Colorado
|
|
20-8496798
|
(State or other jurisdiction
|
|
(I.R.S. Employer
|
of incorporation or organization)
|
|
Identification No.)
|
Large accelerated filer
☐
|
|
Accelerated filer
☐
|
|
|
|
Non-accelerated filer
☐
|
Smaller reporting company
☒
|
|
(Do not check if a smaller reporting company)
|
||
Emerging growth company
☐
|
PURA NATURALS, INC.
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
For the Three Months Ended
|
For the Six Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
Sales
|
$
|
76,308
|
$
|
99,381
|
$
|
145,372
|
$
|
166,450
|
||||||||
Cost of goods sold
|
48,789
|
59,752
|
92,682
|
106,557
|
||||||||||||
GROSS PROFIT
|
27,519
|
39,629
|
52,690
|
59,893
|
||||||||||||
OPERATING EXPENSES
|
||||||||||||||||
Selling expense
|
50,155
|
91
|
90,900
|
11,464
|
||||||||||||
General and administrative
|
504,761
|
457,510
|
1,284,304
|
972,298
|
||||||||||||
Total Operating Expenses
|
554,916
|
457,601
|
1,375,204
|
983,762
|
||||||||||||
LOSS FROM OPERATIONS
|
(527,397
|
)
|
(417,972
|
)
|
(1,322,514
|
)
|
(923,869
|
)
|
||||||||
OTHER INCOME (EXPENSE)
|
||||||||||||||||
Interest expense
|
(342,043
|
)
|
(92,523
|
)
|
(654,853
|
)
|
(191,434
|
)
|
||||||||
Gain on debt extinguishment
|
-
|
43,120
|
-
|
43,120
|
||||||||||||
Change in fair value of derivative liabilities
|
862,086
|
85,292
|
(461,289
|
)
|
71,130
|
|||||||||||
Total Other Income (Expense)
|
520,043
|
35,889
|
(1,116,142
|
)
|
(77,184
|
)
|
||||||||||
LOSS BEFORE INCOME TAX PROVISION
|
(7,354
|
)
|
(382,083
|
)
|
(2,438,656
|
)
|
(1,001,053
|
)
|
||||||||
Income tax provision
|
-
|
-
|
-
|
-
|
||||||||||||
NET LOSS
|
$
|
(7,354
|
)
|
$
|
(382,083
|
)
|
(2,438,656
|
)
|
(1,001,053
|
)
|
||||||
NET LOSS PER COMMON SHARE
|
||||||||||||||||
Net loss per share
|
||||||||||||||||
BASIC AND DILUTED
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.05
|
)
|
$
|
(0.03
|
)
|
||||
Weighted average common
|
||||||||||||||||
shares outstanding
|
||||||||||||||||
BASIC AND DILUTED
|
55,961,833
|
33,855,244
|
48,773,984
|
33,808,784
|
||||||||||||
PURA NATURALS, INC.
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For the Six Months Ended
|
||||||||
June 30,
|
||||||||
2018
|
2017 | |||||||
(Unaudited)
|
(Unaudited)
|
|||||||
OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(2,438,656
|
)
|
$
|
(1,001,053
|
)
|
||
Adjustments to reconcile net loss to net cash used
|
||||||||
in operating activities:
|
||||||||
Imputed interest
|
-
|
4,572
|
||||||
Amortization of intangible assets
|
49,835
|
49,818
|
||||||
Amortization of debt discount and original issue discount
|
529,407
|
98,854
|
||||||
Penalty interest resulted in principal increase
|
49,250 | - | ||||||
Change in fair value of derivative instruments
|
461,289
|
(71,130
|
)
|
|||||
Fair value of options vested
|
160,628
|
-
|
||||||
Common stock issued for services
|
32,400
|
324,702
|
||||||
Common shares issued for convertible note due date extension
|
25,500
|
-
|
||||||
Gain on debt extinguishment
|
-
|
43,120
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
5,433
|
(34,065
|
)
|
|||||
Inventory
|
(43,852
|
)
|
(145,724
|
)
|
||||
Due from related parties
|
(17,500
|
)
|
20,018
|
|||||
Due to related parties
|
91,954
|
70,672
|
||||||
Prepaid expenses and other current assets
|
86,911
|
6,876
|
||||||
Accounts payable
|
142,487
|
41,146
|
||||||
Accrued expenses
|
458,284
|
2,061
|
||||||
Cash Used in Operating Activities
|
(406,360
|
)
|
(590,133
|
)
|
||||
INVESTING ACTIVITIES:
|
||||||||
Payments for intangible assets
|
(1,575
|
)
|
(5,705
|
)
|
||||
Cash Used in Investing Activities
|
(1,575
|
)
|
(5,705
|
)
|
||||
FINANCING ACTIVITIES:
|
||||||||
Advance from related party
|
-
|
10,000
|
||||||
Proceeds from note payable-related party
|
-
|
50,000
|
||||||
Payment on note payable
|
(3,016
|
)
|
(14,773
|
)
|
||||
Proceeds from the issuance of convertible debt
|
320,000
|
278,000
|
||||||
Proceeds from sale of common stock for cash
|
5,000
|
224,500
|
||||||
Proceeds from note payable
|
28,500
|
-
|
||||||
Debt financing costs
|
-
|
34,436
|
||||||
Net Cash Provided by Financing Activities
|
350,484
|
582,163
|
||||||
NET CHANGE IN CASH
|
(57,451
|
)
|
(13,675
|
)
|
||||
CASH AT BEGINNING OF PERIOD
|
67,422
|
14,386
|
||||||
CASH AT END OF PERIOD
|
$
|
9,971
|
$
|
711
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
Interest paid
|
$
|
1,561
|
$
|
168,788
|
||||
Income tax paid
|
$
|
-
|
$
|
-
|
||||
Non-Cash Investing and Financing Activities:
|
||||||||
Expense & debt paid by third party on behalf of Company
|
$
|
-
|
$
|
8,000
|
||||
Original Issue Discount
|
$
|
-
|
$
|
25,000
|
||||
Common stock to be issued in settlement of related party note
|
$
|
-
|
$
|
871,000
|
||||
Common stock issued for convertible note payable
|
$
|
424,061
|
$
|
-
|
||||
Debt discount for new issuances due to derivative feature of convertible note
|
$
|
320,000
|
$
|
279,914
|
||||
Derivative liability extinguished on conversion
|
$
|
581,878
|
$
|
-
|
||||
· |
we ensure we have an executed contract(s) with our customers that we believe is legally enforceable;
|
· |
we identify the "performance obligation in the respective contract;
|
· |
we determine the "transaction price" for each performance obligation in the respective contract;
|
· |
we allocate the transaction price to each performance obligation; and
|
· |
we recognize revenue only when we satisfy each performance obligation.
|
· |
Product sales - we sell our products to retail stores and wholesalers/distributors (i.e., our customers). Our wholesalers/distributors in turn sell our products directly to retail stores and outlets. Revenue from our product sales is recognized as physical delivery of product occurs (when our customer obtains control of the product), in return for agreed-upon consideration.
|
· |
Product Returns Allowances - Our customers are contractually permitted to return if found defective. Returns outside of this aforementioned criteria are not customarily allowed. We estimate expected product returns for our allowance based on our historical return rates. Returned product is typically destroyed, since substantially all returns are due to defects and cannot be resold.
|
June 30,
|
December 31,
|
|||||||
2018
|
2017
|
|||||||
License
|
$
|
996,346
|
$
|
996,346
|
||||
Trademarks
|
12,105
|
10,530
|
||||||
1,008,451
|
1,006,876
|
|||||||
Less accumulated amortization
|
(301,029
|
)
|
(251,194
|
)
|
||||
$
|
707,422
|
$
|
755,682
|
|||||
|
|
||||
2018
|
$
|
50,423
|
|||
2019
|
100,845
|
||||
2020
|
100,845
|
||||
2021
|
100,845
|
||||
2022
|
100,845
|
||||
Thereafter
|
253,619
|
||||
$
|
707,422
|
||||
· | Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. |
· |
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
· |
Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the FV measurement.
|
June 30, 2018
|
December 31, 2017
|
||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||
Conversion feature embedded within Convertible Note
|
-
|
-
|
1,097,379
|
1,097,379
|
-
|
-
|
897,968
|
897,968
|
|
|
- | - | 1,097,379 | 1,097,379 |
-
|
- | 897,968 | 897,968 |
Derivative liability balance, December 31, 2017
|
$
|
897,968
|
||
Debt Discount
|
320,000
|
|||
Derivative liability related to debt converted into common shares
|
(581,878
|
)
|
||
Change in derivative liability
|
461,289
|
|||
Derivative liability balance, June 30, 2018
|
$
|
1,097,379
|
||
Risk free rate
|
2.11% - 2.33%
|
|
||
Volatility
|
175% - 202%
|
|
||
Conversion/Exercise Price
|
|
$0.0031 - $.0149
|
||
Dividend rate
|
0%
|
|
||
Term (Years)
|
0.22 - 0.70
|
Conversion Date
|
Number of Shares of Common Stock
|
Principal and Amount Converted
|
Price per Share
|
||
January 17, 2018
|
500,000
|
31,875
|
0.0638
|
||
January 31, 2018
|
500,000
|
31,875
|
0.0638
|
||
March 16, 2018
|
500,000
|
20,325
|
0.0407
|
||
April 19, 2018
|
500,000
|
11,250
|
0.0225
|
||
May 7, 2018
|
936,640
|
17,562
|
0.0188
|
||
May 22, 2018
|
1,000,000
|
12,225
|
0.0122
|
||
June 5, 2018
|
1,000,000
|
11,700
|
0.0117
|
||
June 18, 2018
|
1,000,000
|
11,800
|
0.0118
|
||
Total
|
5,936,640
|
148,612
|
Conversion Date
|
Number of Shares of Common Stock
|
Principal and Amount Converted
|
Price per Share
|
|||||||||
January 31, 2018
|
1,388,889
|
$
|
50,000
|
0.0360
|
||||||||
March 8, 2018
|
1,428,571
|
50,000
|
0.0350
|
|||||||||
April 18, 2018
|
2,000,000
|
21,000
|
0.0105
|
|||||||||
June 12, 2018
|
2,750,000
|
21,725
|
0.0079
|
|||||||||
Total
|
7,567,460
|
$
|
142,725
|
Conversion Date
|
Number of Shares of Common Stock
|
Principal and Amount Converted
|
Price per Share
|
|||||||||
March 23, 2018
|
1,000,000
|
$
|
25,750
|
0.0258
|
||||||||
April 19, 2018
|
2,141,249
|
22,804
|
0.0106
|
|||||||||
Total
|
3,141,249
|
$
|
48,554
|
Conversion Date
|
Number of
Shares of
Common Stock
|
Principal and Amount
Converted
|
Price per
Share
|
|||||||||
May 10, 2018
|
1,380,379
|
20,000
|
0.0145
|
|||||||||
June 7, 2018
|
2,065,291
|
18,000
|
0.0087
|
|||||||||
June 22, 2018
|
2,058,329
|
17,000
|
0.0083
|
|||||||||
Total
|
5,503,999
|
55,000
|
·
|
300,000 shares valued at $25,500 for extension of due date for the July Note (See Note 9)
|
·
|
31,249,348 shares in payment of convertible note (See Note 9)
|
·
|
Sale of 83,333 shares for $5,000 cash
|
·
|
200,000 shares valued at $32,400 for employment agreement
|
Options Outstanding
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractural Life
|
Aggregate Intrinsic Value
|
|||||||||||||
Outstanding. December 31, 2017
|
7,193,750
|
$
|
0.001
|
4.58
|
$
|
-
|
||||||||||
Granted
|
1,000,000
|
0.001
|
4.59
|
-
|
||||||||||||
Forfeited
|
-
|
-
|
-
|
-
|
||||||||||||
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
Outstanding. June 30, 2018
|
8,193,750
|
$
|
0.001
|
4.20
|
$
|
-
|
||||||||||
Exercisable and vested at June 30, 2018
|
2,198,750
|
$
|
0.001
|
4.12
|
$
|
26,385
|
Risk free rate
|
2.26
|
%
|
||
Volatility
|
182
|
%
|
||
Conversion/Exercise Price
|
$
|
0.001
|
||
Dividend rate
|
0
|
%
|
||
Term (Years)
|
5
|
Years Ending December 31,
|
Amount
|
2018
|
20,966
|
2019
|
10,483
|
2020
|
-
|
2021
|
-
|
2022
|
-
|
Thereafter
|
-
|
|
31,449
|
Six Months Ended,
|
||||||||
Sales by Product Line:
|
June 30, 2018
|
June 30, 2017
|
||||||
Household and Kitchen
|
$
|
85,778
|
$
|
93,478
|
||||
Health and Beauty
|
49,447
|
63,597
|
||||||
Marine Products
|
10,147
|
9,375
|
||||||
$
|
145,372
|
$
|
166,450
|
Three Months ended June 30,
|
||||
2018
|
2017
|
Dollar
Change
|
Percentage
Change
|
|
Sales
|
76,308
|
99,381
|
(23,073)
|
(23.22)%
|
Cost of Goods Sold
|
48,789
|
59,752
|
(10,963)
|
(18.35)%
|
Gross Profit
|
27,519
|
39,629
|
(12,110)
|
(30.56)%
|
OPERATING EXPENSES
|
||||
Selling expenses
|
50,155
|
91
|
50,064
|
55,015.00%
|
General and administrative
|
504,761
|
457,510
|
47,251
|
10.33%
|
Total Operating Expenses
|
554,916
|
457,601
|
97,314
|
21.27%
|
LOSS FROM OPERATIONS
|
(527,397)
|
(417,972)
|
(109,424)
|
26.18%
|
OTHER INCOME (EXPENSES)
|
||||
Interest (expense)
|
(342,043)
|
(92,523)
|
(249,520)
|
269.68%
|
Gain on debt extinguishment
|
-
|
43,120
|
(43,120)
|
(100.00)%
|
Change in fair value of derivative liabilities
|
862,086
|
85,292
|
776,794
|
910.75%
|
Total Other Income (Expense)
|
(7,354)
|
(382,083)
|
417,850
|
(109.36)%
|
Three months ended June 30,
|
||||||||||||
2018
|
2017
|
Change
|
||||||||||
Payroll and payroll related expense
|
$
|
347,653
|
$
|
172,695
|
$
|
174,958
|
||||||
Overhead allocation
|
30,000
|
30,000
|
-
|
|||||||||
Amortization expense
|
25,210
|
24,909
|
301
|
|||||||||
Insurance
|
23,579
|
12,215
|
11,364
|
|||||||||
Printing and Reproduction
|
1,261
|
11,653
|
(10,392
|
)
|
||||||||
Professional fees:
|
-
|
-
|
-
|
|||||||||
Accountants
|
6,613
|
72,000
|
(65,387
|
)
|
||||||||
Edgar preparation
|
-
|
1,025
|
(1,025
|
)
|
||||||||
Media/Website
|
10,119
|
54,765
|
(44,646
|
)
|
||||||||
Legal
|
-
|
9,441
|
(9,441
|
)
|
||||||||
Investor and public relations
|
12,968
|
42,038
|
(29,070
|
)
|
||||||||
OTC Marketplace
|
-
|
-
|
-
|
|||||||||
Transfer Agent
|
3,295
|
-
|
3,295
|
|||||||||
Business consultants
|
3,000
|
-
|
3,000
|
|||||||||
Samples
|
-
|
1,660
|
(1,660
|
)
|
||||||||
Other General and administrative expense
|
41,063
|
25,109
|
15,954
|
|||||||||
$
|
504,761
|
$
|
457,510
|
$
|
47,251
|
|||||||
· |
Salary accrual, expensing of stock options and stock awards granted in accordance with the employment agreements to certain management individuals and a member of the Board of Directors;
|
· |
Expensing stock granted for services;
|
· |
Increased number of employees;
|
· |
A decrease in printing and reproduction of $10,392 was due to a reduced need for labels and promotional material;
|
· |
Accounting and auditing expense decreased by $65,387due to the retention of additional accounting staff and less time required by the independent auditors in previous period due to the transition of audit firms.
|
· |
Media/website expense decrease by $44,646 due to completion of the engagement surrounding the Company's website and digital market place work on the Company's website was completed.
|
· |
Investor and public relations decreased by $29,070 due to non-renewal of contracts.
|
Six Months ended June 30,
|
||||||||||||||||
2018
|
2017
|
Dollar Change
|
Percentage Change
|
|||||||||||||
Sales
|
$
|
145,372
|
$
|
166,450
|
$
|
(21,078
|
)
|
$
|
(12.66
|
%)
|
||||||
Cost of Goods Sold
|
92,682
|
106,557
|
(13,875
|
)
|
(13.02
|
%)
|
||||||||||
Gross Profit
|
52,690
|
59,893
|
(7,203
|
)
|
(12.03
|
)%
|
||||||||||
OPERATING EXPENSES
|
||||||||||||||||
Selling expenses
|
90,900
|
11,464
|
79,436
|
692.91
|
%
|
|||||||||||
General and administrative
|
1,284,304
|
972,298
|
312,006
|
32.09
|
%
|
|||||||||||
Total Operating Expenses
|
1,375,204
|
983,762
|
391,442
|
39.79
|
%
|
|||||||||||
LOSS FROM OPERATIONS
|
(1,322,514
|
)
|
(923,869
|
)
|
(398,645
|
)
|
43.15
|
%
|
||||||||
OTHER EXPENSES
|
||||||||||||||||
Interest (expense)
|
(654,853
|
)
|
(191,434
|
)
|
(463,419
|
)
|
242.08
|
%
|
||||||||
Gain on debt extinguishment
|
-
|
43,120
|
(43,120
|
)
|
(100.00
|
)%
|
||||||||||
Change in fair value of derivative liabilities
|
(461,289
|
)
|
71,130
|
(532,419
|
)
|
(48.52
|
)
|
|||||||||
Net Loss
|
(2,438,656
|
)
|
(1,001,053
|
)
|
(1,437,603
|
)
|
143.61
|
%
|
||||||||
Six months ended June 30,
|
||||||||||||
2018
|
2017
|
Change
|
||||||||||
Payroll and payroll related expense
|
$
|
764,938
|
$
|
538,248
|
$
|
226,690
|
||||||
Overhead allocation
|
50,000
|
60,000
|
(10,000
|
)
|
||||||||
Amortization expense
|
49,836
|
49,818
|
18
|
|||||||||
Insurance
|
28,446
|
23,932
|
4,514
|
|||||||||
Printing and Reproduction
|
10,624
|
12,880
|
(2,256
|
)
|
||||||||
Professional fees:
|
||||||||||||
Accountants
|
26,613
|
101,750
|
(75,137
|
)
|
||||||||
Edgar preparation
|
3,000
|
1,025
|
1,975
|
|||||||||
Media/Website
|
11,520
|
62,484
|
(50,964
|
)
|
||||||||
Legal
|
153,867
|
16,431
|
137,436
|
|||||||||
Investor and public relations
|
47,063
|
43,830
|
3,233
|
|||||||||
OTC Marketplace
|
6,500
|
-
|
6,500
|
|||||||||
Transfer Agent
|
5,660
|
5,038
|
622
|
|||||||||
Business consultants
|
3,000
|
8,431
|
(5,431
|
)
|
||||||||
Samples
|
20,546
|
3,196
|
17,350
|
|||||||||
Other General and administrative expense
|
102,691
|
45,235
|
57,456
|
|||||||||
$
|
1,284,304
|
$
|
972,298
|
$
|
312,006
|
· |
Salary accrual, expensing of stock options and stock awards granted in accordance with the employment agreements to certain management individuals and a member of the Board of Directors;
|
· |
Expensing stock granted for services;
|
· |
Increased number of employees;
|
Date
|
Title and Amount (1)
|
Purchaser
|
Principal Underwriter
|
Total Offering Price/Underwriting Discount
|
||||
January 2, 2018
|
83,334 shares of Common stock
|
Private Investor
|
N/A
|
$5,000/NA
|
||||
January 17, 2018
|
Convertible Promissory Note, in the principal amount of $350,000 issued to Mammoth Corporation. due January 7, 2018.
|
Private Investor
|
N/A
|
$31,875/NA
|
||||
January 31, 2018
|
Convertible Promissory Note, in the principal amount of $350,000 issued to Mammoth Corporation. due January 7, 2018.
|
Private Investor
|
N/A
|
$31,875/NA
|
||||
January 31, 2018
|
Convertible Promissory Note, in the principal amount of $220,000 issued to Vista Capital Investments, LLC due March 6, 2018.
|
Private Investor
|
N/A
|
$50,000/NA
|
||||
February 8, 2017
|
Common shares for extension of due date of Convertible Promissory Note, in the principal amount of $220,000 issued to Vista Capital Investments, LLC Corporation. due March 6, 2018.
|
Private Investor
|
N/A
|
$25,500/NA
|
||||
March 8, 2018
|
Convertible Promissory Note, in the principal amount of $220,000 issued to Vista Capital Investments, LLC Corporation. due March 6, 2018.
|
Private Investor
|
N/A
|
$50,000/NA
|
||||
March 8, 2018
|
Inducement shares in connection with Convertible Promissory Note, in the principal amount of $220,000 issued to Vista Capital Investments, LLC Corporation. due March 6, 2018.
|
Private Investor
|
N/A
|
$62,815/NA
|
||||
March 16, 2018
|
Convertible Promissory Note, in the principal amount of $350,000 issued to Mammoth Corporation. due January 7, 2018.
|
Private Investor
|
N/A
|
$20,325/NA
|
||||
March 23, 2018
|
Convertible Promissory Note, in the principal amount of $160,500 issued to JSJ Investments Inc.. due September 12, 2018.
|
Private Investor
|
N/A
|
$27,750/NA
|
||||
April 17, 2018
|
Convertible Promissory Note, in the principal amount of $75,000 issued to EMA Financial, LLC Corporation. due September 20, 2018.
|
Private Investor
|
N/A
|
$4,260/NA
|
||||
April 18, 2018
|
Convertible Promissory Note, in the principal amount of $220,000 issued to Vista Capital Investments, LLC due March 6, 2018.
|
Private Investor
|
N/A
|
$21,000/NA
|
||||
April 19, 2018
|
Convertible Promissory Note, in the principal amount of $350,000 issued to Mammoth Corporation. due January 7, 2018.
|
Private Investor
|
N/A
|
$11,250/NA
|
||||
April 19, 2018
|
Convertible Promissory Note, in the principal amount of $160,500 issued to JSJ Investments Inc.. due September 12, 2018.
|
Private Investor
|
N/A
|
$22,804/NA
|
||||
May 2, 2018
|
Convertible Promissory Note, in the principal amount of $75,000 issued to EMA Financial, LLC Corporation. due September 20, 2018.
|
Private Investor
|
N/A
|
$9,798/NA
|
||||
May 7, 2018
|
Convertible Promissory Note, in the principal amount of $350,000 issued to Mammoth Corporation. due January 7, 2018.
|
Private Investor
|
N/A
|
$17,562/NA
|
||||
May 10, 2018
|
Convertible Promissory Note, in the principal amount of $95,000 issued to GS Capital Partners, LLC. due October 23, 2018.
|
Private Investor
|
N/A
|
$20,499/NA
|
||||
May 22, 2018
|
Convertible Promissory Note, in the principal amount of $350,000 issued to Mammoth Corporation. due January 7, 2018.
|
Private Investor
|
N/A
|
$12,225/NA
|
||||
May 23, 2018
|
Convertible Promissory Note, in the principal amount of $75,000 issued to EMA Financial, LLC Corporation. due September 20, 2018.
|
Private Investor
|
N/A
|
$8,802/NA
|
June 5, 2018
|
Convertible Promissory Note, in the principal amount of $350,000 issued to Mammoth Corporation. due January 7, 2018.
|
Private Investor
|
N/A
|
$11,700/NA
|
||||
June 7, 2018
|
Convertible Promissory Note, in the principal amount of $95,000 issued to GS Capital Partners, LLC. due October 23, 2018.
|
Private Investor
|
N/A
|
$18,515/NA
|
||||
June 12, 2018
|
Convertible Promissory Note, in the principal amount of $220,000 issued to Vista Capital Investments, LLC due March 6, 2018.
|
Private Investor
|
N/A
|
$21,725/NA
|
||||
June 18, 2018
|
Convertible Promissory Note, in the principal amount of $350,000 issued to Mammoth Corporation. due January 7, 2018.
|
Private Investor
|
N/A
|
$11,800/NA
|
||||
June 18, 2018
|
Convertible Promissory Note, in the principal amount of $75,000 issued to EMA Financial, LLC Corporation. due September 20, 2018.
|
Private Investor
|
N/A
|
$9,610/NA
|
||||
June 22, 2018
|
Convertible Promissory Note, in the principal amount of $95,000 issued to GS Capital Partners, LLC. due October 23, 2018.
|
Private Investor
|
N/A
|
$17,547/NA
|
||||
July 3, 2018
|
Convertible Promissory Note, in the principal amount of $220,000 issued to Vista Capital Investments, LLC due March 6, 2018.
|
Private Investor
|
N/A
|
$21,313/NA
|
||||
July 6, 2018
|
Convertible Promissory Note, in the principal amount of $350,000 issued to Mammoth Corporation. due January 7, 2018.
|
Private Investor
|
N/A
|
$9,500/NA
|
||||
July 6, 2018
|
Convertible Promissory Note, in the principal amount of $160,500 issued to JSJ Investments Inc.. due September 12, 2018.
|
Private Investor
|
N/A
|
$17,095/NA
|
||||
July 11. 2018
|
Convertible Promissory Note, in the principal amount of $350,000 issued to Mammoth Corporation. due January 7, 2018.
|
Private Investor
|
N/A
|
$10,260/NA
|
||||
July 16, 2018
|
Convertible Promissory Note, in the principal amount of $75,000 issued to EMA Financial, LLC Corporation. due September 20, 2018.
|
Private Investor
|
N/A
|
$4,495/NA
|
||||
July 16, 2018
|
Convertible Promissory Note, in the principal amount of $95,000 issued to GS Capital Partners, LLC. due October 23, 2018.
|
Private Investor
|
N/A
|
$10,352/NA
|
||||
July 20, 2018
|
Convertible Promissory Note, in the principal amount of $220,000 issued to Vista Capital Investments, LLC Corporation. due March 6, 2018.
|
Private Investor
|
N/A
|
$12,250/NA
|
||||
July 20, 2018
|
Convertible Promissory Note, in the principal amount of $160,500 issued to JSJ Investments Inc.. due September 12, 2018.
|
Private Investor
|
N/A
|
$14,241/NA
|
||||
July 23, 2018
|
Convertible Promissory Note, in the principal and interest amount of $95,000 issued to GS Capital Partners, LLC. due October 23, 2018.
|
Private Investor
|
N/A
|
$13,479/NA
|
||||
August 1, 2018
|
Convertible Promissory Note, in the principal amount of $220,000 issued to Vista Capital Investments, LLC Corporation. due March 6, 2018.
|
Private Investor
|
N/A
|
$10,500/NA
|
||||
August 9, 2018
|
Convertible Promissory Note, in the principal amount of $103,000 issued to Geneva Roth Remark Holdings, Inc. due November 20, 2018.
|
Private Investor
|
N/A
|
$7,990/NA
|
||||
August 10, 2018
|
Convertible Promissory Note, in the principal amount of $103,000 issued to Geneva Roth Remark Holdings, Inc. due November 20, 2018.
|
Private Investor
|
N/A
|
$8,960/NA
|
||||
August 13, 2018
|
Convertible Promissory Note, in the principal amount of $103,000 issued to Geneva Roth Remark Holdings, Inc. due November 20, 2018.
|
Private Investor
|
N/A
|
$9,530/NA
|
EXHIBIT NUMBER
|
DESCRIPTION
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
|
PURA NATURALS, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Robert Doherty
|
|
|
Robert Doherty , Principal Executive Officer
|
|
|
|
|
By:
|
/s/ Akio Ariura
|
|
|
Akio Ariura , Chief Financial Officer
|
|
|
|
|
|
|
|
If to Executive :
|
If to the Company :
|
Mr. Daniel Kryger
|
Attn: Corporate Secretary
|
18 Three Pond Road
|
23101 Lake Center Drive, #100
|
Smithtown, NY 11787
|
Lake Forest, CA 92630
|
Borrower's Legal Name: PURA NATURALS, INC.
|
||||||
D/B/A: Pura Naturals
|
State of Incorporation / Organization: CA
|
|||||
Type of entity: Corporation
|
||||||
Physical Address: 23101 Lake Center Dr Ste
|
City: Lake Forest
|
State: CA
|
Zip: 92630-2898
|
|||
100
|
||||||
Mailing Address:
|
City:
|
State:
|
Zip:
|
|||
Date business started (mm/yy): 12/2005
|
Federal ID# 47-4164403
|
|||||
Monthly Total Sales _____________
|
Monthly Card Sales ________
|
Monthly Cash Sales _________
|
Loan Amount: $28,500.00
|
Repayment Amount: $40,470.00
|
Specific Daily Repayment Amount: $165.00
|
MERCHANT #1
|
||
By Robert Switzer
O1_SIG
|
/s/ Robert Switzer | |
(Print Name and Title)
|
(Signature)
|
|
MERCHANT #2
|
||
By
O2_SIG
|
||
(Print Name and Title)
|
(Signature)
|
|
OWNER/GUARANTOR #1
|
||
By Robert Switzer
O1_SIG
|
/s/ Robert Switzer | |
(Print Name and Title)
|
(Signature)
|
|
OWNER/GUARANTOR #2
|
||
By
O2_SIG
|
||
(Print Name and Title)
|
(Signature)
|
|
STRATEGIC FUNDING SOURCE, INC.
|
||
By
|
||
(Company Officer)
|
(Signature)
|
LOAN AGREEMENT TERMS AND CONDITIONS
|
||||
I. TERMS OF ENROLLMENT IN PROGRAM
|
1.8 No Liability.
In no event will Bank or SFSI, nor
|
("Advisor"), provided such Advisor uses such
|
||
1.1 Borrower Deposit Agreement.
Borrower shall
|
any of the Funders be liable for any claims asserted by
|
information solely for the purpose of advising
|
||
execute an agreement (the "Borrower Deposit
|
Borrower under any legal theory for lost profits, lost
|
Borrower and first agrees in writing to be bound by
|
||
Agreement") acceptable to SFS, with a Bank
|
revenues, lost business opportunities, exemplary,
|
the terms of this Section 1.13.
|
||
acceptable to SFS, to obtain electronic fund transfer
|
punitive, special, incidental, indirect or consequential
|
1.14 Publicity.
Borrower and each Owner/Guarantor
|
||
services. Borrower shall provide SFS and/or its
|
damages, each of which is waived by Borrower and
|
authorizes SFSI to use its, his or her name in a listing
|
||
authorized agent with all of the information,
|
Owner/Guarantor.
|
of clients and in advertising and marketing materials.
|
||
authorizations and passwords necessary for verifying
|
1.9 Reliance on Terms. Section 1.1, 1.7, 1.8, 2.5, and
|
1.15 D/B/A's.
Borrower hereby acknowledges and
|
||
Borrower's receivables, receipts and deposits into the
|
4.6 of this Agreement are agreed to for the benefit
|
agrees that SFSI may be using "doing business as" or
|
||
account. Borrower shall authorize SFS and/or it's
|
of Borrower, SFSI and its Funders and Bank, and
|
"d/b/a" names in connection with various matters
|
||
agent to deduct the amounts owed to SFS for the
|
notwithstanding the fact that Bank is not a party
|
relating to the transaction between SFSI and
|
||
Receipts as specified herein from settlement amounts
|
of this Agreement, Bank may rely upon their terms
|
Borrower, including the filing of UCC-1 financing
|
||
which would otherwise be due to Borrower from
|
and raise them as a defense in any action.
|
statements and other notices or filings.
|
||
electronic check transactions and to pay such amounts
|
1.10 Savings Clause.
In no event shall the aggregate
|
II. REPRESENTATIONS, WARRANTIES AND
|
||
to SFS by permitting SFS to withdraw the specified
|
amount of interest charged or collected hereunder
|
COVENANTS
Borrower and each Owner/Guarantor
|
||
percentages by ACH debiting of the account. The
|
exceed the highest rate permissible at law. In the
|
represents, warrants and covenants that as of this date
|
||
authorization shall be irrevocable without the written
|
event that a court determines that SFSI has charged or
|
and during the term of this Agreement:
|
||
consent of SFS.
|
received interest hereunder in excess of the highest
|
2.1 Financial Condition and Financial Information.
|
||
1.2 Term of Agreement.
This Agreement shall have a
|
applicable rate, the rate in effect hereunder shall
|
Its financial statements, copies of which have been
|
||
term of one year. Upon the expiration of the term, this
|
automatically be reduced to the maximum rate
|
furnished to SFSI, and future statements which will be
|
||
Agreement shall automatically renew for successive
|
permitted by applicable law and SFSI shall promptly
|
furnished hereafter at the request of SFSI, fairly
|
||
one-year terms, provided, however, that during the
|
refund to Borrower any interest received by SFSI in
|
represent the financial condition of Owner/Guarantor
|
||
renewal term(s) Borrower may terminate this
|
excess of the maximum lawful rate, it being intended
|
and Borrower at such dates, and since those dates
|
||
Agreement upon ninety days' prior written notice
|
that Borrower not pay or contract to pay, and that
|
there has been no material adverse change, financial
|
||
(effective upon receipt) to SFSI. The termination of
|
SFSI not receive or contract to receive, directly or
|
or otherwise, in such condition, operation or
|
||
this Agreement shall not affect Borrower's
|
indirectly in any manner whatsoever, interest in excess
|
ownership of Borrower. Borrower has a continuing,
|
||
responsibility to satisfy all outstanding obligations
|
of that which may be paid by Borrower under
|
affirmative obligation to advise SFSI of any material
|
||
(including the Loan Amount and accrued interest) to
|
applicable law.
|
adverse change in its financial condition, operation or
|
||
SFSI at the time of termination.
|
1.11 Power of Attorney.
Borrower irrevocably appoints
|
ownership. Borrower's failure to do so is a material
|
||
1.3 Additional Loans.
SFSI reserves the right to
|
SFSI as its agent and attorney-in-fact with full
|
breach of this Agreement.
|
||
rescind the offer to make additional loans hereunder,
|
authority to take any action or execute any instrument
|
2.2 Governmental Approvals.
Borrower is in
|
||
in its sole discretion.
|
or document to settle all obligations due to SFSI from
|
compliance and shall comply with all laws and has
|
||
1.4 Bridge Account.
Borrower may be required to open
|
Bank, or upon the occurrence of an Event of Default
|
valid permits, authorizations and licenses to own,
|
||
a new bank account into which the Specified
|
under Section 4 hereof, to settle all obligations due to
|
operate and lease its properties and to conduct the
|
||
Percentage of the settlement amounts will be
|
SFSI from Borrower, under this Agreement, including
|
business in which it is presently engaged.
|
||
deposited (the "Bridge Account
"). Borrower
|
without limitation (i) to obtain and adjust insurance;
|
2.3 Authorization.
Borrower, and the person(s) signing
|
||
appoints SFSI as "Acting Agent" over the Bridge
|
(ii) to collect monies due or to become due under or in
|
this Agreement on behalf of Borrower, have full
|
||
Account, and shall instruct the Bank to designate
|
respect of any of the Collateral (as defined in the
|
power and authority to execute this Agreement and to
|
||
the Bridge Account as the depository account for
|
Security Agreement and Guaranty); (iii) to receive,
|
incur and perform the obligations under this
|
||
all transactions. Borrower assumes all
|
endorse and collect any checks, notes, drafts,
|
Agreement, all of which have been duly authorized.
|
||
responsibility for all fees, costs, charge-backs or
|
instruments, documents or chattel paper in connection
|
2.4 Insurance.
Borrower will maintain businessinterruption
|
||
suspicious items processed through the Bridge
|
with clause (i) or clause (ii) above; (iv) to sign
|
insurance naming SFSI as loss payee and
|
||
Account
(see "Miscellaneous Service Fees"
|
Borrower's name on any invoice, bill of lading, or
|
additional insured in amounts and against risks as are
|
||
paragraph 3.7)
Borrower agrees to maintain a
|
assignment directing customers or account debtors to
|
satisfactory to SFSI and shall provide SFSI proof of
|
||
minimum balance in the Bridge Account (the
|
make payment directly to SFSI; and (v) to file any
|
such insurance upon request.
|
||
"Minimum Balance") equal to the per-month
|
claims or take any action or institute any proceeding
|
2.5 Borrower Processing Agreement and
|
||
average of all fees charged to Borrower by Bank,
|
which SFSI may deem necessary for the collection of
|
Arrangements.
Without SFSI's prior written consent,
|
||
averaged over a six-month period.
|
any of the unpaid Repayment Amount from the
|
Borrower will not (i) change the card Bank through
|
||
1.5 Financial Condition.
Owner/Guarantor and
|
Collateral, or otherwise to enforce its rights with
|
which the major cards are settled from Bank to
|
||
Borrower authorize SFSI, its agents and
|
respect to payment of the Repayment Amount.
|
another card Bank; (ii) permit any event to occur that
|
||
representatives and any credit reporting agency
|
1.12 Protection of Information.
Borrower and each
|
could cause diversion of any of Borrower's card
|
||
engaged by SFSI, to investigate their creditworthiness,
|
person signing this Agreement on behalf of Borrower
|
transactions from Bank to another Bank; (iii) change
|
||
financial responsibility and history, and they agree to
|
and/or as Owner/Guarantor, in respect of himself or
|
its arrangements with Bank or amend the Borrower
|
||
provide SFSI any financial statements, tax returns,
|
herself personally, authorizes SFSI to disclose to any
|
Processing Agreement in any way that is adverse to
|
||
references, or other financial information, as SFSI
|
third party information concerning Borrower's and
|
SFSI; (iv) add card processing terminals; (v) use
|
||
deems necessary prior to or after execution of this
|
each Owner's/Guarantor's credit standing (including
|
multiple card processing terminals; (vi) change its
|
||
Agreement. A photocopy of this authorization will be
|
credit bureau reports that SFSI obtains) and business
|
financial institution or bank account(s) (including the
|
||
deemed as acceptable for release of credit and
|
conduct. Borrower and each Owner/Guarantor hereby
|
Bridge Account); (vii) take any other action that could
|
||
financial information. Borrower and Owner/Guarantor
|
waives to the maximum extent permitted by law any
|
have any adverse effect upon Borrower's obligations
|
||
authorize SFSI to update their credit and financial
|
claim for damages against SFSI or any of its affiliates
|
under this Agreement; or (viii) take any action, fail to
|
||
profile from time to time in the future, as SFSI deems
|
and Funders relating to any (i) investigation
|
take any action, or offer any incentive—economic or
|
||
appropriate. An investigative or consumer report may
|
undertaken by or on behalf of SFSI as permitted by
|
otherwise—the result of which will be to discourage
|
||
be made in connection with this Agreement.
|
this Agreement or (ii) disclosure of information as
|
the use of cards that are settled through Bank, or to
|
||
1.6 Transactional History.
Borrower authorizes their
|
permitted by this Agreement.
|
induce any customers to pay for Borrower's services
|
||
Bank to provide SFSI with Borrower's banking
|
1.13 Confidentiality.
Borrower understands and agrees
|
with any means other than cards that are settled
|
||
history.
|
that the terms and conditions of the products and
|
through Bank, or permit any event to occur that could
|
||
1.7 Indemnification.
Borrower and each
|
services offered by SFSI, including this Agreement,
|
have an adverse effect on the use, acceptance, or
|
||
Owner/Guarantor jointly and severally indemnify and
|
the Security Agreement and Guaranty and any other
|
authorization of cards for the purchase of Borrower's
|
||
hold harmless Bank, its officers, directors and
|
SFSI documents (collectively, "Confidential
|
services and products. Any such change, action or
|
||
shareholders against all losses, damages, claims,
|
Information") are proprietary and confidential
|
inaction shall be a material breach of this Agreement.
|
||
liabilities and expenses (including reasonable
|
information of SFSI. Accordingly unless disclosure is
|
2.6 Change of Name, Location or Jurisdiction of
|
||
attorney's fees) incurred by Bank resulting from (a)
|
required by law or court order, Borrower shall not
|
Organization.
Borrower will not conduct Borrower's
|
||
claims asserted by SFSI for monies owed to SFSI
|
disclose Confidential Information to any person other
|
businesses under any name other than as disclosed to
|
||
from Borrower and (b) actions taken by Bank in
|
than an attorney, accountant, financial advisor or
|
the Bank and SFSI, change any of its places of
|
||
reliance upon information or instructions provided by
|
employee of Borrower who needs to know such
|
business, or change its jurisdiction of organization.
|
||
SFSI.
|
information for the purpose of advising Borrower
|
4.1 Modifications; Agreements.
No modification,
|
Agreement and Guaranty with or without prior written
|
AND SHALL BE INTERPRETED IN THE
|
||
amendment, waiver or consent of any provision of this
|
notice to Borrower and Owner/Guarantor. SFSI's
|
BROADEST WAY THE LAW WILL ALLOW.
|
||
Agreement or the Security Agreement and Guaranty
|
Funders shall be third party beneficiaries of all such
|
Covered claims
|
||
shall be effective unless the same shall be in writing
|
agreements. This Agreement and the Security
|
·
You or we may arbitrate
any claim, dispute or
|
||
and signed by SFSI.
|
Agreement and Guaranty shall be governed by and
|
controversy between you and us arising out of or
|
||
4.2 Assignment.
Borrower acknowledges and
|
construed in accordance with the laws of the State of
|
related to your account, a previous related account
|
||
understands that SFSI is acting on its own behalf and
|
California, without regards to any applicable
|
or our relationship (called "Claims").
|
||
as the administrator and lead investor for a group of
|
principals of conflicts of law. Any suit, action or
|
·
If arbitration is chosen by any party, neither
|
||
independent co- investors a list of which can be
|
proceeding arising hereunder or under the Security
|
you nor we will have the right to litigate that
|
||
provided to Borrower after funding and upon written
|
Agreement and Guaranty, or the interpretation,
|
Claim in court or have a jury trial on that
|
||
notice to SFSI. SFSI may assign, transfer or sell its
|
performance or breach hereof or thereof, shall, if SFSI
|
Claim.
|
||
rights to receive the Loan Amount and any accrued but
|
so elects, be instituted in any court sitting in Los
|
·
Except as stated below, all Claims are subject to
|
||
unpaid interest or delegate its duties hereunder, either
|
Angeles County, State of California (the "Acceptable
|
arbitration, no matter what legal theory they're
|
||
in whole or in part.
|
Forums"). Borrower and Owner/Guarantor agree that
|
based on or what remedy (damages, or injunctive
|
||
4.3 Notices.
All notices, requests, consent, demands and
|
the Acceptable Forums are convenient to them, and
|
or declaratory relief) they seek, including Claims
|
||
other communications hereunder and under the
|
submits to the jurisdiction of the Acceptable Forums
|
based on contract, tort (including intentional tort),
|
||
Borrower Security Agreement and Guaranty shall be
|
and waives any and all objections to jurisdiction or
|
fraud, agency, your or our negligence, statutory or
|
||
delivered by ordinary mail, effective upon mailing, to
|
venue. Should such proceeding be initiated in any
|
regulatory provisions, or any other sources of law;
|
||
the respective parties to this Agreement and the
|
other forum, Borrower and Owner/Guarantor waive
|
Claims made as counterclaims, cross-claims, thirdparty
|
||
Security Agreement and Guaranty at the addresses set
|
any right to oppose any motion or application made
|
claims, interpleaders or otherwise; Claims
|
||
forth in this Agreement and shall become effective
|
by SFSI to transfer such proceeding to an Acceptable
|
made regarding past, present, or future conduct;
|
||
only upon receipt. The Parties hereto may also send
|
Forum.
|
and Claims made independently or with other
|
||
such notices, requests, consent, demands and other
|
4.8 Survival of Representation, etc.
All
|
claims. This also includes Claims made by or
|
||
communications via facsimile ("FAX") or electronic
|
representations, warranties and covenants herein and
|
against anyone connected with us or you or
|
||
mail ("Email") at such FAX numbers and email
|
in the Security Agreement and Guaranty shall survive
|
claiming through us or you, or by someone making
|
||
addresses communicated by the parties hereto in
|
the execution and delivery of this Agreement and the
|
a claim through us or you, such as a co-applicant,
|
||
writing.
|
Security Agreement and Guaranty and shall continue
|
authorized user, employee, agent, representative or
|
||
4.4 Waiver Remedies.
No failure on the part of SFSI to
|
in full force until all obligations under this Agreement
|
an affiliated/parent/subsidiary company.
|
||
exercise, and no delay in exercising, any right under
|
and the Security Agreement and Guaranty shall have
|
Arbitration limits
|
||
this Agreement or the Security Agreement and
|
been satisfied in full and this Agreement and the
|
·
Individual Claims filed in a small claims court are
|
||
Guaranty shall operate as a waiver thereof, nor shall
|
Security Agreement and Guaranty shall have
|
not subject to arbitration, as long as the matter
|
||
any single or partial exercise of any right under this
|
terminated.
|
stays in small claims court.
|
||
Agreement or the Security Agreement and Guaranty
|
4.9 Severability.
In case any of the provisions in this
|
·
We won't initiate arbitration to collect a debt from
|
||
preclude any other or further exercise thereof or the
|
Agreement or the Security Agreement and Guaranty is
|
you unless you choose to arbitrate or assert a
|
||
exercise of any other right. The remedies provided
|
found to be invalid, illegal or unenforceable in any
|
Claim against us. If you assert a Claim against us,
|
||
hereunder and under the Security Agreement and
|
respect, the validity, legality and enforceability of any
|
we can choose to arbitrate, including actions to
|
||
Guaranty are cumulative and not exclusive of any
|
other provision contained herein or therein shall not in
|
collect a debt from you. You may arbitrate on an
|
||
remedies provided by law or equity.
|
any way be affected or impaired.
|
individual basis Claims brought against you,
|
||
4.5 Solicitations.
Borrower and each Owner/Guarantor
|
4.10 Entire Agreement.
Any provision hereof and in the
|
including Claims to collect a debt.
|
||
authorizes SFSI and its affiliates to communicate
|
Security Agreement and Guaranty prohibited by law
|
·
Claims brought as part of a class action, private
|
||
with, solicit and /or market to Borrower and each
|
shall be ineffective only to the extent of such
|
attorney general or other representative action can
|
||
Owner/Guarantor via regular mail, telephone, email
|
prohibition without invalidating the remaining
|
be arbitrated only on an individual basis. The
|
||
and facsimile in connection with the provision of
|
provisions hereof or thereof. This Agreement and the
|
arbitrator has no authority to arbitrate any claim on
|
||
goods or services by SFSI, its affiliates or any third
|
Security Agreement and Guaranty embody the entire
|
a class or representative basis and may award relief
|
||
party that SFSI shares, transfers, exchanges, discloses
|
agreement between Borrower, Owner/Guarantor and
|
only on an individual basis. If arbitration is
|
||
or provides information with and will hold SFSI, its
|
SFSI and supersede all prior agreements and
|
chosen by any party, neither you nor we may
|
||
affiliates and such third parties harmless against any
|
understandings relating to the subject matter hereof.
|
pursue a Claim as part of a class action or other
|
||
and all claims pursuant to the federal CAN-SPAM
|
4.11 JURY TRIAL WAIVER. TO THE EXTENT
|
representative action. Claims of 2 or more persons
|
||
ACT of 2003 (Controlling the Assault of Non-
|
PERMITTED BY APPLICABLE LAW, THE
|
may not be combined in the same arbitration.
|
||
Solicited Pornography and Marketing Act of 2003),
|
PARTIES HERETO WAIVE TRIAL BY JURY IN
|
However, applicants, co-applicants, authorized
|
||
the Telephone Consumer Protection Act (TCPA), and
|
ANY COURT IN ANY SUIT, ACTION OR
|
users on a single account and/or related accounts,
|
||
any and all other states of federal laws relating to
|
PROCEEDING ON ANY MATTER ARISING IN
|
or corporate affiliates are here considered as one
|
||
transmissions or solicitations by and any of the
|
CONNECTION WITH OR IN ANY WAY
|
person.
|
||
methods described above.
|
RELATED TO THE TRANSACTIONS OF
|
How arbitration works
|
||
4.6 Terminated Borrower File and Match File.
|
WHICH THIS AGREEMENT AND THE
|
·
Arbitration shall be conducted by the American
|
||
Borrower expressly acknowledges that a Terminated
|
SECURITY AGREEMENT AND GUARANTY IS
|
Arbitration Association ("AAA") according to this
|
||
Borrower File ("TMF"), or any successor thereto, is
|
A PART OR THE ENFORECEMENT HEREOF
|
arbitration provision and the applicable AAA
|
||
maintained by MasterCard or VISA containing the
|
OR THEREOF. THE PARTIES HERETO
|
arbitration rules in effect when the claim is filed
|
||
business name and names and identification of
|
ACKNOWLEDGE THAT EACH MAKES THIS
|
("AAA Rules"), except where those rules conflict
|
||
principals of Borrowers which have been terminated
|
WAIVER KNOWINGLY, WILLINGLY AND
|
with this arbitration provision. You can obtain
|
||
for one or more of the reasons specified in
|
VOLUNTARILY AND WITHOUT DURESS, AND
|
copies of the AAA Rules at the AAA's website
|
||
MasterCard or VISA operating regulations. Such
|
ONLY AFTER EXTENSIVE CONSIDERATION
|
(www.adr.org) or by calling 800-778-7879. You or
|
||
reasons include, but are not limited to, fraud,
|
OF THE RAMIFICATIONS OF THIS WAIVER
|
we may choose to have a hearing, appear at any
|
||
counterfeit drafts, unauthorized transactions,
|
WITH THEIR ATTORNEYS.
|
hearing by phone or other electronic means, and/or
|
||
excessive charge-backs and retrieval requests, money
|
4.12. ARBITRATION.
PLEASE READ THIS
|
be represented by counsel. Any in-person hearing
|
||
laundering, or where a high security risk exists.
|
PROVISION OF THE AGREEMENT
|
will be held in the same city as the U.S. District
|
||
4.7 Binding Effect; Governing Law, Venue and
|
CAREFULLY.
THIS SECTION PROVIDES THAT
|
Court closet to your billing address.
|
||
Jurisdiction.
This Agreement and the Security
|
DISPUTES MAY BE RESOLVED BY BINDING
|
·
Arbitration may be requested any time, even where
|
||
Agreement and Guaranty shall be binding upon and
|
ARBITRATION. ARBITRATION REPLACES
|
there is a pending lawsuit, unless a trial has begun
|
||
inure to the benefit of Borrower, Owner/Guarantor,
|
THE RIGHT TO GO TO COURT, HAVE A JURY
|
or a final judgment entered. Neither you nor we
|
||
SFSI (and it's Funders) and their respective
|
TRIAL OR INITIATE OR PARTICIPATE IN A
|
waive the right to arbitrate by filing or serving a
|
||
successors and assigns, except that Borrower and
|
CLASS ACTION. IN ARBITRATION, DISPUTES
|
complaint, answer, counterclaim, motion, or
|
||
Owner/Guarantor shall not have the right to assign
|
ARE RESOLVED BY AN ARBITRATOR, NOT A
|
discovery in a court lawsuit. To choose arbitration,
|
||
their rights hereunder, under the Security Agreement
|
JUDGE OR JURY. ARBITRATION
|
a party may file a motion to compel arbitration in a
|
||
and Guaranty or any interest herein or therein without
|
PROCEDURES ARE SIMPLER AND MORE
|
pending matter and/or commence arbitration by
|
||
the prior written consent of SFSI which consent may
|
LIMITED THAN IN COURT. THIS
|
submitting the required AAA forms and requisite
|
||
be withheld in SFSI's sole discretion. SFSI reserves
|
ARBITRATION PROVISION IS GOVERNED BY
|
filing fees to the AAA.
|
||
the rights to assign this Agreement and the Security
|
THE FEDERAL ARBITRATION ACT (FAA),
|
·
The arbitration shall be conducted by a single
|
· We will pay your share of the
|
appeal is final. A final award is subject to judicial
|
||
arbitrator in accord with this arbitration provision
|
arbitration fee for an arbitration of Claims of $75,000 or
|
review as provided by applicable law.
|
||
and the AAA Rules, which may limit discovery.
|
less if they are unrelated to debt collection. Otherwise,
|
Survival and Severability of Terms
|
||
The arbitrator shall not apply any federal or state
|
arbitration fees will be allocated according to the
|
· This arbitration provision shall survive changes in
|
||
rules of civil procedure for discovery, but the
|
applicable AAA Rules. If we prevail, we may not
|
this Agreement and termination of the account or
|
||
arbitrator shall honor claims of privilege
|
recover our arbitration fees, unless the arbitrator decides
|
the relationship between you and us, including the
|
||
recognized at law and shall take reasonable steps
|
you Claim was frivolous. All parties are responsible for
|
bankruptcy of any party and any sale of your
|
||
to protect account information and other
|
their own attorney's fees, expert fees and any other
|
account, or amounts owed on your account, to
|
||
confidential information of either party if
|
expenses, unless the arbitrator awards such fees or
|
another person or entity. If any part of this
|
||
requested to do so. The arbitrator shall apply
|
expenses to you or us based on applicable law.
|
arbitration provision is deemed invalid or
|
||
applicable substantive law consistent with the FAA
|
The final award
|
unenforceable, the other terms shall remain in
|
||
and applicable statute of limitations, and may
|
· Any award by an arbitrator is final unless a party
|
force, except that there can be no arbitration of a
|
||
award damages or other relief under applicable
|
appeals it in writing to the AAA within 30 days of
|
class or representative Claim. This arbitration
|
||
law.
|
notice of the award. The arbitration appeal shall
|
provision may not be amended, severed or waived,
|
||
· The arbitrator shall make any award in writing
|
be determined by a panel of 3 arbitrators. The
|
except as provided in this Agreement or in a
|
||
and, if requested by you or us, may provide a brief
|
panel will consider all facts and legal issues anew
|
written agreement between you and us.
|
||
statement of the reasons for the award. An
|
based on the same evidence presented in the prior
|
4.13 Facsimile and PDF Acceptance
. Facsimile and
|
||
arbitration award shall decide the rights and
|
arbitration, and will make decisions based on a
|
PDF signatures shall be deemed acceptable for all
|
||
obligations only of the parties named in the
|
majority vote. Arbitration fees for the arbitration
|
purposes.
|
||
arbitration, and shall not have any bearing on any
|
appeal shall be allocated according to the
|
|||
other person or dispute.
|
applicable AAA Rules. An award by a panel on
|
INITIALS: RS
|
||
Paying for arbitration fees
|
Borrower's Legal Name:
PURA NATURALS, INC.
|
||||||
D/B/A:
Pura Naturals
|
State of Incorporation / Organization:
CA
|
|||||
Physical Address:
23101 Lake Center Dr Ste
|
City:
Lake Forest
|
State:
CA
|
Zip:
92630-2898
|
|||
100
|
||||||
Federal ID#
47-4164403
|
MERCHANT #1
|
||
By Robert Switzer O1_SIG
|
||
(Print Name and Title)
|
(Signature)
|
|
MERCHANT #2
|
||
By O2_SIG
|
||
(Print Name and Title)
|
(Signature)
|
|
OWNER/GUARANTOR #1
|
||
By Robert Switzer O1_SIG
|
||
(Print Name and Title)
|
(Signature)
|
|
OWNER/GUARANTOR #2
|
||
By O2_SIG
|
||
(Print Name and Title)
|
(Signature)
|
|
Name
|
Place of
Incorporation
|
Ownership
interest
attributable to
the Company
|
|
|
|
Pura Naturals, Inc.
|
Delaware
|
100%
|
|
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: May 21, 2018
|
By: /s/ Robert Doherty
|
|
Robert Doherty, Principal Executive Officer
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: May 21, 2018
|
By: /s/ Akio Ariura
|
|
Akio Ariura, Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Rule 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Robert Doherty
|
|
|
|
Robert Doherty, Principal Executive Officer
|
|
|
|
|
|
|
|
Dated: May 21, 2018
|
/s/ Akio Ariura
|
|
|
Akio Ariura, Chief Financial Officer
|