Nevada | 32-0252180 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
106 Glenwood Drive Liverpool, New York | 13090 | |
(Address of principal executive offices) | (Zip Code) |
☐ | Large accelerated filer | ☐ | Accelerated filer |
☐ | Non-accelerated filer | ☑ | Smaller reporting company |
PART I | ||||
Item 1. | Business | 4 | ||
Item 1A. | Risk Factors | 7 | ||
Item 1B. | Unresolved Staff Comments | 7 | ||
Item 2. | Properties | 7 | ||
Item 3. | Legal Proceedings | 7 | ||
Item 4. | Mine Safety Disclosures | 7 | ||
PART II | ||||
Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 10 | ||
Item 6. | Selected Financial Data | 10 | ||
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 10 | ||
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk` | 10 | ||
Item 8. | Financial Statements and Supplementary Data | 14 | ||
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 28 | ||
Item 9A. | Controls and Procedures | 28 | ||
Item 9B. | Other Information | 28 | ||
PART III | ||||
Item 10. | Directors, Executive Officers and Corporate Governance | 29 | ||
Item 11. | Executive Compensation | 31 | ||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 32 | ||
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 33 | ||
Item 14. | Principal Accounting Fees and Services | 33 | ||
PART IV | ||||
Item 15. | Exhibits, Financial Statement Schedules | 34 | ||
SIGNATURES | 35 |
All State Properties L.P., a limited partnership (the “Partnership”) was organized under the Revised Uniform Limited Partnership Act of Delaware on April 27, 1984 to conduct the business formerly carried on by its predecessor corporation, All State Properties, Inc. (the “Corporation”); and together with the Partnership, the “Company”. In March 2007 Hubei Longdan (Delaware), Inc. (“Longdan Delaware” and “Subsidiary”) was organized under the laws of the State of Delaware as a wholly-owned subsidiary of the Company. Longdan Delaware had only nominal assets and no liabilities and had conducted no activities except in connection with the transactions contemplated by the Acquisition Agreement. The Company together with Longdan Delaware referred to herein as the “Registrant”. Pursuant to a Plan of Liquidation adopted by shareholders of the Corporation on September 30, 1984, the Corporation transferred substantially all of its assets to the Partnership, and the Corporation distributed such limited partnership interests to its shareholders. The Registrant was engaged since inception in land development and the construction and sale of residential housing in various parts of the eastern United States and in Argentina with its most recent transactions being in Florida.
Since August 1999, the Company’s only business has been the ownership of a member interest of approximately 35% in Tunicom LLC, a Florida limited liability company (“Tunicom”). An affiliate of Tunicom was engaged in the ownership and operation of an adult rental apartment complex until the sale of the apartment complex in August 2000. Since that time, Tunicom’s only business was activities relating to its attempts to sell its only remaining asset, five acres of commercial and residential land in Broward County, Florida (the “Remaining Property”). For a description of the sale of the Remaining Property by Tunicom and the liquidating distribution by the Company, see Item 1(b)(i). Following the completion of the transactions described in Item 1(b)(ii) the Company became a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) because it has no or nominal operations and no or nominal assets (other than cash). In March 2007, the Company entered into an Acquisition Agreement which contemplates a reverse merger with a private operating Chinese pharmaceutical company provided that certain conditions are satisfied, including approval of the transaction by its partners (See Item 1(b)(ii)).
On November 2, 2007, the Company terminated the Acquisition Agreement based on the breach of its terms by Longdan.
On December 20, 2007, Belmont Partners, LLC (“Belmont”), a Virginia limited liability company, entered into an agreement (the “Agreement”) with the Company and Stanley R. Rosenthal, an individual resident of the State of Florida ("Rosenthal").
On March 3, 2008, Greenwich Holdings LLC (“Greenwich”), a New York limited liability company, entered into a purchase agreement (the “Purchase Agreement”) with the Company and Joseph Meuse, as General Partner of the Company and a Managing Member of Belmont Partners, LLC (“Belmont”), a Virginia limited liability company.
Under the terms of the Purchase Agreement, Belmont (the “Seller”), sold to Greenwich (the “Buyer”) fifty and one one-thousandth percent (50.001%) of the issued and outstanding partnership units (“Units”), which shall be not more than nine million Units (9,000,000) of the Company for one hundred eighty eight thousand U.S. dollars ($188,000.00). In conjunction with the Agreement, brokers in the transaction received 1,150,000 units and Garry McHenry received 200,000 units as compensation as the new general partner. Greenwich then received their 50.001% or 4,471,000 Units of the Company. As of March 31, 2008, the outstanding Units issued totaled 8,809,065.
On May 29, 2008, our predecessor, All State Properties, L.P., a Delaware limited partnership (“ASP”), and All State Properties Holdings, Inc., a Nevada corporation and wholly-owned subsidiary of ASP (“ASPH”), entered into an Agreement and Plan of Merger. On May 29, 2008, ASP merged with and into ASPH, so that ASP and ASPH became a single corporation named All State Properties Holdings, Inc. (the “Surviving Corporation”), which is a corporation and exists under, and is governed by, the laws of the State of Nevada (the “Merger”).
As a result of the Merger, all of the assets, property, rights, privileges, powers and franchises of ASP became vested in, held and enjoyed by the Surviving Corporation, the Surviving Corporation assumed all of the obligations of ASP and we changed our name from “All State Properties, L.P.” to “All State Properties Holdings, Inc.”
Upon the effectiveness and as a result of the Merger, the Certificate of Incorporation and By-laws of ASPH became the Certificate of Incorporation and By-laws of the Surviving Corporation.
In addition, each share of common stock of ASP that was issued and outstanding immediately prior to the Merger was converted into 1 issued and outstanding share of common stock of the Surviving Corporation (“Common Stock”), so that the holders of all of the issued and outstanding shares of common stock of ASP immediately prior to the Merger are the holders of Common Stock of the Surviving Corporation. All shares of ASPH owned by ASP immediately prior to the Merger were surrendered to the Surviving Corporation and cancelled.
All State Properties Holdings, Inc. was incorporated under the laws of the State of Nevada on April 24, 2008. All State Properties Holdings, Inc. is to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business. The company not commenced planned principal operations. The Company has a June 30 year end. As of June 30, 2016, the issued and outstanding shares of common stock totaled 2,964,181,540.
(i) Remaining Property Sale
On December 19, 2006, Tunicom sold the Remaining Property and thereafter distributed the net sales proceeds to its members, including the Company, as a final liquidating distribution. After payment of certain debt and after setting aside a reserve for expenses, the Company distributed the remaining cash to its partners. Following the distribution, the Company has no assets.
(ii) Acquisition Agreement
The Company had been negotiating a definitive agreement with Hubei Longdan Biological Medicine Technology Co., Ltd. (“Longdan”), a company organized under the laws of the People’s Republic of China (the “PRC”), pursuant to which the Company would issue approximately eighty nine percent (89%) of its capital stock to Longdan’s shareholders in return for acquisition of the business of Longdan (the “Acquisition”). Longdan is engaged in the marketing and sale of pharmaceutical products in the PRC.
On March 14, 2007, the Company, Longdan Delaware, Longdan and Longdan International Inc., a corporation formed under the laws of Nevis (“Longdan International”), entered into an Acquisition Agreement (the “Acquisition Agreement”) pursuant to which the Company will acquire Longdan International and an indirect interest in Longdan and the shareholders of Longdan International will acquire a controlling interest in the Company.
Under the terms of the Acquisition Agreement, it is contemplated that the Company will convert from a Delaware limited partnership to a newly-formed Delaware corporation to be called Longdan International Holdings, Inc. (“LIH”) and Longdan International will merge with and into Longdan Delaware. At the Merger Effective Time (as defined in the Acquisition Agreement), the shareholders of Longdan will be issued shares representing approximately eighty nine percent (89%) of the capital stock of the Company and the Company’s shareholders will hold shares representing approximately eleven percent (11%) of the capital stock of the Company, in each case, on an “as if converted basis”.
Longdan had agreed to pay all costs associated with the Acquisition, including legal fees incurred in connection with the related corporate law transactions and required filings under the securities laws, and had also agreed to pay for any costs incurred by the Company in connection with maintaining its registration under the Securities Exchange Act of 1934, as amended, after June 30, 2007.
On October 31, 2007 Longdan advised the Company that it will not fulfill its contractual commitment to pay these expenses. Accordingly, by its letter to Longdan dated November 2, 2007, All-State terminated the Acquisition Agreement based on this breach.
(iii) Other Agreements
On December 20, 2007, Belmont Partners, LLC (“Belmont”), a Virginia limited liability company, entered into an agreement (the “Agreement”) with the Company and Stanley R. Rosenthal, an individual resident of the State of Florida ("Rosenthal").
Under the terms of the Agreement, Belmont has agreed to pay to the Company the sum of Twenty Two Thousand Dollars ($22,000.00) (the “Loan”). As consideration for the Loan, the Company and Rosenthal have agreed to grant Belmont a promissory note to repay the Loan, Rosenthal has agreed to resign as the General Partner of the Company and Joseph Meuse will be appointed the General Partner. In addition, Belmont shall pay for the reasonable legal costs and expenses incurred by the Company and Rosenthal in connection with this Agreement and all related agreements and transactions contemplated by the Agreement up to an amount not to exceed Ten Thousand Dollars ($10,000) in the aggregate (the “Legal Expenses”). To the extent Belmont pays any Legal Expenses in accordance with the above, the Company agrees that any such amount shall be added to the Loan as additional principal thereunder. Immediately upon execution of this Agreement, Belmont loaned to the Company four thousand dollars ($4,000.00) to be applied against the Legal Expenses.
In fiscal 2008, Stanley Rosenthal and Richard Astley surrendered 100,000 and 29,950 partnership units, respectively, back to the company. The return of the units was related to the dismissal of notes receivable in fiscal 2007. The notes receivable were non-recourse and payable solely from the Company’s distributions.
On February 28, 2008, Greenwich Holdings, LLC (“Greenwich”), a New York limited liability company, entered into an agreement (the “Agreement”) with Belmont Partners, LLC, a Virginia limited liability company (“Belmont”),
Under the terms of the Agreement, Greenwich has agreed to purchase a control block in All-State Properties L.P., a Delaware limited partnership (the “Company” or “ASP”) consisting of approximately fifty and one-thousandth percent (50.001%) of the outstanding common units of the Company (the “Control Block”). In consideration for the Control Block, Greenwich agreed to pay the Company One Hundred Eighty Eight Thousand ($188,000.00) U.S. Dollars.
A copy of the Agreement entered into by and between Belmont and Greenwichwas attached as exhibit 10.1 to this Current Report on Form8-K filed on March 3, 2008.
On February 17, 2009, Greenwich, sold the Control Block back o Belmont in consideration of $220,000. Said consideration was never paid by Belmont to Greenwich. On August 1, 2012, Belmont returned the Company back to the sole member of Greenwich, Joseph Passalaqua (“Passalaqua”). On February 3, 2017, Passalaqua transferred the Control Block to Sea Alive, Inc., a Wyoming corporation.
OUR BUSINESS
FISCAL YEAR ENDED JUNE 30, 2015: | High | Low | ||||||
September 30, 2014 | $ | 0.0001 | $ | 0.0001 | ||||
December 31. 2014 | $ | 0.0001 | $ | 0.0001 | ||||
March 31, 2015 | $ | 0.0001 | $ | 0.0001 | ||||
June 30, 2015 | $ | 0.0001 | $ | 0.0001 | ||||
FISCAL YEAR ENDED JUNE 30, 2016: | ||||||||
September 30, 2015 | $ | 0.0001 | ` | 0.0001 | ||||
December 31, 2015 | $ | 0.0001 | $ | 0.0001 | ||||
March 31, 2016 | $ | 0.0001 | $ | 0.0001 | ||||
June 30, 2016 | $ | 0.0001 | $ | 0.0001 |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
Equity compensation plans approved by security holders | None | - | None | |||||||||
Equity compensation plans not approved by security holders | None | - | None | |||||||||
Total | None | - | None |
During the year ended June 30, 2016, the Registrant had the following sale of unregistered securities:
None
Working Capital
June 30, | June 30, | |||||||
2016 | 2015 | |||||||
Current Assets | $ | - | $ | - | ||||
Current Liabilities | 22,175 | 17,800 | ||||||
Working Capital (Deficit) | (22,175 | ) | (17,800 | ) |
June 30, | June 30, | |||||||
2016 | 2015 | |||||||
Cash Flows from (used in) Operating Activities | $ | - | $ | - | ||||
Cash Flows from (used in) Financing Activities | - | - | ||||||
Net Increase (decrease) in Cash During Period | - | - |
YEAR ENDED JUNE 30, 2016 COMPARED TO YEAR ENDED JUNE 30, 2015
REVENUES
We have generated revenues of $0 and $0 for the years ended June 30, 2016 and 2015.
OPERATION AND ADMINISTATIVE EXPENSES
Operating expenses for the year ended June 30, 2016 were $4,375 compared with $4,375 for the year ended June 30, 2015.
During the year ended June 30, 2016, the Company recorded a net loss of $4,375, compared with net loss of $4,375 for the year ended June 30, 2015.
LIQUIDITY AND CAPITAL RESOURCES
As at June 30, 2016, the Company's cash balance was $0 compared to cash balance of $0 as at June 30, 2015. As of June 30, 2016, the Company's total assets were $0 compared to total assets of $0 as at June 30, 2015.
As of June 30, 2016, the Company had total liabilities of $22,175 compared with total liabilities of 17,800 as at June 30, 2015. The increase in total liabilities is attributed to an increase in accounts payable and accrued liabilities of $22,175 on June 30, 2016 from $17,800 on June 30, 2015.
As of June 30, 2016, the Company has a working capital deficit of $22,175 compared with working capital deficit of $17,800 at June 30, 2015 with the increase in the working capital deficit attributed to an increase in accounts payable and accrued liabilities from $17,800 on June 30, 2015 to $22,175 on June 30, 2016.
Cashflow from Operating Activities |
Cashflow from Financing Activities |
During the years ended June 30, 2016 and June 30, 2015, the Company did not receive any cash from financing activities. |
Subsequent Developments |
Going Concern |
We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.
Report of Independent Registered Public Accounting Firm | 14 | |||
Balance Sheets | 15 | |||
Statements of Operations | 16 | |||
Statements of Stockholders' Deficit | 17 | |||
Statements of Cash Flows | 18 | |||
Notes to the Financial Statements | 19 |
I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PureSnax International, Inc. as of June 30, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2016 in conformity with accounting principles generally accepted in the United States of America.
61 Hopedale Drive SE | P (732) 822-4427 | |||
Bayville, NJ 08721 |
All State Properties Holdings, Inc. | ||||||||
Balance Sheets | ||||||||
June 30, | ||||||||
2016 | 2015 | |||||||
Assets | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | - | $ | - | ||||
Total current assets | - | - | ||||||
Total assets | $ | - | $ | - | ||||
Liabilities and Stockholders' Deficit | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 22,175 | $ | 17,800 | ||||
Accrued interest related parties | - | - | ||||||
Due to related parties | - | - | ||||||
Notes payable officers | - | - | ||||||
Total current liabilities | 22,175 | 17,800 | ||||||
Total liabilities | 22,175 | 17,800 | ||||||
Stockholders' Deficit | ||||||||
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, | ||||||||
none issued and outstanding at June 30, 2016 and 2015, | ||||||||
respectively | - | - | ||||||
Common Stock, $0.0001 par value, 7,000,000,000 shares authorized, | ||||||||
2,964,181,540 shares issued and outstanding at June 30, | ||||||||
2016 and 2015, respectively | 296,418 | 296,418 | ||||||
Additional paid-in capital | 121,373,231 | 121,373,231 | ||||||
Accumulated deficit | (121,691,824 | ) | (121,687,449 | ) | ||||
Total stockholders' deficit | (22,175 | ) | (17,800 | ) | ||||
Total liabilities and stockholders' deficit | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements | ||||||||
F-2 |
All State Properties Holdings, Inc. | ||||||||
Statement of Operations | ||||||||
For the Year Ended June 30, | ||||||||
2016 | 2015 | |||||||
Revenues | $ | - | $ | - | ||||
Operating expenses | ||||||||
Officers' salaries | - | - | ||||||
Professional fees | - | - | ||||||
Office expense | - | - | ||||||
Investor relations expenses | - | - | ||||||
Other general and administrative expenses | 4,375 | 4,375 | ||||||
Total operating expenses | 4,375 | 4,375 | ||||||
Loss from operations | (4,375 | ) | (4,375 | ) | ||||
Other income (expense) | ||||||||
Loss on settlement of debt | - | - | ||||||
Interest expense | - | - | ||||||
Total other income (expense) | - | - | ||||||
Net loss | $ | (4,375 | ) | $ | (4,375 | ) | ||
Basic and fully diluted loss per common share | $ | - | $ | - | ||||
Basic and fully diluted weighted average | ||||||||
common shares outstanding | 2,964,181,540 | 2,964,181,540 |
The accompanying notes are an integral part of these financial statements | ||||||||
F-3 |
All State Properties Holdings, Inc. | ||||||||||||||||||||||||||||
Statement of Changes in Stockholders' Deficit | ||||||||||||||||||||||||||||
For the Years Ended June 30, 2015 and 2016 | ||||||||||||||||||||||||||||
Additional | ||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Paid-in | Accumulated | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
Balance at June 30, 2014 | - | - | 2,964,181,540 | 296,418 | 121,373,231 | (121,683,074 | ) | (13,425 | ) | |||||||||||||||||||
Net loss | - | - | - | - | - | (4,375 | ) | (4,375 | ) | |||||||||||||||||||
Balance at June 30, 2015 | - | - | 2,964,181,540 | 296,418 | 121,373,231 | (121,687,449 | ) | (17,800 | ) | |||||||||||||||||||
Net loss | - | - | - | - | - | (4,375 | ) | (4,375 | ) | |||||||||||||||||||
Balance at June 30, 2016 | - | $ | - | 2,964,181,540 | $ | 296,418 | $ | 121,373,231 | $ | (121,691,824 | ) | $ | (22,175 | ) |
The accompanying notes are an integral part of these financial statements | ||||||||||||||||||||||||||||
F-4 |
All State Properties Holdings, Inc. | ||||||||
Statement of Cash Flows | ||||||||
For the Year Ended June 30, | ||||||||
2016 | 2015 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net loss | $ | (4,375 | ) | $ | (4,375 | ) | ||
Adjustments to reconcile net loss to net cash provided | ||||||||
by (used in) operating activities: | ||||||||
Issuance of common stock as share based compensation | - | - | ||||||
Loss on extinquishment of debt | - | - | ||||||
Changes in assets and liabilities | ||||||||
Increase (decrease) in accounts payable | 4,375 | 4,375 | ||||||
Increase (decrease) in accrued liabilities | - | - | ||||||
Borrowings on related party payable | - | - | ||||||
Repayments on related party payable | - | - | ||||||
Net cash provided by (used in) operating activities | - | - | ||||||
Cash Flows from Investing Activities | - | - | ||||||
Cash Flows from Financing Activities | - | - | ||||||
Net increase (decrease) in cash | - | - | ||||||
Cash and cash equivalents, beginning of year | - | - | ||||||
Cash and cash equivalents, end of year | - | - | ||||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest | $ | - | $ | - | ||||
Cash paid for taxes | $ | - | $ | - | ||||
Non-cash transactions: | ||||||||
Issuance of founder's shares | - | - | ||||||
Conversion of accounts payable to promissory note | - | - | ||||||
Conversion of accrued salaries to notes payable | - | - | ||||||
Shares of common stock issued for promissory note | - | - |
The accompanying notes are an integral part of these financial statements | ||||||||
F-5 |
Guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.
June 30 | ||||||||
2016 | 2015 | |||||||
Income tax expense at statutory rate | 229,543 | (9,882 | ) | |||||
Valuation Allowance | (229,543 | ) | 9,882 | |||||
Income tax expense per books | $ | - | $ | - | ||||
Net deferred tax assets consist of the following components as of June 30 | ||||||||
2015 | 2014 | |||||||
Net Operating Loss Carryover | (257,107 | ) | $ | (9,882 | ) | |||
Valuation Allowance | 257,107 | 9,882 | ||||||
Net Deferred Tax Asset | $ | - | $ | - |
(1) | pertain to the maintenance of records that in reasonable detail accurately and fairy reflect our transactions . |
(2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and |
(3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
NAME | AGE | POSITION | DIRECTOR SINCE | ||||
Joseph C. Passalaqua | 68 | Chief Executive Officer, Secretary and Director | 2010 | ||||
Carman J. Carbona | 54 | Chief Financial Officer and Director | 2010 | ||||
Name | Salary | Position | ||||||
Joseph C. Passalaqua | $ | 0 | As Chairman of the Board, Chief Executive Officer and Director | |||||
Carman J. Carbona | $ | 0 | As Chief Financial Officer and Director | |||||
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Nonequity Incentive Plan Compen- sation ($) | Non- Qualified Deferred Compen- sation Earnings ($) | All Other Compen- sation ($) | Total ($) | ||||||||||||||||
Joseph C. Passalaqua | 2015 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
(Principal Chief Executive Officer, President and Director) | 2016 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Carman J. Carbona | 2015 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
(Secretary and Director) | 2016 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
NUMBER OF SHARES | PERCENT OF SHARES | |||||||||||
NAME AND ADDRESS OF | TITLE | BENEFICIALLY | BENEFICIALLY | |||||||||
BENEFICIAL OWNER | OF CLASS | OWNED | OWNED | |||||||||
Joseph C. Passalaqua | Common | 1,,692,117,623 | 57.279 | % | ||||||||
106 Glenwood Drive | ||||||||||||
Liverpool, NY 13090 | ||||||||||||
Carman J. Carbona | Common | 0 | 0 | % | ||||||||
937 Old Seneca Turnpike | ||||||||||||
Skaneateles, NY 13152 | ||||||||||||
All Directors and officers as a group (2 members) | Common | 1,692,117,623 | 57.279 | % | ||||||||
2016 | 2015 | |||||||
Audit fees | $ | 5,000 | $ | 5,000 | ||||
Audit related fees | 0 | 0 | ||||||
Tax fees | 0 | 0 | ||||||
All other fees | 0 | 0 |
31.1 | Rule 13a-15(e)/15d-15(e) Certification by the Chief Executive Officer * |
31.2 | Rule 13a-15(e)/15d-15(e) Certification by the Chief Financial Office * |
32.1 | Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * |
32.2 | Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * |
View Systems, Inc. | |||
By: | /s/ Joseph C. Passalaqua | ||
Joseph C. Passalaqua | |||
Chief Executive Officer | |||
(Principal executive officer) |
Name | Title | Date |
/s/ Joseph C. Passalaqua | Director, Chief Executive Officer and Secretary | October 17, 2017 |
Joseph C. Passalaqua | ||
/s/ Carman J. Carbona | Director abd Chief Financial Officer | October 17, 2017 |
Carman J. Carbona | ||