reign sapphire corp (rgnp)

Washington, D. C. Securities and Exchange CommissionC. 20549FORM10-
K☒Annual Report submitted under Section 13 or 15 (d)
1934 Securities Trading Act☐Transition reports submitted under sections 13 or 15 (d)
1934 securities trading law of Huagui Sapphire Company20448647-2573116(
State or other jurisdiction registered or organized)(
Commission file number)(I. R. S.
Employer identity number)
9465 Wilshire Avenue, Beverly Hills, CA 90212213-457-
3772 if the registrant is a well, please check the mark
Well-known experienced issuers as defined in Rule 405 of the Securities Act.
Yes. ☐No. ☒If the registrant does not need to submit a report under Section 13 or Section 15, please pass the check mark (d)of the Act.
Yes. ☐No. ☒Check if the registrant (1)
All reports requested by Article 13 or 15 have been submitted (d)
Securities Trading Act for the first 12 months of 1934 (
Or a short period of time required for the registrant to submit such reports),and (2)
This filing requirement has been bound for the last 90 days.
Yes. ☒No. ☐Indicateby check whether the mark registrant has been submitted electronically and posted on its company website (if any), submitted and published in accordance with S-Regulation section 405thT (§232.
This Chapter 405)
In the past 12 months (
Or in such a short time that the registrant is required to submit and publish these documents).
Yes. ☒No. ☐If the declaration of arrears is disclosed under S-regulation 405th, please proceed with prosecution by check markK (§ 229.
This Chapter 405)
As far as the registrant is aware, it is not included here and will not be included in the final proxy or Information Statement, which is referenced by reference in part 3 of this form 10.
K or any amendments to this form 10K.
☐Big speed filer☐Speed up filer☐Non
Speed up filer☐Small Reporting Company☒(
Do not check if there are smaller reporting companies)
Emerging growth companies☐Check whether the registrant is a shell company (
Defined in Rule 12b-
2 parts of the transaction law).
Yes. ☐No. ☒Part 1 of IItem.
Project 1A.
Risk factor 9 item 1B.
Unresolved staff opinion item 9 2.
Project 3.
Article 10 The fourth legal procedure.
Information disclosure of coal mine safety.
Market item 10 of the registrant\'s common stock, related shareholder matters and the issuer\'s repurchase of equity securities.
Selected 11 Financial Data 7.
Management Discussion and Analysis of the financial status and results of the operating project 7A.
Quantitative and qualitative disclosure of market risks
31 financial statements and supplementary data 9.
Changes in accounting and financial disclosure and disagreement with accountants 31 items 9 accounting and procedures 32 item 9 Disturbing information 33 Part 3 item 10.
Project 11 directors, executive officers and corporate governance.
Item 12 of administrative compensation 37.
Secured ownership of certain beneficial owners and management and related shareholders.
Certain relationships and related transactions, as well as 45 independent 14 of directors.
Major accounting fees and services
Exhibit, schedule 46 of the financial statements \"rule\" means the ruling of Sapphire Company by Delaware company;
\"CCI\" refers to the coordinate collection company
\"Commission\" means the Securities and Exchange Commission;
The trading Act refers to the Securities Trading Act of 1934, as amended;
The Securities Law refers to the revised Securities Law of 1933.
Custom jewelry, engraved with the coordinates of the location to commemorate the special moments of life through the coordinate collection. CCIReign,(
See \"we have four niche brands after the acquisition of CCI\'s assets: heavy Sapphire: ethical production, source --to-
Consumer sapphire jewelry with millennial goals, coordinate series: custom jewelry, engraved with location coordinates to commemorate special moments of life, LeBloc: Classic custom jewelry and sports jewelry brand ION series.
Gem forming, cutting and processing of our ruling sapphire products: our contract gem design team cut, formed and processed rough sapphire materials into gems.
Jewelry Manufacturing: We outsource manufacturing to quality suppliers.
Packaging: each piece of jewelry is accompanied by a high-quality and durable jewelry box, gift bag, authenticity certificate and warranty certificate.
Our ruling Sapphire product features rough sapphire obtained from commercial miners in New South Wales, Australia and processed by us.
We do not have an exclusive supplier but some commercial miners in the area have been providing operational services to the companyof-
I have been mining materials for years.
Single \"self-purchase\" marriage (
Engagement/wedding/kids-Push Present)Retired (Gift Giver)18-
Arrival of 25 years old/First job 25-
Career Development/children
Family/Career Development (self-purchaser)45-55 self-
Implementation/Empty Nest (
Gifts for yourself and others)Friends (word-of-mouth)Celebrities (aspirational)
Blog/online platform (Trusted Network)Media (
Third party endorsement)
Peers in business sondecember 2016, basically all operating assets of Coordinates Collection, Inc. (“CCI”)
Acquired by Sumu group (
\"We\", \"rule \").
We\'re in the Beverly Hills area. based, direct-to-
Consumer, brand and custom jewelry companies.
As part of the acquisition, we have created a wholly owned subsidiary, Reign Brands, Inc. (“Reign Brands”)
It is a Delaware company and an operating entity for the acquisition of CCI assets.
The accounting acquisition method is used to record the assets and liabilities we have acquired.
Such accounting usually results in an increase in amortization and depreciation reported in the future period.
CCI\'s fixed assets and identifiable intangible assets are recorded on the basis of the estimated fair value as of the acquisition deadline.
Part of the purchase price exceeding the value of the acquired net assets is recorded as goodwill.
Hilton Reignis-based, direct-to-
Consumer, brand and custom jewelry company with 4 niche brands: Reign Sapphire: ethical production, source-to-
For millennials, Le Bloc: Consumer sapphire jewelry for classic custom jewelry and sports jewelry brand IONCollection.
On February 2018, the company signed a securities purchase agreement (
\"Purchase Agreement \")
About the sale and issuance of Cross Capital Fund II, LLC (“Crossover”)totaling (i)
833,332 shares of common stock of the company (
\"Promised Shares \"); (ii)
3,000,000 shares redeemable (
Redeemable Shares),(iii)
The principal amount of Convertible Promissory Notes is $294,000 (
\"Convertible Notes \")and (iv)
Common stock purchase warrants purchase of a total of 1,960,000 shares of the Company\'s common stock (the “Warrants”)
Total net cash was $250,000.
Convertible notes dated February 2018 and March 31, 2019 were due, as amended, and provides for interest to accumulate at an interest rate equal to 18% per year or at a maximum rate permitted by applicable law after any default event specified in the convertible note occurs.
At any time after 180 days from the date of issue, the holder may choose to convert the outstanding principal balance and accrued interest into shares of the Company\'s common stock.
The initial conversion price of the principal and interest voluntarily converted by the convertible note holder is $0.
08/shares, depending on the adjustment stipulated in them.
There\'s an alsoa-
10% time interest will be charged upon expiration.
If the convertible note is Prepaid before the due date or due date, all redeemable shares shall be returned to the company\'s treasury bonds without the company paying any amount of redeemable shares.
In addition, if the company has prepared a part of the convertible note before the due date or the due date, rather than the entire convertible note, the prorated portion of the redeemed asset shall be returned to the company\'s finance department in proportion to the advance payment amount related to the balance of the entire converted asset.
The exercise price of warrants is $0.
15. if there is any adjustment, it can be exercised within five years after the date of the warrants and exercised on the 30 th of 2017. we signed a loan agreement to guarantee the promissory note (“Note”)
And personal guarantees provided by certain institutional investors for $1,125,000 in debt.
It was not until December 31, 2018 that we were able to ask for up to quarterly advances (i)$250,000 or (ii)one sixth (1/6)
Income reported in Table 10-Q or 10-
K last calendar quarter or previous fiscal year, subject to the most recent, provided that such income generates a profit of at least 10% (10%).
Investors can make their own decisions to advance funds.
In June 2017, the company received an advance payment of $125,005.
The note shall be payable 18 months from the date of each advance.
We must pay investors $350 per working day from the date of the first advance payment, including 10% interest per year, which should be increased proportionally after each advance payment.
Under the security agreement of December 23, 2015, the notes are secured by our assets.
In addition, our CEO has personally assured this report.
As an additional consideration for the loan, investors received a total of 1,500,000 restricted ordinary shares worth $105,000.
As at December 31, 2018, the balance payable at a net debt discount of $27,750 was $103,770 and $880,000 was available on that date.
AndNote was signed on the basis of an oral acceptance waiver for payment of interest in a commercial transaction known as \"heter iska.
Interest is still accounted for according to GAAP.
On February 2018 and 14, the Company entered into a securities purchase agreement with respect to the sale and issuance of cross-Capital Fund II, LLC (i)
833,332 shares of common stock of the company; (ii)
3,000,000 shares of redeemable shares ,(iii)
The principal amount of Convertible Promissory Notes is $294,000 ,(iv)
Common stock purchase warrants to purchase 1,960,000 shares of the Company\'s common stock at a net total consideration of $250,000 in cash.
In 2017, the company signed an agreement and Bill with certain institutional investors for up to $1,125,000 in debt.
In March 2018, as an additional consideration for loans, investors received a total of 600,000 restricted ordinary shares worth $55,500.
Operating Plan operating results liquidity and capital resources capital expenditure key accounting policies of continuous concern
Balance sheet arrangement initiate our B2B marketing and sales work by using distribution partners and high profits
Fashion retailers.
Expanding our D2C marketing and sales efforts by using social media, Internet marketing, print advertising, promotions and logo capital, before our operations generate positive cash flow, funding for administrative infrastructure and ongoing operations.
Sign a contract or contract with the customer.
Determination of the performance of obligations in the contract.
Determination of transaction price.
When we perform our performance obligations, assign the transaction price to the performance obligations in the contract.
Year ended December 31, 2018 compared to year ended December 31, 2017-continued operations the following discussion compares our annual operating results as of December 31, 2018 and 2017.
The results of operations for the period shown in our audited consolidated financial statements do not necessarily indicate the results of operations for the entire period.
Management believes that audited consolidated financial statements confirm all adjustments that are normally recurring and are considered necessary to fairly state our financial position, operating results and cash flow for the period presented
Netrevenes reduced $10,086, or 26.
2%, from $28,348 as at December 31, 2018 to $38,434 as at December 31, 2017.
The decrease in revenue was mainly due to a decrease in wholesale revenues of $12,235, or 100% per cent, and retail revenue increased from $12,235 to $0 for the year ended December 31, 2018, up $2,149 or 8 per cent.
2%, for the year ended December 31, 2018, $28,348, compared to $26,199 for the year ended December 31, 2017, mainly due to a decrease in the number of customers purchasing our products, mainly due to our reduced marketing costs
Sales costs fell by $11,719, or 54.
7%, from $9,712 as at December 31, 2018 to $21,431 as at December 31, 2017.
The decline in sales costs is mainly due to the decrease in revenue, partially offset by the reduction in product costs.
The proportion of sales costs to income is 34. 2% and 55.
8% led to a gross profit margin of 65. 7% and 44.
The year ended December 31, 2018 was 2% and 2017 respectively, mainly due to lower product costs.
Operating expenses fell by $1,021,984, down 50.
0%, for the year ended 1,023,339, it was US $ December 31, 2018, compared to US $2,045,323 for the year ended 2017, mainly due to a reduction of US $804,592 in stock compensation, marketing costs of US $28,585 and compensation costs of US $158,291, $58,434 for rent, $46,919 for consultation, $5,022 for general and administrative expenses, primarily depreciated and amortized costs increased by $11,594, travel expenses of $9,631, investor relations costs of $1,762, and professional costs of $56,872 offset as we restructured the administrative infrastructure, primarily marketing costs, and readjust our marketing plan to promote sales growth.
For the year ended December 31, 2018, our marketing costs were $45,949, stock compensation was $114,978, and general and administrative costs were $862,412, mainly due to compensation costs of $244,641 for consulting costs of $13,030, travel costs $53,918, rent $33,245, professional costs $158,524, depreciation amortization costs $247,386, investor relations costs $83,285 due to restructuring our administrative infrastructure, general and administrative costs are $28,383 as we re-focus our marketing plan to generate the expected
For the year ended December 31, 2017, our marketing costs were $74,534, stock compensation was $919,570, and general and administrative costs were $1,051,219, mainly due to compensation costs of $402,932 for consulting costs of $59,949, travel costs $44,287, rent $91,679, professional costs $101,652, depreciation amortization costs $235,792, investor relations costs $81,523 due to restructuring our administrative infrastructure, general and administrative costs are $33,405 as we re-focus our marketing plan to generate the expectedOther(Income)
Total expense expenditure for the year ended December 31, 2018 was $1,299,774, mainly due to interest expenditure of $352,837, plus debt discounts, long-term impairment
Fixed-term assets of $942,736 and debt settlement of $535,039 were partially offset by changes in the fair value of derivative liabilities of $530,838, totaling $1,816,177 compared to other expenses for the year ended December 31, 2017, mainly due to interest expenditure of US $790,841 and debt discount, the fair value of warrants and liabilities changed by US $181,896, warrants and their derivatives changed by US $238,935, and debts were paid by US $691,371, the changes in the fair value of derivative liabilities were partially offset by $86,856.
Net loss before income tax and net loss of discontinued operations for the year ended December 31, 2018 totaled $2,304,477, mainly due to $28,348, and (
Increase/decrease)
In compensation costs, stock compensation, professional fees, marketing costs, investor relationship costs, impairment costs, compared to the annual loss of $3,845,297 as at December 31, 2017, general and administrative expenses are mainly due to income of $38,434 and (
Increase/decrease)
In terms of compensation costs, stock compensation, professional fees, marketing costs, investor relationship costs, and general and administrative costs.
Assets and liabilities amounted to $862,049 as at December 31, 2018.
The assets mainly include $7,497 in cash, current assets for discontinued business and $2,096 for sale, $723,595 in inventory, which includes $62,977 in sample inventory, $15,530 in equipment, and $113,331 in intangible assets (
Net impairment of $942,736).
Liabilities amounted to $4,577,291 as at December 31, 2018.
Liabilities that mainly include accrued remuneration-
Associated party $1,239,750, associated party $1,246,805, accounts payable of $22,710, current liabilities for cessation of operations and assets sold of $162,978, and other current liabilities of $69,774, the net unamortized debt discount is $103,770, the net unamortized debt discount is $27,750, the convertible note is $1,731,504, and the net unamortized debt discount is $0.
Impairment costs as at December 31, 2018 and 942,736 were $2017 and $0, respectively, as the company determined that the cash flow from CCI might not be realized.
Coordinate collection-stop operations the following discussion compares the results of our operations as of December 31, 2018 and 2017.
The results of operations for the period shown in our audited consolidated financial statements do not necessarily indicate the results of operations for the entire period.
Management believes that audited consolidated financial statements confirm all adjustments that are normally recurring and are considered necessary to fairly state our financial position, operating results and cash flow for the period presented
Netrevenes reduced $586,602, or 47.
1%, for the year ended 659,142, it was $ December 31, 2018, compared to $1,245,744 for the year ended 2017.
The main reason for the decrease in revenue is the decrease in retail revenue by $439,883 or 42.
5%, to $595, $1,035,049 for the year ended December 31, 2018, $146,719 for the year ended December 31, 2017, and $69 for wholesale revenue.
6%, for the year ended December 31, 2018, it was $63,976, compared to $210,695 for the year ended December 31, 2017, mainly due to a decrease in the number of customers purchasing our products, the main reason is that we have reduced our marketing costs and as we continue to focus on the retail market, the discount on purchases will increase as well.
Sales costs fell by $263,794, down 53.
7%, from $227,157 as at December 31, 2018 to $490,951 as at December 31, 2017.
The decline in sales costs is mainly due to the decrease in revenue, partially offset by the reduction in product costs.
The proportion of sales costs to income is 34. 5% and 39.
4% led to a gross profit margin of 65. 5% and 60.
The year ended December 31, 2018 was 6% and 2017 respectively, mainly due to lower product costs.
Operating expenses fell by $413,778, down 35.
6%, for the year ended 746,982, it was US $ December 31, 2018, compared to US $1,160,760 for the year ended 2017, mainly due to a reduction of US $248,250 in stock compensation, marketing costs of US $141,248 and compensation costs of US $9,246, $1,000 for rent, $5,243 for travel, $28,729 for consultation and $1,685 for professional expenses, partially offset by restructuring our administrative infrastructure, major marketing costs, and the general and administrative costs of realigning the marketing plan to boost sales growth by $21,623.
At the end of December 31, 2018, happy year, our marketing expenses are $317,666 and general management expenses are $429,316 primarilydue compensation expenses are $320,995, consultation expenses are $3,286, travel expenses are $7,963, and rent is $7,000, the $11,778 professional fee due to the restructuring of our administrative infrastructure, our general and administrative costs were $78,294 as we refocused our marketing plan to achieve the expected sales growth.
For the year ended December 31, 2017, our marketing costs were $458,914, stock compensation was $248,250, and general and administrative costs were $453,596, mainly due to compensation costs of $330,241 for consulting costs of $32,015, travel costs $13,206, rent $8,000, professional costs $13,463, due to the re-organization of our administrative infrastructure, the re-adjustment of our marketing plan to generate the expected sales growth, general and administrative costs are $56,671.
For the year ended December 31, 2018, the net loss of discontinued operations totalled $314,997, mainly due to revenue of $659,142 ,(
Increase/decrease)
In comparison with compensation costs, stock compensation, professional fees, marketing costs, investor relationship costs, impairment costs, and loss of $405,967 in discontinued business for the year ended December 31, 2017, general and administrative expenses are mainly due to income of $1,245,744 and (
Increase/decrease)
In terms of compensation costs, stock compensation, professional fees, marketing costs, investor relationship costs, and general and administrative costs.
As at December 31, 2018, assets and liabilities for discontinued operations current assets and assets for sale amounted to $2,096.
The current assets that have been discontinued and the assets sold mainly include accounts receivable of $2,096.
The current liability for deferred income is $21,977, or the estimated fair value of payments is $137,007, while the other current liabilities are $3,994.
On February 2018, the company signed a securities purchase agreement (
\"Purchase Agreement \")
About the sale and issuance of Cross Capital Fund II, LLC (“Crossover”)totaling (i)
833,332 shares of common stock of the company (
\"Promised Shares \"); (ii)
3,000,000 shares redeemable (
Redeemable Shares),(iii)
The principal amount of Convertible Promissory Notes is $294,000 (
\"Convertible Notes \")and (iv)
Common stock purchase warrants purchase of a total of 1,960,000 shares of the Company\'s common stock (the “Warrants”)
Total net cash was $250,000.
Convertible notes dated February 2018 and March 31, 2019 were due, as amended, and provides for interest to accumulate at an interest rate equal to 18% per year or at a maximum rate permitted by applicable law after any default event specified in the convertible note occurs.
At any time after 180 days from the date of issue, the holder may choose to convert the outstanding principal balance and accrued interest into shares of the Company\'s common stock.
The initial conversion price of the principal and interest voluntarily converted by the convertible note holder is $0.
08/shares, depending on the adjustment stipulated in them.
There\'s an alsoa-
10% time interest will be charged upon expiration.
If the convertible note is Prepaid before the due date or due date, all redeemable shares shall be returned to the company\'s treasury bonds without the company paying any amount of redeemable shares.
In addition, if the company has prepared a part of the convertible note before the due date or the due date, rather than the entire convertible note, the prorated portion of the redeemed asset shall be returned to the company\'s finance department in proportion to the advance payment amount related to the balance of the entire converted asset.
The exercise price of warrants is $0.
15. if there is any adjustment, it can be exercised within five years after the date of the warrants and exercised on the 30 th of 2017. we signed a loan agreement to guarantee the promissory note (“Note”)
And personal guarantees provided by certain institutional investors for $1,125,000 in debt.
Until December 31, 2018, we have the ability to ask for up to quarterly advances (i)$250,000 or (ii)one sixth (1/6)
Income reported in Table 10-Q or 10-
K last calendar quarter or previous fiscal year, subject to the most recent, provided that such income generates a profit of at least 10% (10%).
Investors can make their own decisions to advance funds.
In June 2017, the company received an advance payment of $125,005.
The note shall be payable 18 months from the date of each advance.
We must pay investors $350 per working day from the date of the first advance payment, including 10% interest per year, which should be increased proportionally after each advance payment.
Under the security agreement of December 23, 2015, the notes are secured by our assets.
In addition, our CEO has personally assured this report.
As an additional consideration for the loan, investors received a total of 1,500,000 restricted ordinary shares worth $105,000.
As at December 31, 2018, the balance payable at a net debt discount of $27,750 was $103,770 and $880,000 was available on that date.
AndNote was signed on the basis of an oral acceptance waiver for payment of interest in a commercial transaction known as \"heter iska.
Interest is still accounted for according to GAAP.
On February 2018 and 14, the Company entered into a securities purchase agreement with respect to the sale and issuance of cross-Capital Fund II, LLC (i)
833,332 shares of common stock of the company; (ii)
3,000,000 shares of redeemable shares ,(iii)
The principal amount of Convertible Promissory Notes is $294,000 ,(iv)
Common stock purchase warrants to purchase 1,960,000 shares of the Company\'s common stock at a net total consideration of $250,000 in cash.
In 2017, the company signed an agreement and Bill with certain institutional investors for up to $1,125,000 in debt.
In March 2018, as an additional consideration for loans, investors received a total of 600,000 restricted ordinary shares worth $55,500.
In 2018, the company used accounting standards to code ASC 606 (“ASC 606”)
, The income from signing contracts with customers, the use of modified traceability methods for all contracts that have not been completed as of the date of adoption.
The results of the reporting period starting from January 1, 2018 are listed under ASC 606, while the amount of the previous period has not been adjusted and continues to follow the accounting report under ASC 605 revenue recognition.
Due to the adoption of as606, the amount reported under ASC 606 has no significant difference from the amount reported under the ASC 605 Pre-Income guide, so no cumulative adjustment of retained earnings has been made.
All the revenue of the company comes from the contract with the customer.
When we fulfill our performance obligations, the company confirms revenue by transferring control of the promised services to the customer, and the amount reflects the consideration we expect to receive in exchange for these services.
The Company determines the income confirmation through the following steps: 1.
Identification of contract or contract with customer. 2.
Determination of the performance of obligations in the contract. 3.
Determination of transaction price. 4.
Assign the transaction price to performance obligation 5 in the contract.
Revenue is recognized when we meet our performance obligations.
At the beginning of the contract, the company assessed the services promised in the contract we signed with the customer and determined the fulfillment obligation of each commitment, that is, the transfer of services to the customer (
Or bundled services)
This is different.
In order to determine the performance of the obligations, the company considers all services promised in the contract, whether they are expressly stated or implied by customary business practices.
The company assigns the entire transaction price to a single fulfillment obligation.
The description of our main revenue generating activities is as follows: Retail-The company provides consumer goods through its online website.
In the years to December 31, 2018 and 2017, the company\'s retail sales were $623,514 and $1,061,248, respectively.
Esesales-the company provides distributors with products sold in bulk.
As of December 31, 2018 and 2017, the company\'s wholesale sales were $63,976 and $222,930, respectively.
When products are shipped to customers, revenue is recognized from retail and wholesale sales, provided that the collection of results receivable is reasonably guaranteed.
According to the credit evaluation, wholesale sales usually get credit within 7 to 90 days.
No allowance was provided for accounts that could not be recovered.
The management has assessed the receivables and believes that they are collected on the basis of the nature of the receivables, the historical experience of the loss of credit, and all other available evidence.
The discount is recorded as a reduction in the transaction price.
Revenue does not include any amount charged on behalf of third parties, including sales tax.
The Company evaluates whether it is appropriate to record the total sales of the product and the associated costs, or whether it is appropriate to record the net amount of commission earned.
In general, when a company has a primary obligation in the transaction, is at risk of inventory, has the discretion to determine the price and choose the supplier, or there are several but not all of these indicators, revenue is recorded at the sales price.
If we do not have a primary obligation and do not have an attitude in determining the price, the company usually records the net amount as the commission earned.
The company records all revenue transactions at the total sales price.
No return policy.
The return policy is currently being evaluated to be more in line with industry standards.
On February 2018, the Company entered into a securities purchase agreement with respect to the sale and issuance of Cross Capital Fund II, LLC (“Crossover”)totaling (i)
833,332 shares of common stock of the company; (ii)
3,000,000 shares of redeemable shares ,(iii)
The principal amount of Convertible Promissory Notes is $294,000 ,(iv)
The total amount of common stock purchase margin of the Company\'s common stock is as high as 1,960,000 shares, totaling $255 in cash.
The revised January and February 2018 convertible bonds expired on March 31, 2019, respectively, and provides for interest to accumulate at an interest rate equal to 18% per year or the maximum interest rate permitted by applicable law after any default event specified in the note occurs.
If the note is Prepaid before the due date or due date, all redeemed shares shall be returned to the company\'s treasury shares without the company paying any money to redeem the shares.
In addition, if the company advances a portion of the Notes on or before the due date, but does not advance the entire bill, the proportion of redeemable shares shall be returned to the company\'s Ministry of Finance in proportion to the advance payment amount related to the balance of the entire bill.
And one more --
10% time interest will be charged upon expiration.
On 2017, we signed a loan agreement, a guaranteed promissory note (“Note”)
And personal guarantees provided by certain institutional investors for $1,125,000 in debt.
Until December 31, 2018, we have the ability to ask for up to quarterly advances (i)$250,000 or (ii)one sixth (1/6)
Income reported in Table 10-Q or 10-
K last calendar quarter or previous fiscal year, subject to the most recent, provided that such income generates a profit of at least 10% (10%).
Investors can make their own decisions to advance funds.
In June 2017, the company received an advance payment of $125,005.
The note shall be payable 18 months from the date of each advance.
We must pay investors $350 per working day from the date of the first advance payment, including 10% interest per year, which should be increased proportionally after each advance payment.
Under the security agreement of December 23, 2015, the notes are secured by our assets.
In addition, our CEO has personally assured this report.
As an additional consideration for the loan, investors received a total of 1,500,000 restricted ordinary shares worth $105,000.
As at December 31, 2018, the balance of notes payable was $27,750, the debt discount was $103,770, and $880,000 was on the notes.
AndNote was signed on the basis of an oral acceptance waiver for payment of interest in a commercial transaction known as \"heter iska.
Interest is still accounted for according to GAAP.
On December 31, December 31, a reserved interest or interest in an asset transferred to an unincorporated entity or similar arrangement as a credit;
Provide liquidity or market risk support for such assets to the entity;
An obligation under the contract, including or obligated, will be accounted for as a derivative;
The Oran obligation, including or obligated, arises from a variable interest in an unincorporated entity held and provides us with material if the entity provides financing, liquidity, provide us with market risk or credit risk support for leasing, hedging or R & D services.
However, President, Chief Executive Officer and Director of weNameAgeTitleJoseph segelman42 (“CEO”)
Secretary and Director of Chaya segelman39 at any time in the past three years, directors are employees of the company;
A family member of a director or director accepts any compensation from the company for more than $120,000 for 12 consecutive months within the first three years of the independent decision (
Including, among other things, compensation for the services of the board or board committee);
The family member of the director is the executive officer of the company, or at any time in the past three years, the executive officer of the company;
A director or family member of a director is a partner, controlling shareholder or executive officer of an entity established or received by the company, in any of the current or past three financial years, payments exceeding $ 5% or $200,000 of the combined gross income of the payee for the year, whichever is greater (
Restricted by certain exclusions);
A family member of a director or director is employed as an executive officer of the entity, and at any time in the past three years, any executive of the company has served on the remuneration committee of that other entity;
The family member of the director or director is the current partner of the company\'s external auditor, or at any time in the past three years, he is a partner or employee of the company\'s external auditor and works in the company\'s audit. 1.
Any bankruptcy application made by the person at the time of bankruptcy or within two years prior to bankruptcy or against any of his business as a general partner or executive officer; 2.
Convicted in criminal proceedings or subject to any conviction in pending criminal proceedings (
Except for traffic violations and other minor violations); 3.
Subject to any order, judgment or decree of any court of competent jurisdiction, it shall not be permanently or temporarily prohibited unless, suspend or otherwise restrict its participation in any type of business, securities or banking activity; or4.
Found by a court with jurisdiction (
In civil proceedings)
, The Commission or commodity futures trading commission violated the federal or state securities or commodity law and the judgment was not revoked, suspended or revoked. 5.
A court or committee having jurisdiction in a civil action finds that the person is in breach of any federal or state securities law and that the Commission\'s judgment in such civil action or in its findings has subsequently not been revoked, suspended or revoked; 6.
A court with jurisdiction in a civil action or Commodity Futures Trading Commission finds that the person is in breach of any federal commodity law, a judgment or determination made by the Commodity Futures Trading Commission in that civil action, subsequently, it has not been revoked, suspended or revoked; 7.
The person is the subject or party of any federal or state judicial or administrative order, judgment, decree or investigation, and subsequently has not been revoked, suspended or revoked in connection with the alleged violation of the following provisions :(i)
Any federal or state securities or commodity laws or regulations; or (ii)
Any laws or regulations concerning financial institutions or insurance companies, including, but not limited to, temporary or permanent injunctions, discharge or return orders, civil penalties or temporary or permanent suspension --and-
Order of cessation, order of removal or order of prohibition; or (iii)
Any laws or regulations prohibiting mail or wire transfer fraud or fraud related to any commercial entity; or8.
The person is the subject or party of any sanction or order, but has not subsequently revoked, suspended or revoked any self-sanction or order
Regulatory Authority (
As defined in section 3 (a)(26)
The trading act (15 U. S. C. 78 (ii)
3,000,000 shares redeemable (
Redeemable Shares),(iii)
The principal amount of Convertible Promissory Notes is $294,000 (
\"Convertible Notes \")and (iv)
Common stock purchase warrants purchase of a total of 1,960,000 shares of the Company\'s common stock (the “Warrants”)
Total cash was $250,000.
On February 2018 and 16, convertible notes expired, it is also stipulated that the interest shall be accumulated at an interest rate equivalent to 10% per year or the maximum interest rate permitted by applicable law after any default event specified in the convertible note.
At any time after 180 days from the date of issue, the holder may choose to convert the outstanding principal balance and accrued interest into shares of the Company\'s common stock.
The initial conversion price of the principal and interest voluntarily converted by the convertible note holder is $0.
08/shares, depending on the adjustment stipulated in them.
And one more --
10% time interest will be charged upon expiration.
If the convertible note is Prepaid before the due date or due date, all redeemable shares shall be returned to the company\'s treasury bonds without the company paying any amount of redeemable shares.
In addition, if the company has prepared a part of the convertible note on or before the due date, rather than the entire convertible note, the prorated portion of the redeemed asset shall be returned to the company\'s finance department in proportion to the advance payment amount related to the balance of the entire converted asset.
The exercise price of warrants is $0.
15. if there is an adjustment, it can be exercised within five years after the guarantee date. on February 2018, convertible bonds will convert the outstanding principal balance and accrued interest into shares of common stock of the company, convertible bonds in February 2018 and convertible bonds in February 2018
10% the time interest fee for the due date of the dueat amounts to $29,400, accrued in other current liabilities in the accompanying consolidated balance sheet.
January and February 2018 convertible note purchasers 5 Years 5 Years and February 2018 Convertible Notes are signed on the basis of an oral acceptance exemption for the payment of interest in commercial transactions,
Interest is still being calculated according to GAAP.
2017 change of fair value worth liabilitynovember 2017 notenovember 2016 notedecember 2015 notetotalwarrant liabilityderivative liabilitytotalnovember 2017 notenovember 2016 notedecember 2015 NoteTotal2017 business ofwarrant responsibility equitynovember 2017 notenovember 2016 halachically notedecember 2015 notetotalisbeing signed OF accept in was called \"heter an exemption for payment of interest in commercial transactions of iska.
Interest is still being calculated according to GAAP.
2017 variation of fair value warrants liabilities 2017 NoteNovember 2016 notes liabilities 2015 notes liabilities 2017 notes liabilities 2016 notes liabilities 2015 notes LIABILITIES Notes liabilities 1. 5 -
5 I am trading on the basis of an oral acceptance exemption for paying interest in a commercial transaction known as \"heter iska.
Interest is still being calculated according to GAAP.
2017 change of fair value worth liabilitynovember 2017 notenovember 2016 notedecember 2015 notetotalwarrant liabilityderivative liabilitytotalnovember 2017 notenovember 2016 notedecember 2015 NoteTotal2017 business ofwarrant responsibility equitynovember 2017 notenovember 2016 notedecember 2015 notetotalnotespayableonjune 30,2017 the company signed the loan agreement, A guaranteed promissory note (“Note”)
And personal guarantees for some institutional investors to fund $1,125,000 in debt.
The company has the ability to require a quarterly prepayment ceiling by December 31, 2018 (i)$250,000 or (ii)one sixth (1/6)
Income reported in Table 10-Q or 10-
K last calendar quarter or previous fiscal year, subject to the most recent, provided that such income generates a profit of at least 10% (10%).
Investors can make their own decisions to advance funds.
In June 2017, the company received an advance payment of $125,005.
The note shall be payable 18 months from the date of each advance.
The company must pay the investor $350 per working day from the date of the first advance payment, including 10% interest per year, which should be increased proportionally after each advance payment.
Under the security agreement of December 23, 2015, the note is secured by the company\'s assets.
In addition, the note was personally guaranteed by the company\'s sceo.
As an additional consideration for the loan, investors received a total of 1,500,000 restricted ordinary shares worth $105,000.
As at December 31, 2018, the balance of notes payable minus the debt discount of $27,750 was $103,770 and $880,000 was on the notes.
AndNote was signed on the basis of an oral acceptance waiver for payment of interest in a commercial transaction known as \"heter iska.
Interest is still being accounted for in accordance with accepted accounting principles.
Stock trading valued at $270,000, in February 2018 the company entered into a securities purchase agreement with respect to the sale and issuance of Cross Capital Fund II, LLCi)
833,332 shares of common stock of the company; (ii)
3,000,000 shares of redeemable shares ,(iii)
The principal amount of Convertible Promissory Notes is $294,000 ,(iv)
Common stock purchase warrants to purchase 1,960,000 shares of the Company\'s common stock at a net total consideration of $250,000 in cash.
In 2017, the company signed an agreement and Bill with certain institutional investors for up to $1,125,000 in debt.
As an additional consideration for the loan, investors received a total of 1,500,000 restricted ordinary shares worth $105,000.