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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Findex Com Inc (CE) | USOTC:FIND | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0002 | 0.00 | 01:00:00 |
Item 1.
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Security and Issuer
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This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”) of Findex.com, Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1313 South Killian Drive, Lake Park, FL 33403.
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Item 2.
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Identity and Background
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(a)
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The name of the reporting person is Michael M. Membrado (the “Reporting Person”). This voting and dispositive power includes 57,458,333 shares owned indirectly by the Reporting Person through a New York limited liability company owned and controlled 100% by the Reporting Person, Sweet Swing Holdings, LLC, and 3,907,500 shares owned directly by the Reporting Person, exclusive of 33,873 shares of Series RX-1 preferred stock, which, in the aggregate, are convertible into 3,387,300 shares of Common Stock (as defined below in Item 1) upon election of the Reporting Person within 60 days.
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(b)
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The business address of the Reporting Person is 165 Old Post Road, Bedford Corners, NY 10549. The business address of Sweet Swing Holdings, LLC is 165 Old Post Road, Bedford Corners, NY 10549.
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(c)
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The Reporting Person’s present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted is attorney and private investor, 165 Old Post Road, Bedford Corners, NY 10549.
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(d)
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The Reporting Person has not been convicted in any criminal proceedings during the last five years.
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(e)
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The Reporting Person has not been a party to any civil proceedings during the last five years.
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(f)
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The Reporting Person is a citizen of the United States of America. Sweet Swing Holdings, LLC, through which the Reporting Person indirectly owns 8.49% of the shares of Common Stock representing his current total beneficial ownership, is domiciled in the State of New York.
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Item 3.
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Source
and Amount of Funds or Other Consideration
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Item 3 is hereby amended so as to read as follows:
The Reporting Person acquired 3,907,500 shares of the Common Stock through the conversion to equity of fees accrued by him through the performance of legal services for the Issuer prior to July 2014 (originally as preferred, but thereafter converted to common). Those shares were issued to the Reporting Person on July 29, 2014, and were valued for purposes of the conversion at $0.0064 per common share, the quoted market price of such shares as of such date. The Reporting Person acquired an additional 57,458,333 shares of the Common Stock through an exchange of securities issued as part of an acquisition described below in Item 4 and for which comprehensive disclosure is contained within the Issuer’s current report filing on Form 8-K filed December 31, 2018. On June 12, 2019, the Reporting Person acquired 33,873 shares of Series RX-1 preferred stock (which shares are convertible into Common Stock on a 1-for-100 ratio), in exchange for a series of cash investments totaling $33,873 as part of a series of transactions described for which comprehensive disclosure is contained within the Issuer’s current report filing on Form 8-K filed on June 12, 2019. |
Item 4.
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Purpose
of Transaction
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Item 4 is hereby amended so as to read as follows:
On November 10, 2014, the Reporting Person acquired 3,907,500 shares of the Common Stock through the conversion to equity of fees accrued by him through the performance of legal services for the Issuer during the period of January 2014 through July 2014. On December 24, 2018, and in a series of separate but related taxable transactions, the Issuer acquired the 68.95% economic – and 68.42% voting – interests not previously owned by it in Advanced Cement Sciences LLC (formerly Advanced Nanofibers LLC, and referred to hereinafter as “Advanced”), resulting in the Issuer owning 100% of Advanced. Prior to the consummation of these transactions, effected separately with each of the other three holders of membership interests in Advanced, the Issuer had owned a 31.06% economic – and 31.58% minority voting – interest in Advanced. In exchange for the acquisition by the Issuer of such combined membership interests, the Issuer issued to the holders thereof a combined total of 175,000,000 shares of Common Stock, including 57,458,333, indirectly through Sweet Swing Holdings, LLC, to Michael Membrado. The agreements pursuant to which this series of transactions were consummated are included as exhibits to Issuer’s current report filing on Form 8-K filed December 31, 2018. On June 12, 2019, the Reporting Person acquired 33,873 shares of Series RX-1 preferred stock (which shares are convertible into Common Stock on a 1-for-100 ratio), in exchange for a series of cash investments totaling $33,873 as part of a series of transactions described for which comprehensive disclosure is contained within the Issuer’s current report filing on Form 8-K filed on June 12, 2019. |
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(a)
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Not Applicable
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(b)
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Not Applicable
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(c)
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Not Applicable
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(d)
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Not Applicable
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(e)
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Not Applicable
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(f)
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Not Applicable
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(g)
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Not Applicable
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(h)
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Not Applicable
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(i)
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Not Applicable
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(j)
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Not Applicable
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Item 5.
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Interest
in Securities of the Issuer
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(a)
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Item 5 is hereby amended so as to read as follows:
The Reporting Person beneficially owns an aggregate of 61,365,833 shares of Common Stock, representing 8.49% of the outstanding shares of Common Stock as of the date hereof (based on the Issuer having had a total of 722,836,769 shares of Common Stock issued and outstanding, exclusive of 33,873 shares of Series RX-1 preferred stock, which, in the aggregate, are convertible into 3,387,300 shares of Common Stock upon election of the Reporting Person within 60 days.) |
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(b)
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The Reporting Person has the sole power to vote and dispose, or direct the disposition, of the 61,365,833 shares of Common Stock beneficially owned by the Reporting Person as of the date hereof.
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(c)
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The 33,873 shares of Series RX-1 preferred stock (convertible within 60 days into 3,387,300 shares of Common Stock) reported herein were acquired by the Reporting Person from the Issuer on June 12, 2019.
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Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
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June 12, 2019
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33,873 (Series RX-1 Preferred Stock)
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$1.00
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(d)
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Other than the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 61,365,833 shares of Common Stock beneficially owned by the Reporting Person.
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(e)
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Not Applicable
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Item 6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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None
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Item 7.
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Material
to Be Filed as Exhibits
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Exhibit 1 – Securities Exchange Agreement, dated June 12, 2019, by and between Findex.com, Inc. and the Reporting Person.
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June 14, 2019
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By:
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/s/
Michael Membrado
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1 Month Findex Com (CE) Chart |
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