v3.19.1
Acquisition of Previously Non-Owned Interest in Variable Interest Entity
12 Months Ended
Dec. 31, 2018
Consolidated Variable Interest Entity [Abstract]  
ACQUISITION OF PREVIOUSLY NON-OWNED INTEREST IN VARIABLE INTEREST ENTITY

NOTE 3 – ACQUISITION OF PREVIOUSLY NON-OWNED INTEREST IN VARIABLE INTEREST ENTITY

 

On December 24, 2018, the Company acquired the 68.95% economic – and 68.42% voting – interests not previously owned in ACS, resulting in the Company owning 100% of ACS. In exchange for the acquisition by the Company of such combined membership interests, the Company issued to the holders thereof a combined total of 175,000,000 shares of the Company’s common stock, including 57,458,335 shares, indirectly and through beneficial ownership, to the Company’s president and chief executive officer, Steven Malone, and 57,458,333, also indirectly and through beneficial ownership, to the Company’s corporate and securities legal counsel, Michael Membrado. Prior to the consummation of these transactions, effected separately with each of the other four holders of membership interests in ACS, the Company had owned a 31.05% economic – and 31.58% noncontrolling voting – interest in ACS.

 

ACS is a Florida-based, engineered cement technology and products firm founded in mid-2016 and currently focused on developing and commercializing a line of proprietary admixtures to be used in the production of ultra-lightweight, high-strength concrete and high-performance stucco. Having been involved in the formation of ACS in September 2016, the Company determined during the fourth quarter of 2016 that it was the primary beneficiary of ACS, among the equity participants, based on qualitative and quantitative criteria. Among other factors, and more specifically, it was determined that the equity investors in ACS did not, and were not obligated to, provide sufficient financial resources for the entity to support itself in terms of day-to-day research and development activities. However, the Company had provided financial support that was disproportionate to its equity interest, and the Company’s management was involved in the organization of the entity. U.S. GAAP thereunder, requires a VIE to be consolidated by a company if and when that company holds a majority of the variable interests in the entity and is thus subject to a majority of the risk of loss from the VIE’s activities. Therefore, for accounting purposes under FASB guidelines, ACS had constituted a VIE, and as such the Company has been auditing and consolidating the financial statements of ACS together with the Company since September 14, 2016.

 

As a result of the acquisition of ACS, the Company assumed 100% of ACS’s assets and liabilities and in accordance with ASC 810 applies the consolidation method of accounting due to its majority interest and its exercise of control over the subsidiary. The carrying value of such assets and liabilities of ACS, which were consolidated as of December 31, 2018 and 2017, are as follows:

 

  December 31, 2018 December 31, 2017
Assets
Current Assets:
     Cash and cash equivalents $34 $4,053
     Accounts receivable, net 2,969 ---
     Inventories, net 4,808 ---
          Total current assets 7,811 4,053
               Total assets $7,811 $4,053
 
Liabilities and Members’ Deficit
Current Liabilities:
     Due to Findex.com, Inc. $242,579 $94,425
     Accounts payable 14,688 5,379
     Short-term loan 10,000 ---
          Total current liabilities 267,267 99,804
Stockholders’ equity:
     Members' investment 263,020 263,020
     Accumulated deficit (522,476) (358,771)
          Total members’ deficit (259,456) (95,751)
               Total liabilities and members’ deficit $7,811 $4,053
 
          Net loss $(163,705) $(306,021)

 

For the year ended December 31, 2017, ACS sold equity in the company for $200,000 in cash to a new equity member, gained $1,000 in equity back as one of the four original investors withdrew from involvement with ACS, and sold additional equity in the amount of $60,000 to a new equity member for services previously provided to ACS. The following schedule illustrates the effect of such changes and shows the changes in the Company’s ownership interest in ACS on the Company’s equity.

 

Findex.com, Inc.
Net Income Attributable to Findex.com, Inc. and
Transfers from the Non-Controlling Interest
Year Ended December 31,
 
  2018 2017
Net loss attributable to Findex.com, Inc. $(1,260,638) $(1,267,399)
Transfers from the non-controlling interest    
     Change in Findex.com, Inc.'s paid-in capital for sale of interest in Variable Interest Entity --- 259,000
          Net transfers from non-controlling interest --- 259,000
Change from net income attributable to Findex.com, Inc. shareholders and transfers from non-controlling interest $(1,260,638) $(1,008,399)