Nevada
|
88-0203182
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification Number)
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ] |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Act.
Yes [X ] No [ ]
|
PART I
|
PAGE
|
|
|
|
|
Item 1.
|
Business
|
2
|
|
|
|
Item 1A.
|
Risk Factors
|
6
|
|
|
|
Item 1B.
|
Unresolved Staff Comments
|
6
|
|
|
|
Item 2
|
Properties
|
6
|
|
|
|
Item 3.
|
Legal Proceedings
|
6
|
|
|
|
Item 4.
|
Mine Safety Disclosures
|
6
|
|
|
|
PART II
|
6
|
|
|
|
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
6
|
|
|
|
Item 6.
|
Selected Financial Data
|
7
|
|
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
8
|
|
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
10
|
|
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
12
|
|
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
27
|
|
|
|
Item 9A.
|
Controls and Procedures
|
27
|
|
|
|
Item 9B.
|
Other Information
|
27
|
|
|
|
PART III
|
28
|
|
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
28
|
|
|
|
Item 11.
|
Executive Compensation
|
32
|
|
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
33
|
|
|
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence.
|
34
|
|
|
|
Item 14.
|
Principal Accountant Fees and Services
|
34
|
|
|
|
PART IV
|
35
|
|
|
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
35
|
|
|
|
SIGNATURES
|
3
7
|
● |
being permitted to present two years of audited financial statements in addition to any
required unaudited interim financial statements with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure;
|
●
|
reduced disclosure about our executive compensation arrangements;
|
●
|
exemptions from the requirements of holding non-binding advisory votes on executive
compensation or golden parachute arrangements; and
|
●
|
exemption from the auditor attestation requirement in the assessment of our internal control
over financial reporting.
|
Common Shares
|
||||||||
Year Ended December 31, 2018:
|
High
|
Low
|
||||||
Quarter Ended March 31, 2018
|
$
|
85
|
$
|
9
|
||||
Quarter Ended June 30, 2018
|
$
|
22
|
$
|
3.50
|
||||
Quarter Ended September 30, 2018
|
$
|
4.50
|
$
|
0.04
|
||||
Quarter Ended December 31, 2018
|
$
|
0.23
|
$
|
0.001
|
||||
Year Ended December 31, 2017:
|
High
|
Low
|
||||||
Quarter Ended March 31, 2017
|
$
|
29,250
|
$
|
15,000
|
||||
Quarter Ended June 30, 2017
|
$
|
19,550
|
$
|
600
|
||||
Quarter Ended September 30, 2017
|
$
|
1,250
|
$
|
200
|
||||
Quarter Ended December 31, 2017
|
$
|
250
|
$
|
50
|
Years ended
|
||||||||||||||||
|
December 31,
|
December 31,
|
||||||||||||||
|
2018
|
2017
|
$ Change
|
% Change
|
||||||||||||
Revenues
|
$
|
13,145
|
$
|
52,354
|
$
|
(39,209
|
)
|
-74.9
|
%
|
|||||||
Cost of sales
|
(8,754
|
)
|
(61,638
|
)
|
52,884
|
-85.8
|
%
|
|||||||||
Gross profit (loss)
|
4,391
|
(9,284
|
)
|
13,675
|
-147.3
|
%
|
||||||||||
|
||||||||||||||||
Operating Expenses:
|
||||||||||||||||
Compensation and payroll taxes
|
$
|
5,715,918
|
$
|
3,578,749
|
$
|
2,137,169
|
59.7
|
%
|
||||||||
Selling, general and administrative
|
347,095
|
374,970
|
(27,875
|
)
|
-7.4
|
%
|
||||||||||
Professional fees
|
987,197
|
899,983
|
87,214
|
9.7
|
%
|
|||||||||||
Total expenses
|
7,050,210
|
4,853,702
|
2,196,508
|
45.3
|
%
|
|||||||||||
Loss from operations
|
(7,045,819
|
)
|
(4,862,986
|
)
|
(2,182,833
|
)
|
44.9
|
%
|
||||||||
Other income (expense)
|
||||||||||||||||
Excess derivative liability expense
|
(518,786
|
)
|
-
|
(518,786
|
)
|
-100.0
|
%
|
|||||||||
Loss on disposition of assets
|
-
|
(629,270
|
)
|
629,270
|
100.0
|
%
|
||||||||||
Interest expense
|
(958,799
|
)
|
(1,185,989
|
)
|
227,190
|
-19.2
|
%
|
|||||||||
Loss (gain) on change in derivative liability
|
1,054,988
|
(707,127
|
)
|
1,762,115
|
-249.2
|
%
|
||||||||||
Total other income (expense)
|
(422,596
|
)
|
(2,522,386
|
)
|
2,099,790
|
-83.2
|
%
|
|||||||||
Net income (loss) from operations before provision for income taxes
|
(7,468,415
|
)
|
(7,385,372
|
)
|
(83,043
|
)
|
1.1
|
%
|
||||||||
Provision for income taxes
|
-
|
-
|
-
|
-
|
||||||||||||
Net income (loss)
|
$
|
(7,468,415
|
)
|
$
|
(7,385,372
|
)
|
$
|
(83,043
|
)
|
1.1
|
%
|
● |
obtain adequate sources of debt or equity financing to pay unfunded operating expenses and fund long-term business
operations; and
|
● |
manage or control working capital requirements by controlling operating expenses.
|
December 31,
|
December 31,
|
|||||||
2018
|
2017
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
3,088
|
$
|
56,983
|
||||
Deposits
|
-
|
235
|
||||||
Total current assets
|
3,088
|
57,218
|
||||||
Property and equipment, net
|
-
|
125,000
|
||||||
Total assets
|
$
|
3,088
|
$
|
182,218
|
||||
Liabilities and Stockholders' Equity (Deficit)
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
57,037
|
$
|
44,117
|
||||
Accrued expenses
|
2,151,867
|
305,961
|
||||||
Unearned revenue
|
1,516
|
3,042
|
||||||
Notes payable to related parties
|
490,963
|
379,153
|
||||||
Notes payable
|
2,969
|
-
|
||||||
Convertible notes payable (net of debt discount of $65,001 and
$324,121, respectively)
|
399,111
|
45,779
|
||||||
Derivative liability
|
336,825
|
1,787,063
|
||||||
Total current liabilities
|
3,440,288
|
2,565,115
|
||||||
Total liabilities
|
3,440,288
|
2,565,115
|
||||||
Commitments and contingencies
|
||||||||
Stockholders' equity (deficit)
|
||||||||
Preferred stock, $0.00001 par value, 2,011,000 shares authorized,
98,800 and 98,800 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively
|
1
|
1
|
||||||
Common stock, $0.00001 par value, 10,000,000,000 shares authorized,
742,331,965 and 118,049 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively
|
7,423
|
1
|
||||||
Additional paid-in capital
|
19,375,323
|
12,968,634
|
||||||
Accumulated (deficit)
|
(22,819,948
|
)
|
(15,351,533
|
)
|
||||
Total stockholders' equity (deficit)
|
(3,437,201
|
)
|
(2,382,897
|
)
|
||||
Total liabilities and stockholders' equity (deficit)
|
$
|
3,088
|
$
|
182,218
|
Year ended
|
Year ended
|
|||||||
|
December 31,
|
December 31,
|
||||||
|
2018
|
2017
|
||||||
Revenues
|
$
|
13,145
|
$
|
52,354
|
||||
Cost of sales
|
(8,754
|
)
|
(61,638
|
)
|
||||
Gross profit (loss)
|
4,391
|
(9,284
|
)
|
|||||
|
||||||||
Operating Expenses:
|
||||||||
Compensation and payroll taxes
|
5,715,918
|
$
|
3,578,749
|
|||||
Selling, general and administrative
|
347,095
|
374,970
|
||||||
Professional fees
|
987,197
|
899,983
|
||||||
Total expenses
|
7,050,210
|
4,853,702
|
||||||
Loss from operations
|
(7,045,819
|
)
|
(4,862,986
|
)
|
||||
Other income (expense)
|
||||||||
Excess derivative liability expense
|
(518,786
|
)
|
||||||
Loss on disposition of assets
|
-
|
(629,270
|
)
|
|||||
Interest expense
|
(958,799
|
)
|
(1,185,989
|
)
|
||||
Gain (loss) on change in derivative liability
|
1,054,988
|
(707,127
|
)
|
|||||
Total other income (expense)
|
(422,596
|
)
|
(2,522,386
|
)
|
||||
Net income (loss) from operations before provision for income taxes
|
(7,468,415
|
)
|
(7,385,372
|
)
|
||||
Provision for income taxes
|
-
|
-
|
||||||
Net income (loss)
|
$
|
(7,468,415
|
)
|
$
|
(7,385,372
|
)
|
||
Net income (loss) per share, basic and diluted
|
(0.056
|
)
|
(126.34
|
)
|
||||
Weighted average number of common shares outstanding, basic and diluted
|
132,796,729
|
58,457
|
Additional
|
||||||||||||||||||||||||||||
Common Stock
|
Preferred Stock
|
Paid-in
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||
Balance December 31, 2016
|
41,671
|
$
|
0
|
98,798
|
$
|
1
|
$
|
8,286,593
|
$
|
(7,966,161
|
)
|
$
|
320,434
|
|||||||||||||||
Stock issued for services
|
3,292
|
0
|
-
|
-
|
280,150
|
-
|
280,150
|
|||||||||||||||||||||
Stock issued for notes and interest conversion
|
16,037
|
0
|
-
|
-
|
672,952
|
-
|
672,952
|
|||||||||||||||||||||
Stock issued for cash and warrants
|
3,436
|
0
|
-
|
-
|
498,940
|
-
|
498,940
|
|||||||||||||||||||||
Stock issued for compensation
|
53,000
|
1
|
4
|
-
|
3,049,999
|
3,050,000
|
||||||||||||||||||||||
Stock issued for warrant exercise
|
240
|
0
|
-
|
-
|
180,000
|
-
|
180,000
|
|||||||||||||||||||||
Stock issued for shares exchange
|
377
|
0
|
-
|
-
|
-
|
0
|
||||||||||||||||||||||
Stock cancelled
|
(3
|
)
|
(0
|
)
|
(2
|
)
|
-
|
(0
|
)
|
-
|
(0
|
)
|
||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(7,385,372
|
)
|
(7,385,372
|
)
|
|||||||||||||||||||
Balance December 31, 2017
|
118,802
|
$
|
1
|
98,800
|
$
|
1
|
$
|
12,967,731
|
$
|
(15,351,532
|
)
|
$
|
(2,383,800
|
)
|
||||||||||||||
Stock issued for compensation
|
640,769,617
|
6,408
|
-
|
-
|
5,149,520
|
-
|
5,155,928
|
|||||||||||||||||||||
Stock issued for cash
|
53,000
|
1
|
-
|
-
|
52,999
|
-
|
53,000
|
|||||||||||||||||||||
Stock issued for services
|
70,025,000
|
700
|
-
|
-
|
409,300
|
-
|
410,000
|
|||||||||||||||||||||
Stock issued for notes and interest conversion
|
31,365,546
|
314
|
-
|
-
|
395,773
|
-
|
396,087
|
|||||||||||||||||||||
Warrants expense
|
-
|
-
|
400,000
|
-
|
400,000
|
|||||||||||||||||||||||
Stock split adjustment
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(7,468,415
|
)
|
(7,468,415
|
)
|
|||||||||||||||||||
Balance December 31, 2018
|
742,331,965
|
$
|
7,423
|
98,800
|
$
|
1
|
$
|
19,375,323
|
$
|
(22,819,947
|
)
|
$
|
(3,437,201
|
)
|
Year ended
|
Year ended
|
|||||||
December 31,
|
December 31,
|
|||||||
2018
|
2017
|
|||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(7,468,415
|
)
|
$
|
(7,385,372
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Amortization of debt discount on notes payable
|
548,110
|
48,047
|
||||||
Common stock issued for services
|
410,000
|
280,150
|
||||||
Common stock issued for compensation
|
5,155,928
|
3,050,000
|
||||||
Change in value of derivative liability related to convertible note
payable
|
(1,969,024
|
)
|
1,069,322
|
|||||
Excess derivative liability expense |
229,796
|
707,127
|
||||||
Loss on impairmnets of assets
|
125,000
|
629,270
|
||||||
Issuance of warrants
|
795,183
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts payable and accrued expenses
|
1,858,827
|
351,280
|
||||||
Unearned revenue
|
(1,526
|
)
|
3,042
|
|||||
Deposits and prepaid expense
|
235
|
(235
|
)
|
|||||
Net cash used in operating activities
|
(315,886
|
)
|
(1,247,369
|
)
|
||||
Cash flows from investing activities
|
||||||||
Purchases of property and equipment
|
-
|
-
|
||||||
Net cash used in investing activities
|
-
|
-
|
||||||
Cash flows from financing activities
|
||||||||
Repayments on convertible notes payable
|
(158,404
|
)
|
-
|
|||||
Proceeds from convertible notes payable
|
252,616
|
369,900
|
||||||
Repayments on related party notes payable
|
(47,350
|
)
|
(30,328
|
)
|
||||
Proceeds from related party notes payable
|
159,160
|
83,672
|
||||||
Repayments on notes payable
|
2,969
|
-
|
||||||
Proceeds from exercise of warrant
|
-
|
180,000
|
||||||
Proceeds from stock purchases
|
53,000
|
498,940
|
||||||
Net cash provided by financing activities
|
261,991
|
1,102,184
|
||||||
Net change in cash
|
(53,895
|
)
|
(145,185
|
)
|
||||
Cash, beginning of the period
|
56,983
|
202,169
|
||||||
Cash, end of the period
|
$
|
3,088
|
$
|
56,983
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Income paid with cash
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
Supplemental disclosure of non-cash investing and financing transactions:
|
||||||||
Conversion of notes payable and accrued interest to capital
|
396,087
|
672,952
|
||||||
Debt discount on convertible notes
|
455,536
|
372,168
|
December 31,
|
December 31,
|
|||||||
2018
|
2017
|
|||||||
Rail cars (not in service)
|
$
|
-
|
$
|
125,000
|
||||
Less: accumulated depreciation
|
-
|
-
|
||||||
$
|
-
|
$
|
125,000
|
December 31,
|
December 31,
|
|||||||
2018
|
2017
|
|||||||
|
||||||||
Promissory note, dated December 15, 2015, bearing interest
at 10% annually, payable on demand
|
$
|
41,810
|
$
|
49,910
|
||||
Promissory note, dated December 15, 2015, bearing interest
at 10% annually, payable on demand
|
24,101
|
39,101
|
||||||
Promissory note, dated December 15, 2015, bearing interest
at 10% annually, payable on demand
|
53,994
|
74,044
|
||||||
Promissory note, dated September 30, 2015, bearing no interest,
payable on demand
|
308,814
|
154,998
|
||||||
Promissory note, dated September 30, 2017, bearing 10% interest,
payable on demand
|
59,044
|
53,700
|
||||||
Promissory note, dated September 30, 2017, bearing 10% interest,
payable on demand
|
3,200
|
7,400
|
||||||
$
|
$ 490,963
|
$
|
379,153
|
December 31,
|
December 31,
|
|||||||
2018
|
2017
|
|||||||
Promissory note, dated June 2, 2017, bearing interest
of 4% annually, payable within a year, convertible to
common stock at a
discount of 40% of the lowest
traded price of the common stock during 45 trading days
prior to the conversion date.
|
19,100
|
19,100
|
||||||
|
||||||||
Promissory note, dated September 30, 2017, bearing 10% interest,
payable on demand, convertible to common stock at the discount
of
35% of the lowest traded price of the common stock during 20
trading days prior to the conversion.
|
12,000
|
40,800
|
||||||
Promissory note, dated November 1, 2017, bearing interest
of 12% annually, payable on August 10, 2018, convertible to
common stock
at a discount of 42% of the lowest
common stock at a discount of 42% of the lowest
two traded prices of the common stock during the 15 trading
days
prior to the conversion date.
|
-
|
45,000
|
||||||
Promissory note, dated November 27, 2017, with principal amount
of $85,000 and aggregate purchase price of $79,900 , bearing interest
of 12% annually, payable within a year, convertible to common stock
at the conversion price equal to the lower of (i) the
closing sale price
of the common stock on the principal market on the trading day
immediately preceding the closing date, and (ii) 50% of either the
lowest sale price for the common stock during the 20 consecutive
trading days including and immediately preceding the conversion date
|
68,396
|
85,000
|
||||||
Promissory note, dated December 18, 2017, bearing interest
of 12% annually, payable within a year convertible at a conversion
rate
equal to 50% of the lowest of: (i) the lowest trading price during
the twenty trading days prior to the conversion, or (ii) the lowest
trading price during the 20 trading days preceding the date of this note
|
-
|
40,000
|
||||||
Promissory note, dated December 20, 2017, bearing interest
of 12% annually, payable on September 20, 2018, convertible to
common
stock at a discount of 50% of the lowest
two traded prices of the common stock during the 25 trading
days prior to the conversion date.
|
112,000
|
112,000
|
||||||
Promissory note, dated December 21, 2017, bearing interest
of 12% annually, payable on September 30, 2018, convertible to
common stock at a discount of 49% of the lowest
two traded prices of the common stock during the 30 trading
days prior to the conversion date.
|
-
|
28,000
|
||||||
Promissory note, dated April 17, 2018, bearing interest of 8% annually, payable on October 17, 2019, convertible to common stock at $15 |
|
75,000
|
|
|
-
|
|
||
Promissory note, dated April 20, 2018, bearing interest
of 12% annually, payable on April 20, 2019, convertible to
common
stock at a discount of 50% of the average
closing bid of the common stock during the 10 trading
days prior to the conversion date.
|
50,000
|
-
|
||||||
Promissory note, dated April 30, 2018, bearing interest
of 12% annually, payable on April 30, 2019, convertible to
common stock
at a discount of 50% of the average
closing bid of the common stock during the 10 trading
days prior to the conversion date.
|
50,000
|
-
|
||||||
Promissory note, dated January 5, 2018, bearing interest
of 10% annually, payable on July 5, 2018, convertible to
common stock at a
discount of 25% of the average of 5 lowest
traded prices of the common stock during the 10 trading
days prior to the conversion date.
|
37,616
|
-
|
||||||
Promissory note, dated November 14, 2018, bearing interest
of 14% annually, payable on August 30, 2019, convertible to
common stock
at a discount of 45% of the one lowest
traded price of the common stock during the 25 trading
days prior to the conversion date.
|
40,000
|
-
|
||||||
Convertible notes before debt discount
|
464,112
|
369,900
|
||||||
Less debt discount
|
(65,001
|
)
|
(324,121
|
)
|
||||
Total outstanding convertible notes payable
|
$
|
399,111
|
45,779
|
Years ended
|
||||
December 31, 2019
|
29,640
|
|||
December 31, 2020
|
5,928
|
|||
Total
|
$
|
35,568
|
Year Ended December 31,
2018
|
Year Ended December 31,
2017
|
|||||||
Conversion
Feature
|
Conversion
Feature
|
|||||||
of
|
of
|
|||||||
Notes Payable
|
Notes Payable
|
|||||||
Beginning balance, January 1
|
1,787,063
|
-
|
||||||
Additional issuances
|
288,990
|
1,079,936
|
||||||
Change in value of derivative liability
|
(1,969,024
|
)
|
-
|
|||||
Excess derivative liability expense
|
229,796
|
707,127
|
||||||
Ending balance
|
$
|
336,825
|
$
|
1,787,063
|
|
Year Ended
|
|
December 31, 2018
|
|
|
Expected life in years
|
0.1 - 0.66 years
|
Stock price volatility
|
521.4% - 1,169.3%
|
Discount rate
|
0.12%
|
Expected dividends
|
None
|
Forfeiture rate
|
0%
|
Warrants
|
||||
Outstanding - December 31, 2016
|
1,800
|
|||
Granted
|
1,436
|
|||
Exercised
|
(240
|
)
|
||
Cancelled
|
-
|
|||
Outstanding - December 31, 2017
|
2,996
|
|||
Granted
|
430
|
|||
Exercised
|
-
|
|||
Cancelled
|
-
|
|||
Outstanding - December 31, 2018
|
3,426
|
Variables
|
Values
|
|||
Stock price
|
$
|
0.1000
|
||
Exercise Price
|
$
|
580.10
|
||
Term
|
1.16-2.33 years
|
|||
Risk Free Rate
|
0.25
|
%
|
||
Volatility
|
903.2% - 678.3
|
%
|
2018
|
2017
|
|||||||
Net Operating loss carry forward
|
$
|
1,205,000
|
$
|
1,346,000
|
||||
Derivative expense
|
-
|
375,000
|
||||||
Total
|
1,205,000
|
1,721,000
|
||||||
Valuation allowance
|
(1,205,000
|
)
|
(1,721,000
|
)
|
||||
Total Deferred tax asset
|
$
|
-
|
$
|
-
|
2018 | ||||
Pretax loss at Federal Statutory rate of 21%
|
$
|
2,615,000
|
||
Non-deductable differences (stock based compensation)
|
(1,082,745
|
)
|
||
Change in valuation allowance
|
(983,105
|
)
|
||
Effect of change in federal tax rates due to newly enacted tax statues
|
(549,150
|
)
|
||
Net tax expense (benefit)
|
$
|
-
|
|
2017 | |||
Pretax loss at Federal Statutory rate of 35%
|
$
|
2,585,000
|
||
Non-deductable differences (stock based compensation)
|
(1,166,000
|
)
|
||
Change in valuation allowance
|
(851,000
|
)
|
||
Effect of change in federal tax rates due to newly enacted tax statues
|
(568,000
|
)
|
||
Net tax expense (benefit)
|
$
|
-
|
Name
|
Age
|
Office
|
|
|
|
Michael A. Barron
|
68
|
Chairman of the Board of Directors, Chief Executive Officer
|
Louis M. Schillinger
|
68
|
Director
|
Wanda Witoslawski
|
54
|
Chief Financial Officer
|
Joseph Cosio-Barron
|
70
|
President
|
John McPherson | 69 | Director |
●
|
Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that time.
|
●
|
Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic
violations and other minor offenses.
|
●
|
Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
|
●
|
Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
|
●
|
Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any
self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
●
|
any breach of their duty of loyalty to our company or our stockholders;
|
●
|
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
|
●
|
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the
Delaware General Corporation Law; and
|
●
|
any transaction from which the director derived an improper personal benefit.
|
Name and
|
Share
|
All Other
|
|||||||||||||||||||||
Principal Position
|
Year
|
Salary
|
Bonus
|
Awards
|
Compensation
|
Total
|
|||||||||||||||||
Michael A. Barron
|
2018
|
$
|
0
|
$
|
-
|
$
|
220,030
|
(2
|
)
|
$
|
-
|
$
|
220,030
|
||||||||||
CEO and Chairman
|
2017
|
$
|
27,500
|
$
|
-
|
$
|
55,000
|
(1
|
)
|
$
|
-
|
$
|
82,500
|
||||||||||
Wanda Witoslawski
|
2018
|
$
|
39,589
|
$
|
-
|
$
|
117,310
|
(2
|
)
|
$
|
-
|
$
|
156,899
|
||||||||||
CFO and Treasurer
|
2017
|
$
|
55,917
|
$
|
-
|
$
|
50,000
|
(1
|
)
|
$
|
-
|
$
|
105,917
|
||||||||||
Joseph Cosio-Barron
|
2018
|
$
|
30,980
|
$
|
-
|
$
|
62,366
|
(2
|
)
|
$
|
-
|
$
|
93,346
|
||||||||||
President
|
2017
|
$
|
59,208
|
$
|
-
|
$
|
50,000
|
(1
|
)
|
$
|
-
|
$
|
109,208
|
Name
|
Fees earned
or paid in
cash ($)
|
Stock
awards ($)
|
Option
Awards ($)
|
All
other
compensation ($)
|
Total ($)
|
|||||||||||||||||
Lou Schillinger
|
-
|
21,234
|
(1
|
)
|
-
|
-
|
21,234
|
|||||||||||||||
John McPherson
|
- |
21,234
|
(1 | ) | - |
-
|
21,234
|
Directors and Officers (1)
|
Amount of
Beneficial
Ownership
(2)
|
Percent of
Class
(3)
|
||||||
Michael Barron
|
220,049,484
|
29.6
|
%
|
|||||
Wanda Witoslawski
|
117,324,342
|
15.8
|
%
|
|||||
Joseph Cosio-Barron
|
62,379,631
|
8.4
|
%
|
|||||
John McPherson
|
21,234,490
|
2.9
|
%
|
|||||
Louis Schillinger
|
21,235,623
|
2.9
|
%
|
|||||
|
||||||||
All directors and officers as a group
|
442,223,570
|
59.6
|
%
|
|||||
5% of greater beneficial owners:
|
||||||||
Dianne David
|
60,515,177
|
8.2
|
%
|
|||||
Gilbert Lamphere
|
60,024,375
|
8.1
|
%
|
|||||
BGR Government Affairs
|
70,028,200
|
9.4
|
%
|
(1)
|
The address of each of the beneficial owners is 9480 South Eastern Ave, Suite 205, Las Vegas, Nevada 89123.
|
|
|
(2)
|
In computing the number of shares beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently exercisable, or become exercisable within 60 days are deemed outstanding. However, such shares are not deemed outstanding for purposes of computing the
percentage ownership of any other person.
|
|
|
(3)
|
Based on 742,331,965 shares outstanding as of December 31, 2018.
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
|
3.2
|
||
3.3
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
10.6
|
|
|
10.7
|
||
10.8
|
|
|
10.9
|
||
10.10
|
||
10.11
|
||
10.12
|
||
10.13 | Employment agreement with Joseph Cosio-Barron dated December 15, 2017 (incorporated by reference to Form 10-K filed April 2, 2018) | |
10.14 | Convertible note with BGR Government Affairs, LLC, dated April 30, 2018 | |
10.15 |
|
Convertible note with Albee There Too, LP, dated April 20, 2018 |
10.16 | Convertible note with L2 Capital, LLC, dated April 17, 2018 | |
10.17 | Convertible note with GPL Ventures LLC, dated January 5, 2018 | |
10.18
|
||
21
|
||
31.1
|
||
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
|
|
|
EX-101.INS | XBRL Instance Document ** | |
EX-101.SCH | XBRL Taxonomy Extension Schema Document ** | |
EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase ** | |
EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase ** | |
EX-101.LAB | XBRL Taxonomy Extension Labels Linkbase ** | |
EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase ** |
|
|
|
LAS VEGAS XPRESS, INC. |
By:
|
/
s/Michael A.
Barron
|
|
Michael A. Barron, Chief Executive Officer
Principal Executive Officer
|
Name
|
|
Title
|
|
Date
|
/
s/Michael A. Barron
Michael A. Barron
|
|
Chief Executive Officer, President and Chairman (principal executive officer)
|
|
April 15, 2019
|
|
|
|
|
|
|
|
|
|
|
/s/Wanda
Witoslawski
Wanda Witoslawski
|
|
Chief Financial Officer (principal financial and accounting officer)
|
|
April 15, 2019
|
|
|
|
|
|
|
|
|
|
|
/s/John McPherson
|
|
Director
|
April 15, 2019
|
|
John McPherson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/
s/Louis M. Schillinger
|
|
Director
|
|
April 15, 2019
|
Louis M. Schillinger
|
|
|
|
|
|
Principal Amount: $50,000 |
Issue Date
: 04/30/2018
Maturity
Date: 04/30/2019
|
Principal
Amount:
$50,000
|
Issue Date: 4/20/2018
|
Maturity Date: 4/19/2019 |
Principal Amount: $75,000.00 | Issue Date: April 17, 2018 |
Principal Amount
:
$1
5
0,000.00
|
Issue Date: January 5, 2018 |
|
Maturity Date: July 5, 2018 |
Principal Amount: $40,000.00 | Purchase Price: $40,000.00 |
Prepayment Period | Prepayment Percentage | |||
1. The period beginning on the Issue Date and ending onehundred eighty (180) days following the Issue Date. | 165 | % |
/s/ Michael A. Barron
Michael A. Barron
Chief Executive Officer
|
/s/ Wanda Witoslawski
Wanda Witoslawski
Chief Financial Officer
|