millions of shares been sold or dist for .01 read inside
millions and millions of shares is been given for a penny and now they are all selling
Sugarmade, Inc. and Subsidiary
Notes to Unaudited Condensed Consolidated Financial Statements
9. Production line of credit
As part of our agreement with SCPC for a production line of credit, SCPC has provided our Company with access to a portion of the overall credit line to allow us to purchase product for inventory purposes, without the need for customer purchase orders as a requirement to order product from its contract manufacturer. This portion production line of credit was initially set at $300,000, bear interest at 5% interest per quarter and a 4% usage charge, and require payment 30 days after receipt of funds from our customer. As of September 30, 2014 and June 30, 2014, the balances of production line of credit were $0 and 324,000 respectively. The ability to borrow on the facility had been cancelled in the three months ended September 30, 2014 due to minimal activity. There was no interest expense for the production line of credit for the three months ended September 30, 2014 and September 30, 2013.
10. Debt settlement
During the quarter ended September 30, 2014, the Company resolved a debt of $105,753 with the issuance of 1,057,534 at fair market value of $105,753 and incurred loss in settlement of $634,520 restricted common shares, the shares was not issued until December 19, 2014.
During the quarter ended September 30, the Company resolved a debt of $26,000 with the issuance of 520,000 at fair market value of $62,400 and incurred loss in settlement of $36,400 restricted common shares, the share was not issued until December 19, 2014.
11. Related party transactions
On July 17, 2014, the Company sold 4,500,000 shares of restricted common stock to an accredited investor for $50,000 pursuant to an exemption from registration relying on Section 4(a)(2) and Rule 506b?of Regulation D, under the Securities Act of 1933, as amended. The purchasing entity was LMK CAPITAL LLC, DBA PREMIER PAPER & PLASTIC INTER NATIONAL (“LMK”), a Company in which our CEO, Jimmy Chan, is a consultant.
On August 7, 2014, the Company lent funds in the amount of $135,000 to SWC Group, a company under common control that would later be acquired by Sugarmade Inc., to aid in debt restructuring.
On August 7, 2014, the Company issued 900,000 shares of restricted common stock to settle all debt with debtor at fair market value of 630,000 and incurred loss in settlement of 377,294, pursuant to an exemption from registration relying on Section 4(a)(2) and Rule 506b?of Regulation D, under the Securities Act of 1933, as amended.
On August 7, 2014, the Company issued 2,500,000 shares of restricted common stock to an accredited investor for their services pursuant to an exemption from registration relying on Section 4(a)(2) and Rule 506b?of Regulation D, under the Securities Act of 1933, as amended.
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Sugarmade, Inc. and Subsidiary
Notes to Unaudited Condensed Consolidated Financial Statements
On August 7, 2014, the Company issued 2,840,000 shares of restricted common stock to settle balance owed on line of credit at fair market value of $1,988,000 and incurred loss in settlement of $1,714,000, pursuant to an exemption from registration relying on Section 4(a)(2) and Rule 506b?of Regulation D, under the Securities Act of 1933, as amended.
On August 7, 2014, the Company issued 1,113,918 shares of restricted common stock at fair market value of $779,743 to an accredited investor to settle debt and incurred loss in settlement of $668,351, pursuant to an exemption from registration relying on Section 4(a)(2) and Rule 506b?of Regulation D, under the Securities Act of 1933, as amended.
12. Common shares reserved for future issuances
The following table summarizes shares of our common stock reserved for future issuance at September 30, 2014:
Common shares to be issued under conversion feature 4,001,170
Common shares to be issued under $0.01 warrants 87,500
Common shares to be issued under $0.50 warrants 53,750
Total common shares reserved for future issuance 4,142,420
13. Commitments and contingencies
Outstanding annual lease amounts due under our lease agreement for our fiscal year ended June 30, 2014 for the 12 months is $39,000.
14. Subsequent events
On October 15, 2015, the Company sold 833,333 shares of restricted common stock to an accredited investor for $25,000 pursuant to an exemption from registration relying on Section 4(a)(2) and Rule 506b?of Regulation D, under the Securities Act of 1933, as amended.
On October 7, 2015, the Company sold 1,250,000 shares of restricted common stock to an accredited investor for $25,000 pursuant to an exemption from registration relying on Section 4(a)(2) and Rule 506b?of Regulation D, under the Securities Act of 1933, as amended.
On October 2, 2015, the Company sold 1,000,000 shares of restricted common stock to an accredited investor for $30,000 pursuant to an exemption from registration relying on Section 4(a)(2) and Rule 506b?of Regulation D, under the Securities Act of 1933, as amended.
On August 27, 2015, the Company sold 2,500,000 shares of restricted common stock to an accredited investor for $50,000 pursuant to an exemption from registration relying on Section 4(a)(2) and Rule 506b?of Regulation D, under the Securities Act of 1933, as amended.
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Sugarmade, Inc. and Subsidiary
Notes to Unaudited Condensed Consolidated Financial Statements
On July 22, 2015, the Company sold 2,500,000 shares of restricted common stock to an accredited investor for $50,000 pursuant to an exemption from registration relying on Section 4(a)(2) and Rule 506b?of Regulation D, under the Securities Act of 1933, as amended.
On July 20, 2015, the Company entered in a Memorandum of Understanding (MOU) to acquire Bao Coc International Paper and Plastic Company Limited a manufacture of high-grade post consumer paper products, including napkins, for the U.S. food industry. Under the terms of the non-binding MOU, the Company will acquire 100% of Bao Coc International Paper and Plastic Company Limited in exchange for a combination of cash, restricted common shares of the Company and a long-term profit sharing incentive to the management team of Bao Coc International Paper and Plastic Company Limited.
On July 14, 2015, the Company sold 1,666,667 shares of restricted common stock to an accredited investor for $50,000 pursuant to an exemption from registration relying on Section 4(a)(2) and Rule 506b?of Regulation D, under the Securities Act of 1933, as amended.
On July 1, 2015, the Company granted a consultant, Katherine Zuniga and/or K Marie Marketing, LLC, 3,000,000 restricted shares for marketing and sales related consulting services.
On July 1, 2015, the Company entered into a consulting agreement with Katherine Zuniga and/or K Marie Marketing, LLC, providing for compensation of 3,000,000 restricted shares for marketing and sales related services as of October 1, 2015 and 2,000,000 restricted shares services as of January 1, 2016.
On May 20, 2015, the Company announced the signing of a product supply and licensing agreement with FreeHand Trays, LLC of Golden Valley, MN. Under the terms of the agreement, the Company becomes a major distributor of the FreeHand ThumbTray, a unique food service and advertising product. The Company has begun marketing and manufacturing of the product.
On October 23, 2014, The Board approved a resolution reappointing directors to the Company’s Board and ratified the approval by the majority stockholders pointing directors by written consent in lieu of the meeting of shareholders.
On October 23, 2014, The Board received notification that the majority stockholders approved the appointing of directors by written consent in lieu of the meeting of shareholders. The following table sets forth the name, age, and current position of the directors elected by the Written Consent:
Name Age Position
Jimmy Chan 35 Chairman, CEO, CFO and Secretary
Waylon Huang 32 Director
Er Wang 28 Director
The appointments will become effective when the company files the required documents with the Secretary of State of the State of Delaware twenty (20) days after the Preliminary Definitive Information Statement is filed on Form 14-C with the U.S. Securities & Exchange Commission and mailed to Stockholders of Record. The Company is in process of preparing and filing Form 14-C.
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Sugarmade, Inc. and Subsidiary
Notes to Unaudited Condensed Consolidated Financial Statements
On July 30, 2015, the Company completed a series of transactions receiving proceeds of $2,000,000 for sales of Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). The offering was made pursuant to SEC Rule 506 Section 4(2), which provides exemption from registration for transactions, which are not public offerings. The funds received were used for general working capital purposes and to accelerate order deliveries to customers.
On July 30, 2015, the Company issued 500,000 of Serie B Convertible Preferred Stock for $500,000.
On April 1, 2015, the Company completed a series of transactions and amended its Articles of Incorporation creating a series of preferred stock of 10,000,000 shares, which shall be designated Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). Series B will not be eligible for dividends. Five years from the date of issue (the "Conversion Date"), assuming the Series B investor is approved for l-526 under the U.S Government’s EB-5 Investment Program, each Preferred Share will automatically convert into that number of Common Shares having a "fair market value" of the Initial Investment plus a five (5) percent annualized return on Initial Investment. Fair market value will be determined by averaging the closing sale price of a Common Share for the 40 trading days immediately preceding the date of conversion on the U.S. stock exchange on which Common Shares are publicly traded.
On February 25, 2015, the Company the Company sold 1,000,000 shares of restricted common stock to an accredited investor for $20,000 pursuant to an exemption from registration relying on Section 4(a)(2) and Rule 506b of Regulation D, under the Securities Act of 1933, as amended.
On February 20, 2015, the Company issued 500,000 of Serie B Convertible Preferred Stock for $500,000.
On February 20, 2015, the Company resolved a debt of $30,000 with the issuance of 1,000,000 restricted common shares. (These shares were issued to Brian Fang on 2/20/2015 for EB5 consulting for Li Yin Lin)
On January 23, 2015, the Company issued 500,000 of Serie B Convertible Preferred Stock for $500,000.
On January 23, 2015, the Company resolved a debt of $30,000 with the issuance of 1,000,000 restricted common shares.
On January 1, 2015, the Company granted a consultant, Katherine Zuniga and/or K Marie Marketing, LLC 2,000,000 restricted shares for marketing-related consulting services.
On December 5, 2014, the Company issued 500,000 of Serie B Convertible Preferred Stock for $500,000.
On December 5, 2014, the Company resolved a debt of $30,000 with the issuance of 1,000,000 restricted common shares. (These shares were issued to Nancy Kwong for EB5 consulting for Zheng zhao )
On October 28, 2014, the Company resolved a debt of $28,528 through the issuance of 570,556 restricted common shares.
On October 28, 2014, the Company resolved a debt of $13,274 through the issuance of 256,480 restricted common shares.
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Sugarmade, Inc. and Subsidiary
Notes to Unaudited Condensed Consolidated Financial Statements
On December 31, 2014, the Company elected Mr. Er Wang as Audit Committee Chair, to serve until his successor is duly elected and qualified. Mr. Wang will serve as the sole member of the Audit Committee until additional qualified Directors can be nominated and ratified for service on the Board and/or Audit Committee.
On December 31, 2014 the Company resolved a debt of $41,629 through the issuance of 1,040,731 shares of common stock, pursuant to the terms of a promissory note dated July 11, 2012 where the creditor provided $36,000 of financing to the Company.
On December 23, 2014, the Board approved the issuance of 10,492,460 shares as part of a management and employees retention stock award program.
On December 19, 2014, the Company resolved a debt of $30,000 with the issuance of 1,000,000 restricted common shares.
On November 11, 2014, the Company accepted the resignation of CEO and Director Clifton Leung from the position of CEO, a director, and from all other titles at the Company. Jimmy Chan who, is also a director and serves as chairman and secretary, has assumed the position of CEO.
On November 11, 2014, the Board approved the appointment of Er Wang to the Board of Directors. He comes to the Company with a diverse background across management consulting at a Big 4 accounting and audit firm, corporate finance at a major movie studio, and as a co-founder at a loyalty rewards startup. Mr. Wang graduated from the University of California Irvine with a Bachelor of Arts in Business Economics.
On October 28, 2014, the Company resolved debts related to former employees and/or contractors through the issuance of 4,841,901 restricted common shares. Shares were issued December 19, 2014.
On October 28, 2014, the Company converted $275,000 of short-term debt into 15,277,778 common shares. The holder of the debt was LMK CAPITAL LLC, DBA PREMIER PAPER & PLASTIC INTERNATIONAL (“LMK”), a Company in which our CEO, Jimmy Chan, is currently employed as an independent consultant.
On October 28, 2014, the Company converted $75,000 of short-term debt into 4,166,666 common shares. The holder of the debt was LMK CAPITAL LLC, DBA PREMIER PAPER & PLASTIC INTERNATIONAL (“LMK”), a Company in which our CEO, Jimmy Chan, is currently employed as an independent consultant.
On October 28, 2014, the Company converted $200,000 of short-term debt into 10,000,000 common shares.
Effective October 28, 2014, the Board of Directors of the Company executed the final Acquisition and Share Exchange Agreement (the “Share Exchange Agreement”) ratifying the Pending Acquisition. Under the terms of the Share Exchange Agreement the Company shall issue 71,000,000 shares 60 days after the effective date of this Share Exchange Agreement should CarryOutSupplies.com demonstrate revenues for the 3 month period ending September 30, 2014 did not fall below a level equal to 70% of the revenues for the 3 month period ending September 30, 2013. As of December 19, 2014, the Company issued 71,000,000 shares at fair value of $7,810,000.
As of October 8, 2014, the Company accepted the resignation of Jonathan Leong. The sole remaining director, Clifton Leung, then appointed two individuals to occupy the open seats on the board of directors, Jimmy Chan, as Chairman, and Waylon Huang. These two individuals will serve until their successors are duly elected and qualified.
On October 6, 2014, the Company accepted the resignation of Dennis Mandell, a director of the Company. Mr. Mandell also served as Chairman of the Board and as the sole member of the Company’s Audit Committee.
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Sugarmade, Inc. and Subsidiary
Notes to Unaudited Condensed Consolidated Financial Statements
15. Acquisition of SWC Group, Inc, dba CarryOutSupplies.com
On July 16, 2014 the Company entered into an agreement to acquire City of Industry, California based SWC Group, Inc., a California Corporation, which does business as CarryOutSupplies.com. CarryOutSupplies.com is a producer and wholesaler of custom printed and generic takeout supplies. CarryOutSupplies.com, which services more than 32,500 takeout establishments, restaurants and other food service operators, is headquartered at 167 N Sunset Ave, City of Industry, CA 91744, with two additional warehouse locations in Southern California. The acquisition closed on October 28, 2014. On this date the Board of Directors of the Company executed the final Acquisition and Share Exchange Agreement (the “Share Exchange Agreement”) ratifying the Pending Acquisition. Under the terms of the Share Exchange Agreement the Company will issue Thirty Five Million (35,000,000) common shares of the Company to the holders of CarryOutSupplies.com in exchange for all of the outstanding shares in CarryOutSupplies.com. The number of Company shares exchanged shall be modified to Forty Million (40,000,000) shares Thirty (30) days after the effective date of this Share Exchange Agreement should CarryOutSupplies.com demonstrate revenues for the three (3) month period ending June 30, 2014 did not fall below a level equal to 70% of the revenues for the three (3) month period ending June 30, 2013. The number of shares exchanged shall be modified to Seventy One Million (71,000,000) Seventy Five (75) days after the effective date of this Share Exchange Agreement should CarryOutSupplies.com demonstrate revenues for the three (3) month period ending September 30, 2014 did not fall below a level equal to 70% of the revenues for the three (3) month period ending September 30, 2013. As of the date of this filing, all of the 71,000,000 shares had been issued to the owners of CarryOutSupplies.com.
CarryOutSupplies.com is a producer and wholesaler of custom printed and generic takeout supplies. CarryOutSupplies.com, which services more than 3,000 takeout establishments, restaurants and other food service operators, is headquartered at 167 N Sunset Ave, City of Industry, CA 91744, with two additional warehouse locations in Southern California. With the merger behind the Company now, we are in the process of rolling out three new verticals under the corporate umbrella; state side manufacturing and printing, ad support products, and online restaurant supplies catalogue. All of which is leveraging the strength of Sugarmade’s core business.
The acquisition was accounted as transactions between entities under common control in accordance with ASC Topic 805-50-25 since both Sugarmade and CarryOutSupplies.com had one common major shareholder and officer and accounted as pooling of interest. When accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests, shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer. The acquisition closing date was October 28, 2014, since there were no material transactions from October 28, 2014 to October 31, 2014, and for convenience of reporting the acquisition for accounting purposes, October 31, 2014 has been designated as the acquisition date. The following table summarizes the carrying values of the assets acquired and a liability assumed at the date of acquisition (or transfer):
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