4M Carbon Fiber (FMCF) 10-Q 20 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	9 Months Ended
	Sep. 30, 2018	Nov. 09, 2018	Jun. 30, 2018
Document and Entity Information:
Entity Registrant Name	4M Carbon Fiber Corp.
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Trading Symbol	fmcf
Amendment Flag	false
Entity Central Index Key	1,635,965
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		77,701,891
Entity Public Float			$ 0
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Assets
Cash	$ 1,312,152	$ 1,309,573
Accounts receivables, net of allowance for doubtful accounts of $0 and $0, respectively	566	566
Prepaid insurance	13,942
Prepaid Expense, Current	150,000	150,000
Total current assets	1,476,660	1,460,139
Computer Hardware	2,332	2,332
Equipment	696,025	696,025
Website and presentation templates	12,825	12,825
Leasehold improvments	96,605	96,605
Total fixed assets	807,787	807,787
Accumulated depreciation and amortization	(176,388)	(124,176)
Property and equipment, net of accumulated depreciation	631,399	683,611
Total assets	2,108,059	2,143,750
Liabilities and Stockholders' Deficit
Accounts payable	696,778	416,364
Accrued expenses and other liabilities	8,709	58,013
Deferred sales	11,368	11,368
Notes payable - related parties	278,000	278,000
Current portion of notes payable	350,583	350,583
Total current liabilities	1,345,439	1,114,328
Convertible debentures	20,000	90,000
Total long-term liabilities	20,000	90,000
Total liabilities	1,365,439	1,204,328
Stockholders' deficit:
Common stock, $0.0001 par value, Authorized 250,000,000 shares, 77,362,782 and 72,793,709 shares issued and outstanding at December 31, 2017 and 2016, respectively	7,736	7,279
Additional paid-in capital	5,888,962	$ 2,636,902
Stock to be issued		522,500
Subscriptions receivable	(104,400)	$ (104,400)
Treasury Stock, at cost, 3,664,641 and 3,664,641 shares respectively	(100,000)	(100,000)
Retained earnings	(4,949,678)	(2,022,859)
Total stockholders' deficit	742,620	939,422
Total liabilities and stockholders' deficit	$ 2,108,059	$ 2,143,750

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Stockholders equity:
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, authorized	25,000,000	25,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized shares	250,000,000	250,000,000
Common stock, issued shares	77,362,782	72,793,709
Common stock, outstanding shares	77,362,782	72,793,709
Treasury Stock	3,664,641	3,664,641

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended	21 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2018
Income Statement
Revenue			$ 154,206
Cost of Revenue
Gross Profit(Loss)			154,206
Operating Expenses
Selling expenses	$ 10,493			$ 11,740
General and administrative	817,721	$ 374,301	872,791	2,834,457
Depreciation and amortization	17,404	21,564	45,223	52,212
Total Operating Expenses	845,618	395,865	918,014	2,898,409
(Loss)/Gain from continuing operations	(845,618)	(395,865)	(763,808)	(2,898,409)
Other (Income) Expense
Interest	10,749	9,948	28,941	28,410
Net (income) loss from discontinued operations			5,198
Total Other (Income) Expense	10,749	9,948	34,139	28,410
Net Income (loss)	$ (856,367)	$ (405,813)	$ (797,947)	$ (2,926,819)
Earnings Per Share
Earnings Per Share, Basic and Diluted	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.04)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Statement of Cash Flows
Net income (loss)	$ (2,926,819)	$ (797,947)
Depreciation and amortization	52,212	45,223
Common stock issued for services	1,040,945
Accounts receivable		(566)
Recognition of Deferred Revenue		11,368
Prepaid expenses and other assets	(13,942)
Accounts payable and accrued expenses	231,111	71,613
Net cash (used) in/provided by operating activities	1,310,326	127,638
Aquisition of treasury stock		(100,000)
Purchase of property and equipment		(96,487)
Net cash provided by (used) in investing activities		(196,487)
Proceeds from Contributed Capital		190,000
Proceeds from (Repayments of) Related Party Debt		200,000
Proceeds from Issuance of Common Stock	1,619,072	634,500
Net cash (used) in or provided by financing activities	1,619,072	1,114,500
Net change in cash	2,579	247,704
Cash, beginning of period	1,309,573	50,993
Cash, end of period	1,312,152	$ 298,697
Cash paid for interest	79,928
Conversion of convertible debt to equity	$ 70,000

Nature of Business and History

Nature of Business and History of The Company	9 Months Ended
	Sep. 30, 2018
Notes
Nature of Business and History of The Company	1. Organization and Nature of Operations Corporate History The Company was incorporated under the name Woodland Holdings Corp. (“ Woodland CWC PSM T2 TinyDial Subsidiaries On August 13, 2015, CWC’s Board of Directors formally approved a plan whereby Woodland and its wholly-owned subsidiaries were to be spun off in their entirety. On October 14, 2015, the Securities and Exchange Commission (the “ SEC Record Date Divestment Simultaneously with the consummation of the Transaction (as defined below), on March 31, 2017, the Company sold 100% of the outstanding membership interests of the Company’s Subsidiaries to Enversa Companies, LLC for cash consideration of $1.00. At the time of the sale, the Subsidiaries had substantially ceased all operations and had no active customers or employees. Change in Control On March 31, 2017, Scott N. Beck (the Company’s then Chief Executive Officer and Chairman), V. Chase McCrea III (the Company’s then Chief Financial Officer), Marc Blumberg (a then member of the Board of Directors), IU Holdings II, GP, Inc., and Opal Capital, LLC, among others, (collectively, the “Selling Stockholders”) entered into a Stock Purchase Agreement, dated March 31, 2017 (the “Agreement”), with 4M Industrial Oxidation, LLC, a Tennessee limited liability company (“4MIO”), pursuant to which 4MIO purchased from the Selling Stockholders an aggregate of 3,664,641 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company, representing approximately 78.7% of the then issued and outstanding shares of Common Stock of the Company and substantially all of the shares of Common Stock of the Company held by the Selling Stockholders, in consideration for $100,000, or approximately $0.025 per share (the “Transaction”). The foregoing sale of Common Stock by the Selling Stockholders resulted in a change in control of the Company. Simultaneously with the consummation of the Transaction, the following actions occurred: · Scott Beck, V. Chase McCrea III and Marc Blumberg resigned from all of their positions with the Company and Joshua M. Kimmel was appointed as the Company’s Chief Executive Officer and President and as a member to the Board of Directors of the Company; · Scott Beck relinquished his security interest in the Company’s assets, pursuant to that certain Promissory Note, dated as of March 30, 2011, between the Company and Mr. Beck (the “Note”). Mr. Beck also released the Company from responsibility for any accrued but unpaid interest and late fees accrued on the Note. · Simultaneous with the resignations of Messrs. Beck, McCrea, and Blumberg, Joshua Kimmel was appointed as President, CEO, and sole Director of Woodland Holdings Corp. to complete the merger with 4MIO. Reverse Merger On April 6, 2017, the Company entered into an Agreement and Plan of Merger, dated April 6, 2017 (the “ Merger Agreement Merger Sub 4MIO Reverse Merger Pursuant to the Merger Agreement, Merger Sub merged with and into 4MIO, with 4MIO being the surviving company and resulting in 4MIO becoming a wholly-owned subsidiary of the Company. The Reverse Merger was intended to constitute a tax-free reorganization within the meaning of Section 368 of the United States Internal Revenue Code of 1986, as amended. In the Reverse Merger, the members of 4MIO exchanged their membership interests of 4MIO, representing 100% of the outstanding membership interests of 4MIO, for aggregate of 55 million (55,000,000) shares of Common Stock of the Company which represented approximately 78.46% of the shares of Common Stock of the Company based on an aggregate of 70,096,470 shares of Common Stock outstanding upon consummation of the Merger. On April 4, 2017, the Board of Directors of the Company appointed Rodney G. Grubb as the Chairman of the Board, and Dr. Truman A. Bonds and Douglas D. Mentzer as directors. Each director serves for a period of one year, until the next annual stockholders’ meeting and their respective successors are elected and qualified or upon their earlier resignation or removal: On April 4, 2017, the Board appointed the following persons as executive officers of the Company, to serve at the pleasure of the Board until their successors are appointed or upon their earlier resignation or removal: Name: Office: Erwin W. Vahlsing, Jr. Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Rodney G. Grubb Chief Operating Officer Dr. Truman A. Bonds Chief Technology Officer On March 28, 2018, the Board of Directors of the Company appointed Mr. Paresh Chari as a member of the Board, to serve until the next annual stockholders meeting and until his replacement is elected and qualified. On May 1, 2018, the Board of Directors of the Company appointed Robert M. Klawonn as the Chief Executive Officer of the Company, effective immediately. Mr. Klawonn replaced Joshua M. Kimmel as Chief Executive Officer. Mr. Kimmel remains the Company’s President and a member of the Board of Directors. On July 24, 2018, the Board of Directors of the Company appointed Garo Artinian to the Board of Directors. Recapitalization On April 24, 2017, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Delaware thereby to increase the authorized amount of Common Stock of the Company from 100 Million (100,000,000) shares to 250 Million (250,000,000) shares; (ii) reduce the par value of the Common Stock from $0.01 to $0.0001 per share, and (iii) authorize 25,000 shares of “blank check” preferred stock, par value $0.0001 per share (“ Preferred Stock Name Change On February 20, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Delaware Secretary of State thereby changing the name of the Company to 4M Carbon Fiber Corp. (the “ Name Change DGCL Strategic ‘Pivot’ from Hardware Sales to Carbon Fiber Producer In late 2017, 4M began working on a new business model of carbon fiber production instead of selling the equipment and licensing technology. Plasma Oxidation offers significant benefits to the user, and as a result 4M began planning a shift of strategy from one of a hardware supplier / licensor to that of a low-cost carbon fiber producer. 4M began communicating this strategy to carbon fiber manufacturers and industry participants in late 2017.

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2018
Notes
Basis of Presentation	Basis of Presentation The financial statements of the Company have been prepared in accordance with US GAAP and are expressed in U.S. dollars. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year end is December 31.

Basis of Consolidation

Basis of Consolidation	9 Months Ended
	Sep. 30, 2018
Notes
Basis of Consolidation	1. Basis of Presentation Interim Unaudited Consolidated Financial Statements The unaudited interim consolidated financial statements of 4M Carbon Fiber Corporation (the “Company,” “4MCF,” “we,” “our” or “us”) as of September 30, 2018 and for the three and nine-month periods ended September 30, 2018 and 2017 contained in this Quarterly Report (collectively, the “Unaudited Interim Consolidated Financial Statements”) were prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for all periods presented. The results of operations for the nine-month period ended September 30, 2018 are not necessarily indicative of the results that may be expected for the entire fiscal year. The accompanying Unaudited Interim Consolidated Financial Statements have been prepared in accordance with the regulations for interim financial information of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited accompanying statements of financial condition and related interim statements of operations, cash flows, and stockholders’ deficit include all adjustments (which consist only of normal and recurring adjustments) considered necessary for a fair presentation in conformity with U.S. GAAP. These Unaudited Interim Consolidated Financial Statements should be read in conjunction with the 4M Carbon Fiber Corp. consolidated financial statements as of and for the year ended December 31, 2017, as filed with the SEC on Form 10-K. The financial statements of the Company have been prepared in accordance with US GAAP and are expressed in U.S. dollars. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year end is December 31.

Reclassifications

Reclassifications	9 Months Ended
	Sep. 30, 2018
Notes
Reclassifications	Reclassification Certain reclassifications have been made to conform the prior period data to the current presentation. These reclassifications had no effect on reported net loss.

Cash and Cash Equivalents

Cash and Cash Equivalents	9 Months Ended
	Sep. 30, 2018
Notes
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of the statement of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents. At September 30, 2018, the Company had one bank account that exceeded the $250,000 FDIC limit. The Company has begun the process of opening additional accounts to mitigate the risk of loss, and provide additional benefits and bank flexibility.

Accounts Receivable and Allowan

Accounts Receivable and Allowance For Doubtful Accounts	9 Months Ended
	Sep. 30, 2018
Notes
Accounts Receivable and Allowance For Doubtful Accounts	Accounts receivable and concentration of credit risk The Company currently offers specialized testing services to various carbon fiber manufacturers and companies utilizing carbon fiber to evaluate the efficacy of the technology on their particular products and product lines. The Company typically requires an upfront fee prior to setup and operation of the test runs. At times, some accounts utilize more than the anticipated resources and additional services are invoiced after the fact. This has minimized the risk of default in the collection of accounts receivable. Allowance for doubtful accounts The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts and the aging of the accounts receivable. The Company regularly reviews the adequacy of the Company’s allowance for doubtful accounts through identification of specific receivables where it is expected that payments will not be received. The Company also establishes an unallocated reserve that is applied to all amounts that are not specifically identified. In determining specific receivables where collections may not have been received, the Company reviews past due receivables and gives consideration to prior collection history and changes in the customer’s overall business condition. The allowance for doubtful accounts reflects the Company’s best estimate as of the reporting dates. At September 30, 2018 and December 31, 2017, the Company had an allowance for bad debts in the amount of $0 and $0, respectively.

Revenue Recognition

Revenue Recognition	9 Months Ended
	Sep. 30, 2018
Notes
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with ASC-605, “Revenue Recognition,” which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or title has passed; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Revenues are recognized (a) for larger construction type projects based on the percentage of completion method; or (b) for direct sales of products, upon shipment, provided that a signed purchase order has been received, the price is fixed, title has transferred, collection of resulting receivables is reasonably assured, and there are no remaining significant obligations. Reserves for sales returns and allowances, based on historical levels of returns and discounts, current economic trends and changes in customer demand. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Use of Estimates

Use of Estimates	9 Months Ended
	Sep. 30, 2018
Notes
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Earnings (loss) Per Common Shar

Earnings (loss) Per Common Share	9 Months Ended
	Sep. 30, 2018
Notes
Earnings (loss) Per Common Share	Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. There were dilutive potential securities as of September 30, 2018 in the form of convertible debt (see Note 5), however, due to the Company’s loss their effect on EPS was anti-dilutive and therefor did not affect the EPS calculation.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2018
Notes
Fair Value of Financial Instruments	) Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company did not have any Level 2 or Level 3 assets or liabilities as of September 30, 2018, with the exception of its notes payable. The carrying amounts of these liabilities at September 30, 2018 approximate their respective fair value based on the Company’s incremental borrowing rate. Cash is considered to be highly liquid and easily tradable as of September 30, 2018 and therefore classified as Level 1 within our fair value hierarchy. In addition, FASB ASC 825-10-25 Fair Value Option, or ASC 825-10-25, was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments

Business Combinations

Business Combinations	9 Months Ended
	Sep. 30, 2018
Notes
Business Combinations	1. Acquisition of 4M Industrial Oxidation, LLC. On April 6, 2017, the Company entered into an Agreement and Plan of Merger, dated April 6, 2017 (the “Merger Agreement”) with an effective date of April 1, 2017, with 4MIO Merger Sub, LLC, a Tennessee limited liability company and wholly-owned subsidiary of the Company (the “Merger Sub”), and 4MIO, for the purposes of consummating a reverse merger (the “Merger”). Pursuant to the Merger Agreement, Merger Sub merged with and into 4MIO, with 4MIO being the surviving company and resulting in 4MIO becoming a wholly-owned subsidiary of the Company. The Merger was intended to constitute a tax-free reorganization within the meaning of Section 368 of the United States Internal Revenue Code of 1986, as amended. In the Merger, the members of 4MIO exchanged their membership interests of 4MIO, representing 100% of the outstanding membership interests of 4MIO, for an aggregate of 55 million (55,000,000) shares of Common Stock of the Company which represented approximately 78.46% of the shares of Common Stock of the Company based on an aggregate of 70,096,470 shares of Common Stock outstanding upon consummation of the Merger. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: ASSETS: Current assets $ 319,983 Property & equipment 603,949 Furniture & fixtures 11,854 Leasehold improvements 73,127 Total $ 1,008,913 LIABILITIES: Current liabilities $ 388,086 Net purchase price $ 620,827

Legal Matters

Legal Matters	9 Months Ended
	Sep. 30, 2018
Notes
Legal Matters	1. Commitments and Contingencies Litigation The Company may, from time to time, become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is currently not aware of any such legal proceedings that it believes will have, individually or in the aggregate, a material adverse effect on its business.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2018
Notes
Income Taxes	1. Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Deferred income tax assets as of September 30, 2018 and December 31, 2017 of $1,016,279 and $525,943, respectively, resulting from net operating losses and future amortization deductions, have been fully offset by valuation allowances. The valuation allowances have been established equal to the full amounts of the deferred tax assets, as the Company is not assured that it is more likely than not that these benefits will be realized. Reconciliation between the statutory United States corporate income tax rate (21%) and the effective income tax rates based on continuing operations is as follows: September 30, 2018 December 31, 2017 Income tax benefit at Federal statutory rate of 21% $ (396,039) $ (325,807) State Income tax benefit, net of Federal effect (94,295) (77,573) Permanent and other differences 439,278 - Change in valuation allowance 51,056 403,380 Total $ - $ - Components of deferred tax assets were approximately as follows: September 30, 2018 December 31, 2017 Net operating loss $ 1,016,279 $ 525,945 Asset impairment - - Valuation allowance (1,016,279) (525,945) Total $ - $ - At December 31, 2017, the Company has available net operating losses of approximately $3,908,764 which may be carried forward to apply against future taxable income. These losses will begin to expire in 2032. Deferred tax assets related to these losses have not been recorded due to uncertainty regarding their utilization. The provisions of ASC 740 require companies to recognize in their financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense. The Company has not filed its applicable Federal and State tax returns for the year ended December 31, 2017. The Company has filed returns for 2017. The Company entered into a share exchange agreement during fiscal year 2017, as a result, pursuant to Internal Revenue Code Section 382, the amount of future taxable income that can be offset by pre-share exchange agreement net operating losses may be limited. The deferred tax asset derived from these tax loss carry-forwards have been included in consolidated deferred tax assets- net operating loss carry-forwards, and a full valuation allowance has been established since it is not more likely than not that such benefits will be recovered.

Equity

Equity	9 Months Ended
	Sep. 30, 2018
Equity:
Stockholders' Equity Note Disclosure	1. Stockholders’ Equity Where applicable, all common share numbers have been restated to retroactively reflect, the acquisition of 4M by Woodland on April 6, 2017. a) Authorized Authorized capital stock consists of: · · 25 b) Share Issuances In January 2016, the Company issued 4,655,338 shares to the shareholders of CornerWorld Corporation in connection with CornerWorld’s spin out of the Woodland operating subsidiary. Simultaneously, CornerWorld surrendered its 100 shares (100%) equity back to the Company resulting in the issued and outstanding shares of the Company being 4,655,338 shares of common stock. · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · As of September 30, 2018, and December 31, 2017, there were 77,362,782 and 72,793,709 shares of common stock issued and outstanding, respectively.

Related Party Disclosures

Related Party Disclosures	9 Months Ended
	Sep. 30, 2018
Related Party Disclosures:
Related Party Transactions Disclosure	1. Related Party Transactions Prior to the reverse merger of 4MIO with Woodland Holdings Corp. on April 6, 2017, approximately 95% of outstanding membership interests of 4MIO were owned by Remaxco Technologies, Inc. (“RMX”). As a result, there are certain transactions between the companies which are disclosed below as well as other places in these footnotes (see Footnote 4). In January 2016, the Company reclassified a Note Receivable of $150,000 due from RMX to Prepaid Licensing Fees. This reclassification reflects a portion of the expected royalties that are to be paid to RMX and ORNL once the Plasma Oxidation ovens equipped with the technology begin to ship. Since the strategic pivot away from selling hardware to one of carbon fiber production, these prepaid amounts will be applied against future license fees payable. Notes Payable to Related Parties On the following dates, the Company entered into individual eighteen-month promissory note agreements for an aggregate principal amount of $278,000 with a company of which our COO is a member. Pursuant to the agreement, the loans bear interest at 10% per annum. Date Amount 03/04/16 $ 50,000 03/11/16 50,000 09/30/16 58,000 10/05/16 60,000 10/20/16 60,000 Total $ 278,000 The maturity amounts of the notes has been extended to December 31, 2018.

Debt

Debt	9 Months Ended
	Sep. 30, 2018
Debt:
Short-term Debt	1. Notes Payable Notes Payable, others: The Company owed $200,584 and $200,584 at September 30, 2018 and December 31, 2017, respectively, to a formerly related party and now an affiliate. The relationship ceased to exist when 4MIO was merged into 4M Carbon Fiber, formerly Woodland Holdings. During the year ended December 31, 2015, the Company had through its 4MIO subsidiary borrowed $150,000 in 2-year notes issued to an accredited investor. The notes due dates have been extended to December 31, 2018. During the nine months ended September 30, 2018 and 2017, the Company made no repayments of notes, and paid $79,928 of accrued interest in the period ended September 30, 2018. At September 30, 2018 and December 31, 2017, the Company has accrued interest of $8,709 and $58,012, respectively. Convertible debt In September 2017, the Company entered into four, two-year convertible debentures, totaling $90,000 with four accredited investors. The debentures are convertible at the higher of (a) 80% of the market price on the date of conversion or (b) $2.00 per share. The notes carry interest at eight percent (8%) per annum. Date September 30, 2018 December 31, 2017 September 7, 2017 $20,000 $20,000 September 13, 2017 - $20,000 September 19, 2017 - $40,000 September 22, 2017 - $10,000 Total $20,000 $90,000 The Company computed the Beneficial Conversion Feature to determine any debt discount. The computations indicated that no discount adjustment was required. At September 30, 2018 and December 31, 2017 convertible notes and debentures consisted of the following: September 30, 2018 December 31, 2017 Convertible notes payable $ 20,000 $ 90,000 Unamortized debt discount (-) (-) Carrying amount $ 20,000 $ 90,000 Less: current portion (-) (-) Long-term convertible notes, net $ 20,000 $ 90,000

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Notes
Subsequent Events	1. Subsequent Events We have evaluated subsequent events through the date of issuance of the unaudited condensed consolidated financial statements, and below are the material recognizable subsequent events. o On October 1, 2018, the Company issued 55,556 shares of common stock at a price of $0.90 per share to an accredited investor in consideration of a cash investment of $50,400. o On October 1, 2018, the Company issued 5,000 shares of common stock at a price of $0.90 per share to a consultant for services rendered. The Company recorded $4,500 as consulting expense. o On October 2, 2018, the Company issued 7,000 shares of common stock at a price of $0.90 per share to a consultant for services rendered. The Company recorded $6,300 as consulting expense. o On October 2, 2018, the Company issued 11,111 shares of common stock at a price of $0.90 per share to an employee and recorded compensation expense of $10,000. o On October 4, 2018, the Company issued 28,000 shares of common stock at a price of $0.90 per share to an accredited investor in consideration of a cash investment of $25,200. o On October 5, 2018, the Company issued 28,000 shares of common stock at a price of $0.90 per share to an accredited investor in consideration of a cash investment of $25,200. o On October 17, 2018, the Company issued 27,777 shares of common stock at a price of $0.90 per share to an accredited investor in consideration of a cash investment of $25,000. o On October 19, 2018, the Company issued 27,777 shares of common stock at a price of $0.90 per share to an accredited investor in consideration of a cash investment of $25,000. o On October 22, 2018, the Company issued 55,555 shares of common stock at a price of $0.90 per share to an accredited investor in consideration of a cash investment of $50,000. o On October 22, 2018, the Company issued 10,000 shares of common stock at a price of $0.90 per share to an accredited investor in consideration of a cash investment of $9,000. o On October 22, 2018, the Company issued 27,777 shares of common stock at a price of $0.90 per share to an accredited investor in consideration of a cash investment of $25,000. o On October 22, 2018, the Company issued 55,556 shares of common stock at a price of $0.90 per share to an accredited investor in consideration of a cash investment of $50,000.