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Re: Reptos post# 34773

Wednesday, 08/20/2014 11:50:28 AM

Wednesday, August 20, 2014 11:50:28 AM

Post# of 58021

RE:AFPW and SGLN I don't see any specific reference to either of these companies in the 10Q.If you do ,please post a link.A link specific to the 10Q as you claim. Thanks



Scroll down to section 11 on FFFC 10-Q.

11. Related party transactions:

Management and director fees:

For the three and six months ended June 30, 2014, the Company accrued expenses of $22,500 and $37,500, respectively, for Mr. Fong, the Company’s President and Chairman. Mr. Fong received $35,076 in cash payments for the six months ended June 30, 2014. In January 2014, the Company issued a convertible note to Mr. Fong in payment of $25,500 of accrued and unpaid fees. As of June 30, 2014, Mr. Fong is owed $2,424 for these services, included in accrued expenses on the balance sheet.

Preferred Stock:

On January 21, 2014, the Company issued 1,000 shares of Class C preferred stock to Mr. Fong. Mr. Fong obtained voting rights over the Company’s outstanding voting stock which provides him the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters. As a result, Mr. Fong will exercise majority control in determining the outcome of all corporate transactions or other matters, including the election of Directors, mergers, consolidations, the sale of all or substantially all of the Company’s assets, and also the power to prevent or cause a change in control.

Acquisition of Carbon Capture:

On May 25, 2012, the Company’s subsidiary ATD acquired Carbon Capture USA (“Carbon”) from Carbon Capture Corporation, a Colorado corporation ("CCC"). CCC is privately held by Mr. Henry Fong, a director of the Company and is the control person of CCC. Pursuant to the Agreement, ATD acquired from CCC all of the issued and outstanding common stock of Carbon in exchange for ninety million (90,000,000) newly issued unregistered shares of the Company’s common stock. During the year ended December 31, 2013, Carbon exchanged the 90,000,000 shares of common stock for 1,500,000 shares of Class B preferred stock. The Class B preferred stock automatically converts to 90,000,000 shares of common stock whenever there are sufficient shares of common stock to allow for the conversion. Pursuant to the terms and conditions of the preferred stock, the Company determined there were not any additional costs to be recognized.

Notes payable:

As disclosed in Note 6, the Company has issued notes payable to various related parties. The balances of December 31, 2013 and June 30, 2014, and the activity for the six months ended June 30, 2014 follows:

Noteholder Balance
1/1/14 Additions Payments Balance
6/30/14
Gulfstream Financial Partners (1) $ 1,750 $ — $ 1,750 $ —
HPI Partners (1) 144,725 — 30,000 114,725
AFPW (1) 6,953 — 6,953 —
Henry Fong (1) 2,088 5,000 7,088 —
HF Services (1) 4,150 — — 4,150
SurgLine Int’l (1) 10,672 — — 10,672
Total $ 170,338 $ 5,000 $ 45,791 $ 129,547

All of the notes are due on demand and have interest rates of 8% to 10% per annum.

(1) Mr. Henry Fong, an officer and director of the Company, is also an officer, director or control person of these entities.


http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10162846

LMAO!

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