1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
MEMBRADO MICHAEL M | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | o | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
SC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
61,365,833[*] | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
61,365,833[**] | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
61,365,833 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
8.6[***]%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IN | |||||
Item 1. | Security and Issuer |
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. |
Item 2. | Identity and Background |
(a) | The name of the reporting person is Michael M. Membrado (the “Reporting Person”). 8% of the Reporting Person’s voting and dispositive power derives through 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. The balance derives through 3,907,500 shares owned directly by the Reporting Person. |
(b) | 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. |
(c) | 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. |
(d) | The Reporting Person has not been convicted in any criminal proceedings during the last five years. |
(e) | The Reporting Person has not been a party to any civil proceedings during the last five years. |
(f) | The Reporting Person is a citizen of the United States of America. Sweet Swing Holdings, LLC, through which the Reporting Person indirectly owns 8% of the shares of Common Stock representing his current total beneficial ownership, is domiciled in the State of New York. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
The Reporting Person acquired 0.6% of the Common Stock representing his current total beneficial ownership 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 the remaining 8% of the Common Stock representing his current total beneficial ownership through an exchange of securities issued as part of the 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. |
Item 4. |
Purpose
of Transaction
|
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. |
(a) | Not Applicable |
(b) | Not Applicable |
(c) | Not Applicable |
(d) | Not Applicable |
(e) | Not Applicable |
(f) | Not Applicable |
(g) | Not Applicable |
(h) | Not Applicable |
(i) | Not Applicable |
(j) | Not Applicable |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | The Reporting Person beneficially owns an aggregate of 61,365,833 shares of Common Stock, representing 8.6% of the outstanding shares of Common Stock as of the date hereof (based on the Issuer having had a total of 714,945,811 shares of Common Stock issued and outstanding). |
(b) | 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. |
(c) | The 57,458,333 shares of Common Stock reported herein were acquired by the Reporting Person from the Issuer on December 24, 2018. |
| Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
| December 24, 2018 | 57,458,333 | Not Applicable |
(d) | 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. |
(e) | Not Applicable |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
None |
Item 7. |
Material
to Be Filed as Exhibits
|
Exhibit 1 – Securities Exchange Agreement, dated December 24, 2018, by and between Findex.com, Inc. and Sweet Swing Holdings, LLC. |
January 11, 2019 | By: |
/s/
Michael Membrado | |