding membership interests of 4MIO which became a wholly owned subsidiary.   The acquisition had an effective date of April 1, 2017.


In early 2018, Woodland changed its name to 4M Carbon Fiber Corp (4M) and while fully reporting to the Securities Exchange Commission (SEC), expects to complete the process whereby it can begin trading on a public stock exchange in late 2019.

2.

Basis of Presentation


Interim Unaudited Consolidated Financial Statements


The unaudited interim consolidated financial statements of 4M Carbon Fiber Corporation (the Company, 4MCF, we, our or us) for the three-month periods ended March 31, 2019 and 2018 contained in this Quarterly Report (collectively, the Unaudited Interim Consolidated Financial Statements) were prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for all periods presented. The results of operations for the three-month period ended  March 31, 2019 are not necessarily indicative of the results that may be expected for the entire fiscal year.


The accompanying Unaudited Interim Consolidated Financial Statements have been prepared in accordance with the regulations for interim financial information of the Securities and Exchange Commission (the SEC). Accordingly, they do not include all of the disclosures required by U.S. GAAP for complete financial statements.  In the opinion of management, the unaudited accompanying statements of financial condition and related interim statements of operations, cash flows, and stockholders deficit include all adjustments (which consist only of normal and recurring adjustments) considered necessary for a fair presentation in conformity with U.S. GAAP. These Unaudited Interim Consolidated Financial Statements should be read in conjunction with the 4M Carbon Fiber Corp. consolidated financial statements as of and for the year ended December 31, 2018, as filed with the SEC on Form 10-K.


3.

Summary of Significant Accounting Policies


a)   Use of Estimates


The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

F-5


         b)  Principles of Consolidation


The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary 4M Industrial Oxidation, LLC.  All significant inter-company transactions are eliminated.


c)   Cash and Cash Equivalents


For purposes of the statement of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents.


At March 31, 2019 and December 31, 2018, the Company had one bank account that exceeded the $250,000 FDIC limit.  The Company  plans on  opening additional accounts to mitigate the risk of loss, and provide additional benefits and bank flexibility.  


d)   Accounts receivable and concentration of credit risk


The Company currently offers specialized testing services to various carbon fiber manufacturers and companies utilizing carbon fiber to evaluate the efficacy of the technology on their particular products and product lines.  The Company typically requires an upfront fee prior to setup and operation of the test runs.  At times, some accounts utilize more than the anticipated resources and additional services are invoiced after the fact.  This has minimized the risk of default in the collection of accounts receivable.  


e)   Allowance for doubtful accounts


The allowance for doubtful accounts is based on the Companys assessment of the collectability of customer accounts and the aging of the accounts receivable.  The Company regularly reviews the adequacy of the Companys allowance for doubtful accounts through identification of specific receivables where it is expected that payments will not be received.  The Company also establishes an unallocated reserve that is applied to all amounts that are not specifically identified.  In determining specific receivables where collections may not have been received, the Company reviews past due receivables and gives consideration to prior collection history and changes in the customers overall business condition.  The allowance for doubtful accounts reflects the Companys best estimate as of the reporting dates.


At March 31, 2019 and December 31, 2018, the Company had an allowance for bad debts in the amount of $0 and $0, respectively.



f)   Basic and Diluted Net Loss per Share


The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. There were dilutive potential securities as of March 31, 2019 in the form of convertible debt (see Note 5), however, due to the Companys loss their effect on EPS was anti-dilutive and therefor did not affect the EPS calculation.


g)   Financial Instruments


Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

F-6



Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company did not have any Level 2 or Level 3 assets or liabilities as of September 30, 2018, with the exception of its notes payable. The carrying amounts of these liabilities at September 30, 2018 approximate their respective fair value based on the Companys incremental borrowing rate.

 

Cash is considered to be highly liquid and easily tradable as of September 30, 2018 and therefore classified as Level 1 within our fair value hierarchy.

 

In addition, FASB ASC 825-10-25 Fair Value Option, or ASC 825-10-25, was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments


h)   Income Taxes


Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 Accounting for Income Taxes as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.


i) Revenue Recognition


The Company recognizes revenue in accordance with ASC-605, Revenue Recognition, which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or title has passed; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.


Revenues are recognized (a) for larger construction type projects based on the percentage of completion method; or (b) for direct sales of products, upon shipment, provided that a signed purchase order has been received, the price is fixed, title has transferred, collection of resulting receivables is reasonably assured, and there are no remaining significant obligations. Reserves for sales returns and allowances, based on historical levels of returns and discounts, current economic trends and changes in customer demand.  


Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.


j) Reclassification


Certain reclassifications have been made to conform the prior period data to the current presentation. These reclassifications had no effect on reported net loss.


 

F-7


 



4.     Notes Payable


Notes Payable, others:


The Company owed $200,584 and $200,584 at March 31, 2019 and December 31, 2018, respectively, to a formerly related party.  The relationship ceased to exist when 4MIO was merged into 4M Carbon Fiber.   


During the year ended December 31, 2015, the Company had through its 4MIO subsidiary borrowed $150,000 in 2-year notes issued to an accredited investor.  The notes due dates have been extended to July 1, 2019.  


During the three months ended March 31, 2019 and the year ended December 31, 2018 the Company made no repayments of notes, and paid accrued interest of $4,603 and $79,928, respectively.   


At March 31, 2019 and December 31, 2018, the Company has accrued interest of $29,648 and $40,665, respectively.



5.

Convertible debt


In September 2017, the Company entered into four, two-year convertible debentures, totaling $90,000 with four accredited investors.  The debentures are convertible at the higher of (a) 80% of the market price on the date of conversion or (b) $2.00 per share.  The notes carry interest at eight percent (8%) per annum.  In 2018, three of the notes were fully converted into common shares.  The convertible debenture balances are listed below:


Date

March 31, 2019

 

December 31, 2018

September 7, 2017

$20,000

 

$20,000

 

 

 

 

Total

$20,000

 

$20,000


The Company computed the Beneficial Conversion Feature to determine any debt discount.  The computations indicated that no discount adjustment was required.


At March 31, 2019 and December 31, 2018 convertible notes and debentures consisted of the following:


 

March 31, 2019

 

December 31, 2018

Convertible notes payable

$

20,000 

 

$

20,000 

Unamortized debt discount

(-)

 

(-)

Carrying amount

$

20,000 

 

$

20,000 

Less: current portion

(-)

 

(-)

Long-term convertible notes, net

$

20,000 

 

$

20,000 

   




6.

Related Party Transactions

 

Prior to the reverse merger of 4MIO with Woodland Holdings Corp. on April 6, 2017, approximately 95% of outstanding membership interests of 4MIO were owned by Remaxco Technologies, Inc. (RMX).  As a result, there are certain transactions between the companies which are disclosed below as well as other places in these footnotes (see Footnote 4).


In January 2016, the Company reclassified a Note Receivable of $150,000 due from RMX to Prepaid Licensing Fees.  This reclassification reflects a portion of the expected royalties that are to be paid to RMX and ORNL once the Plasma Oxidation ovens equipped with the technology begin to ship.  Since the strategic pivot away from selling hardware to one of carbon fiber production, these prepaid amounts will be applied against future license fees payable.  

 

F-8



 

Notes Payable to Related Parties:

On the following dates, the Company entered into individual eighteen-month promissory note agreements for an aggregate principal amount of $278,000 with a company of which our COO is a member.  Pursuant to the agreement, the loans bear interest at 10% per annum.


Date

Amount

03/04/16

$

50,000

03/11/16

50,000

09/30/16

58,000

10/05/16

60,000

10/20/16

60,000

Total

$

278,000


During the three months ended March 31, 2019 the Company repaid the $278,000 of notes and accrued interest of $12,186.   



7.

Stockholders Equity


a)

Authorized

 

Authorized capital stock consists of:


· 250,000,000 shares of common stock with a par value of $0.0001 per share; and


· 25,000 preferred shares with a par value of $0.0001 per share;



b)

Share Issuances

 

·

On February 1, 2019, the Company issued 250,000 shares of common stock at a price of $1.50 per share to a consultant for services to be rendered throughout the course of the year.  The Company recorded $187,500 as prepaid consulting expense and $37,500 as consulting expense.


·

On February 4, 2019, the Company issued 20,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $30,000.


·

On February 11, 2019, the Company issued 30,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $45,000.


·

On March 12, 2019, the Company issued 30,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $45,000.

As of March 31, 2019, and December 31, 2018, there were 78,503,588 and 78,273,588 shares of common stock issued and outstanding, respectively.  



8.

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 Accounting for Income Taxes as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

 

F-9




Deferred income tax assets as of March 31, 2019 and December 31, 2018 of $1,393,045 and $1,217,545, respectively, resulting from net operating losses and future amortization deductions, have been fully offset by valuation allowances.  The valuation allowances have been established equal to the full amounts of the deferred tax assets, as the Company is not assured that it is more likely than not that these benefits will be realized.

Reconciliation between the statutory United States corporate income tax rate (21%) and the effective income tax rates based on continuing operations is as follows:

 

March 31, 2019

 

December 31, 2018

Income tax benefit at Federal statutory rate of 21%

$

(189,189)

 

$

(558,600)

State Income tax benefit, net of Federal effect

(45,045)

 

(133,000)

Permanent and other differences

58,500 

 

309,277 

Change in valuation allowance

175,734 

 

382,323 

 Total

$

 

$


Components of deferred tax assets were approximately as follows:


 

March 31, 2019

 

December 31, 2018

 Net operating loss

$

1,393,045 

 

$

1,217,545 

Asset impairment

 

Valuation allowance

(1,393,045)

 

(1,217,545)

Total

$

 

$

At December 31, 2018, the Company has available net operating losses of approximately $4,682,864 which may be carried forward to apply against future taxable income. These losses will begin to expire in 2032. Deferred tax assets related to these losses have not been recorded due to uncertainty regarding their utilization.

The provisions of ASC 740 require companies to recognize in their financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure.

Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Companys financial statements. The Companys policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense.

The Company has filed its applicable Federal and State tax returns for the years ended December 31, 2018. The Company has filed returns for 2017.

The Company entered into a share exchange agreement during fiscal year 2017, as a result, pursuant to Internal Revenue Code Section 382, the amount of future taxable income that can be offset by pre-share exchange agreement net operating losses may be limited. The deferred tax asset derived from these tax loss carry-forwards have been included in consolidated deferred tax assets- net operating loss carry-forwards, and a full valuation allowance has been established since it is not more likely than not that such benefits will be recovered.

 

9.

Commitments and Contingencies


Litigation


The Company may, from time to time, become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is currently not aware of any such legal proceedings that it believes will have, individually or in the aggregate, a material adverse effect on its business.


F-10

 



10.     Acquisition of 4M Industrial Oxidation, LLC.


On April 6, 2017, the Company entered into an Agreement and Plan of Merger, dated April 6, 2017 (the Merger Agreement) with an effective date of April 1, 2017, with 4MIO Merger Sub, LLC, a Tennessee limited liability company and wholly-owned subsidiary of the Company (the Merger Sub), and 4MIO, for the purposes of consummating a reverse merger (the Merger).


Pursuant to the Merger Agreement, Merger Sub merged with and into 4MIO, with 4MIO being the surviving company and resulting in 4MIO becoming a wholly-owned subsidiary of the Company. The Merger was intended to constitute a tax-free reorganization within the meaning of Section 368 of the United States Internal Revenue Code of 1986, as amended.


In the Merger, the members of 4MIO exchanged their membership interests of 4MIO, representing 100% of the outstanding membership interests of 4MIO, for an aggregate of 55 million (55,000,000) shares of Common Stock of the Company which represented approximately 78.46% of the shares of Common Stock of the Company based on an aggregate of 70,096,470 shares of Common Stock outstanding upon consummation of the Merger.


The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

 

ASSETS:

 

Current assets

$

319,983

Property & equipment

603,949

Furniture & fixtures

11,854

Leasehold improvements

73,127

Total

$

1,008,913

 

 

LIABILITIES:

 

Current liabilities

$

388,086

Net purchase price

$

620,827

 

11.       Subsequent Events


We have evaluated subsequent events through the date of issuance of the unaudited condensed consolidated financial statements, and below are the material recognizable subsequent events.


o

On April 1, 2019, the Company issued 39,996 shares of common stock at a price of $0.60 per share to a consultant for services completed in 2018 and recorded as stock to be issued in the amount of $23,998.


o

On April 1, 2019, the Company issued 13,332 shares of common stock at a price of $0.90 per share to a consultant for services totaling $11,999.


o

On April 2, 2019, the Company issued 20,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $30,000.


o

On April 3, 2019, the Company issued 40,000 shares of common stock at a price of $1.25 per share to an accredited investor in consideration of a cash investment of $50,000


o

On April 3, 2019, the Company issued 40,000 shares of common stock at a price of $1.25 per share to an accredited investor in consideration of a cash investment of $50,000


o

On April 3, 2019, the Company issued 8,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $12,000.


o

On April 3, 2019, the Company issued 40,000 shares of common stock at a price of $1.25 per share to an accredited investor in consideration of a cash investment of $50,000

 

 

F-11

 

o On April 4, 2019, the Company issued 40,000 shares of common stock at a price of $1.25 per share to an accredited investor in consideration of a cash investment of $50,000


o

On April 4, 2019, the Company issued 20,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $30,000.


o

On April 4, 2019, the Company issued 16,667 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $25,000.


o

On April 8, 2019, the Company issued 20,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $30,000.


o

On April 8, 2019, the Company issued 26,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $39,000.


o

On April 8, 2019, the Company issued 40,000 shares of common stock at a price of $1.25 per share to an accredited investor in consideration of a cash investment of $50,000.


o

On April 18, 2019, the Company issued 33,333 shares of common stock at a price of $1.50 per share to an officer and director on conversion of accrued compensation in the amount of $50,000.


o

On April 29, 2019, the Company issued 20,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $30,000.


o

On April 30, 2019, the Company issued 40,000 shares of common stock at a price of $1.25 per share to an accredited investor in consideration of a cash investment of $50,000.








F-12




Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations


Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally are identified by the words believes, project, expects, anticipates, estimates, intends, strategy, plan, may, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.


Corporate History


The Company was incorporated in the state of Delaware, on January 21, 2009 as a wholly owned subsidiary of CornerWorld Corporation (CWC), a Nevada corporation publicly traded on the OTCQB exchange.


The Company was setup as a holding company for three telecommunications services subsidiaries.  It recently disposed of these operations when it simultaneously entered into a Stock Purchase Agreement, dated March 31, 2017 (the Stock Purchase Agreement), with 4M Industrial Oxidation, LLC, a Tennessee limited liability company (4MIO), pursuant to which 4MIO purchased from the Selling Stockholders an aggregate of 3,664,641 shares of common stock, par value $0.0001 per share (the Common Stock), of the Company, representing approximately 78.7% of the issued and outstanding shares of Common Stock of the Company.  The foregoing sale of Common Stock by the Selling Shareholders to 4MIO resulted in a change in control of the Company.


Subsequently, on April 6, 2017, Woodland acquired one hundred percent (100%) of the outstanding membership interests of 4MIO which became a wholly owned subsidiary.   The acquisition had an effective date of April 1, 2017.


In early 2018, Woodland changed its name to 4M Carbon Fiber Corp (4M) and while fully reporting to the Securities Exchange Commission (SEC), expects to complete the process whereby it can begin trading on a public stock exchange in late 2019.



Results of Operations for the three months ended March 31, 2019 and 2018.

 

Operating Revenues

In the three-month period ended March 31, 2019 and 2018 we generated $0 and $0, respectively.  The Company has shifted from running test products for customers to development of its own commercial production facilities.   

 

Cost of Goods Sold

In the three-month period ended March 31, 2019 and 2018, we incurred $0 and $0, respectively.  The cost of development on the test production line and refinement of the process of production of carbon fiber are treated as R & D and expensed as incurred as part of the S, G & A expenses.

 

Gross profit (loss)

For the three-months ended March 31, 2019 and 2018, our gross profit was $0, and $0, respectively.  There is no gross losses due to no revenue in the three-month periods ended March 31, 2019 and 2018 due to the reclassification of operating expenses to S,G & A as R & D expenses.      


15



Operating Expenses

Our operating expenses for the three months  ended March 31, 2019 and 2018 are outlined in the table below:

 

 

Three Months Ended

 

March 31,

 

2019

 

2018

Selling expense

   $        549

 

$                -

General and administrative

      881,049

 

    1,328,446

Depreciation and amortization

        16,025

 

         17,404

Total

   $  897,623

 

$1,345,850

 

Operating expenses for the three-months ended March 31, 2019 and 2018, were $897,623 and $1,345,850, respectively.  The decrease in operating expense during the both the three-month periods is due in part to a significant reduction in the R&D costs in 2019 versus 2018, coupled with significantly reduced equity grants in 2019 versus 2018.  Other general and administrative costs remained about the same year to year.  


Other Expenses


In addition to operating expenses, we incurred interest expenses of $5,772 and $8,314 during the three months ended March 31, 2019 and 2018, respectively.  The nominal decrease in interest expense during the period ended March 31, 2019 is primarily attributable to the conversion of several convertible debentures and the repayment of a note at the beginning of the period.    


Net Loss


We incurred a net loss of $900,900 and $1,354,164 for three-months ended March 31, 2019 and 2018, respectively.      

 

Liquidity and Capital Resources


Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.


To date we have financed our operations through sales of common stock and the issuance of debt.


The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing and generating profitable operations from the Companys future operations. The Company has, with over $675,000 of cash, sufficient funds to cover its overhead and operating expenses for the coming months.  


Working Capital

 

 

 

 

 

Percentage

 

March 31,

 

December 31,

 

Increase

 

2019

 

2018

 

(Decrease)

Current Assets

$

1,056,317 

 

$

1,621,392

 

(34.9)%

Current Liabilities

$

1,257,273 

 

$

1,555,390

 

(19.2)%

Working Capital Surplus (Deficit)

$

(200,956)

 

$

66,002

 

(404.5)%

 

At March 31, 2019, our cash balance was $684,795 compared to $1,457,761 at December 31, 2018.  The decrease in cash is attributed to proceeds of $120,000 from the private sale of shares of common stock, all of which were used to pay operating expenses, and payments of accounts payable and accrued but unpaid interest, and a related party note of $278,000.

 

F-16

 

At March 31, 2019, we had total current liabilities of $1,257,273, compared with total current liabilities of $1,555,390 at December 31, 2018.  The decrease in total liabilities is attributed to a decrease in accounts payable and accrued liabilities of $112,174, and repayment of a note totaling $278,000, offset by an increase in accrued officers and directors compensation of $103,073.  

 

At March 31, 2019, we had a working capital deficit of $200,956 compared with a working capital surplus of $66,002 at December 31, 2018.  The decrease in working capital is primarily due to an increase in our selling, general, and administrative expenses, an increase in prepaid expenses and decreases in accrued interest, accounts payable and accrued expenses, and notes payable offset with cash obtained from proceeds of common stock sales.




Cash Flows


 

For the three Months Ended

 

Percentage

 

March 31,

 

March 31,

 

Increase

 

2019

 

2018

 

(Decrease)

Cash Used in Operating Activities

$

(614,966)

 

$

(486,437)

 

(26.4)%

Cash Used in Investing Activities

 

 

-%

Cash (Used) Provided by Financing Activities

(158,000)

 

385,355 

 

(141.1)%

Net Decrease in Cash

$

(772,966)

 

$

(101,082)

 

(764.7)%




Cash flow from Operating Activities


During the three-months ended March 31, 2019, we used $614,966 of cash in operating activities compared to the use of $486,437 of cash for operating activities during the period ended March 31, 2018.  The increase in the use of cash for operating activities was mainly attributed to our net loss of $900,900 offset mainly by common stock issued for services of $225,000, common stock issued for compensation of $254,167, and accrued officer and directors compensation of $103,073, and decreases in accounts payable of $112,174 and prepaid expenses of $189,141.


 

Cash flow from Investing Activities


During the three-months ended March 31, 2019, we used $0 in investing activities.



Cash flow from Financing Activities

 

During the three-months ended March 31, 2019 and 2018, we (used) received net proceeds of $(158,000) and $385,355, respectively from financing activities.  The proceeds from financing activities for the period ended March 31, 2019 are attributed to $120,000 from the issuance of unregistered shares of common stock, offset by the payment of a note of $278,000.  For the period ended March 31, 2018, the proceeds from financing activities are attributed to $385,355 from the issuance of unregistered shares of common stock.



Going Concern

 

As of March 31, 2019, the Company had cash on hand of $684,795 which management believes is sufficient to support the next twelve (12) months of operations with additional cash to be raised from investors.  Therefore, the accompanying unaudited consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


17



Off-Balance Sheet Arrangements 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

Future Financings

 

We intend to continue to rely on private sales of our shares of common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

 

Critical Accounting Policies

 

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Our significant accounting policies are more fully described in Note 3 to our unaudited consolidated financial statements included in this Quarterly Report.

Recently Issued Accounting Pronouncements

 

Our significant accounting policies are more fully described in Note 3 to our unaudited consolidated financial statements included in this Quarterly Report.


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of March 31, 2019 and December 31, 2018.

Inflation

We do not believe that inflation has had a material effect on our Companys results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.



18

Item 4. Controls and Procedures.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.


Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2019 the Company continued to strengthen and improve its internal control over financial reporting.  Additional personnel have been added with backgrounds in accounting and administration.  No other changes in our internal control over financial reporting occurred during the three-months ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 1A. Risk Factors.

Not Applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


·

On February 1, 2019, the Company issued 250,000 shares of common stock at a price of $1.50 per share to a consultant for services to be rendered throughout the course of the year.  The Company recorded $187,500 as prepaid consulting expense and $37,500 as consulting expense.


·

On February 4, 2019, the Company issued 20,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $30,000.


·

On February 11, 2019, the Company issued 30,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $45,000.


·

On March 12, 2019, the Company issued 30,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $45,000.


·

On April 1, 2019, the Company issued 39,996 shares of common stock at a price of $0.60 per share to a consultant for services completed in 2018 and recorded as stock to be issued in the amount of $23,998.

·    On April 1, 2019, the Company issued 13,332 shares of common stock at a price of $0.90 per share to a consultant for services totaling $11,999.


·

On April 2, 2019, the Company issued 20,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $30,000.


·

On April 3, 2019, the Company issued 40,000 shares of common stock at a price of $1.25 per share to an accredited investor in consideration of a cash investment of $50,000

 

 

19

 


 

·

On April 3, 2019, the Company issued 40,000 shares of common stock at a price of $1.25 per share to an accredited investor in consideration of a cash investment of $50,000


·

On April 3, 2019, the Company issued 8,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $12,000.


·

On April 3, 2019, the Company issued 40,000 shares of common stock at a price of $1.25 per share to an accredited investor in consideration of a cash investment of $50,000


·

On April 4, 2019, the Company issued 40,000 shares of common stock at a price of $1.25 per share to an accredited investor in consideration of a cash investment of $50,000


·

On April 4, 2019, the Company issued 20,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $30,000.


·

On April 4, 2019, the Company issued 16,667 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $25,000.


·

On April 8, 2019, the Company issued 20,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $30,000.


·

On April 8, 2019, the Company issued 26,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $39,000.


·

On April 8, 2019, the Company issued 40,000 shares of common stock at a price of $1.25 per share to an accredited investor in consideration of a cash investment of $50,000.


·

On April 18, 2019, the Company issued 33,333 shares of common stock at a price of $1.50 per share to an officer and director on conversion of accrued compensation in the amount of $50,000.


·

On April 29, 2019, the Company issued 20,000 shares of common stock at a price of $1.50 per share to an accredited investor in consideration of a cash investment of $30,000.


·

On April 30, 2019, the Company issued 40,000 shares of common stock at a price of $1.25 per share to an accredited investor in consideration of a cash investment of $50,000.


The foregoing unregistered shares of common stock of the Company were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, available under Section 4(a)(2) and/or Rule 504(b) of Regulation D promulgated thereunder due to the fact that there were no solicitation or advertisement and that such issuances did not involve a public offering of securities.  


Item 3. Defaults Upon Senior Securities

None.



20




Item 4. Mine Safety Disclosures

Not applicable.


Item 5. Other Information


Not applicable.


Item 6. Exhibits

 

ExhibitNo.

Description of Exhibit

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to Section 906 Certifications under Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer and Accounting pursuant to Section 906 Certifications under Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

4M CARBON FIBER CORP.


By:  /s/ Erwin Vahlsing, Jr.

Name: Erwin Vahlsing, Jr.

Title: Chief Financial Officer

(Principal Financial and Accounting Officer and officer authorized to sign on behalf of registrant)


Date:      May 20, 2019




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