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EX-32.02 - EXHIBIT 32.02 - IONIX TECHNOLOGY, INC.ex32_02.htm
EX-32.01 - EXHIBIT 32.01 - IONIX TECHNOLOGY, INC.ex32_01.htm
EX-31.02 - EXHIBIT 31.02 - IONIX TECHNOLOGY, INC.ex31_02.htm
EX-31.01 - EXHIBIT 31.01 - IONIX TECHNOLOGY, INC.ex31_01.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

Form 10-Q

  

x   Quarterly Report PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2019

or

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period from                to               .

 

Commission File Number 000-54485

 

IONIX TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   45-0713638
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

Rm 608, Block B, Times Square, No. 50 People Road, Zhongshan District, Dalian City, Liaoning Province, China 116001

(Address of Principal Executive Offices) (Zip Code)

 

+86-411-88079120

(Registrant’s Telephone Number, Including Area Code)

 

__Not applicable_

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨ 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer  ¨ Accelerated filer  ¨
  Non-accelerated filer    ¨ Smaller reporting company  x
  Emerging growth company  ¨  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No x.

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class Trading Symbol(s) Name of the principal U.S. market
Common Stock, par value $0.0001
per
share
IINX OTCQB marketplace of OTC Markets, Inc.

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of February 14, 2020, there were 114,165,775 shares of common stock issued and outstanding, par value $0.0001 per share.

 

 

   
  

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain information included in this Quarterly Report on Form 10-Q and other filings of the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the availability of working capital to fund our operations, the competitive market in which we operate, the efficient and uninterrupted operation of our computer and communications systems, our ability to generate a profit and execute our business plan, the retention of key personnel, our ability to protect and defend our intellectual property, the effects of governmental regulation, and other risks identified in the Registrant’s filings with the Securities and Exchange Commission from time to time.

 

In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Although the Registrant believes that the expectations reflected in the forward-looking statements contained herein are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Registrant, nor any other person, assumes responsibility for the accuracy and completeness of such statements. The Registrant is under no duty to update any of the forward-looking statements contained herein after the date of this Quarterly Report on Form 10-Q.

 

   
  

 

IONIX TECHNOLOGY, INC. 

FORM 10-Q

December 31, 2019

  

INDEX

    Page
Part I – Financial Information F-1
     
Item 1. Financial Statements (Unaudited) F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation 26
Item 3. Quantitative and Qualitative Disclosures about Market Risk 29
Item 4. Controls and Procedures 29
     
Part II – Other Information 19
     
Item 1. Legal Proceedings 30
Item 1A. Risk Factors 31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31
Item 3. Defaults Upon Senior Securities 31
Item 4. Mine Safety Disclosures 31
Item 5. Other Information 31
Item 6. Exhibits 31
     
Signatures 32
     
Certifications  

 

   
  

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

IONIX TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   December 31, 2019   June 30, 2019 
ASSETS          
Current Assets:          
Cash and cash equivalents  $1,577,702   $509,615 
Notes receivable   23,546    120,182 
Accounts receivable - non-related parties   5,180,639    3,639,030 
- related parties   346,495    340,026 
Inventory   3,009,183    3,379,146 
Advances to suppliers - non-related parties   90,728    129,423 
- related parties   146,157    269,498 
Prepaid expenses and other current assets   424,010    269,495 
Total Current Assets   10,798,460    8,656,415 
           
Property, plant and equipment, net   7,207,067    7,508,637 
Right-of-use assets – operating leases   22,676    - 
Intangible assets, net   1,460,062    1,496,399 
Deferred tax assets   24,901    54,361 
Total Assets  $19,513,166   $17,715,812 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities:          
Short-term bank loan  $2,580,201   $2,618,296 
Accounts payable   3,416,761    2,732,327 
Advance from customers   104,435    114,158 
Convertible notes payable, net of debt discount and loan cost   184,165    - 
Derivative liability   346,274    - 
Due to related parties   2,086,788    2,105,338 
Operating lease liabilities – current portion   3,254    - 
Accrued expenses and other current liabilities   206,871    368,319 
Total Current Liabilities   8,928,749    7,938,438 
           
Operating lease liabilities   16,556    - 
Total Liabilities   8,945,305    7,938,438 
           
COMMITMENT AND CONTINGENCIES          
           
Stockholders’ Equity:          
Preferred stock, $.0001 par value, 5,000,000 shares authorized,  
5,000,000 shares issued and outstanding
   500    500 
Common stock, $.0001 par value, 195,000,000 shares authorized,
114,003,000 shares issued and outstanding
   11,400    11,400 
Additional paid in capital   8,934,122    8,829,487 
Retained earnings   1,386,800    539,866 
Accumulated other comprehensive loss   (206,922)   (45,840)
Total Stockholders' Equity attributable to the Company   10,125,900    9,335,413 
Noncontrolling interest   441,961    441,961 
Total Stockholders’ Equity   10,567,861    9,777,374 
Total Liabilities and Stockholders’ Equity  $19,513,166   $17,715,812 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F-1 
 

 

IONIX TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

   For the Three Months Ended   For the Six Months Ended 
   December 31,   December 31, 
   2019   2018   2019   2018 
                 
Revenues (See Note 2 and Note 9 for related party amounts)  $7,332,968   $2,377,747   $14,833,298   $4,946,635 
                     
Cost of Revenues (See Note 9 for related party amounts)   6,270,572    2,066,912    12,343,676    4,346,635 
                     
Gross profit   1,062,396    310,835    2,489,622    600,000 
                     
Operating expenses                    
Selling, general and administrative expense   497,197    232,179    878,625    293,765 
Research and development expense   284,028    -    506,851    - 
Total operating expenses   781,225    232,179    1,385,476    293,765 
                     
Income from operations   281,171    78,656    1,104,146    306,235 
                     
Other income (expense):                    
Interest expense, net of interest income   (200,370)   -    (257,233)   - 
Subsidy income   7,231    -    50,018    - 
Change in fair value of derivative liability   115,563    -    131,452    - 
Total other expense   (77,576)   -    (75,763)   - 
                     
Income before income tax provision   203,595    78,656    1,028,383    306,235 
Income tax provision   67,937    71,802    181,449    122,228 
Net income   135,658    6,854    846,934    184,007 
                     
Other comprehensive income (loss)                    
Foreign currency translation adjustment   255,703    (20,039)   (161,082)   (27,961)
Comprehensive income (loss)  $391,361   $(13,185)  $685,852   $156,046 
                     
                     
Earnings Per Share - Basic and Diluted  $0.00   $0.00   $0.01   $0.00 
Weighted average number of common shares outstanding - Basic and Diluted   114,003,000    99,655,174    114,003,000    99,329,087 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F-2 
 

 

IONIX TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

 

   Preferred Stock   Common Stock   Additional       Accumulated Other         
   Number of
Shares
   Amount   Number of
Shares
   Amount   Paid-in
Capital
   Retained
Earnings
   Comprehensive
Income (loss)
   Non-controlling
interest
   Total 
Balance at June 30, 2019   5,000,000   $500    114,003,000   $11,400   $8,829,487   $539,866   $(45,840)  $441,961   $9,777,374 
                                              
Stock warrants   -    -    -    -    20,022    -    -    -    20,022 
                                              
Net income   -    -    -    -    -    711,276    -    -    711,276 
                                              
Foreign currency translation adjustment   -    -    -    -    -    -    (416,785)   -    (416,785)
                                              
Balance at September 30, 2019   5,000,000    500    114,003,000    11,400    8,849,509    1,251,142    (462,625)   441,961    10,091,887 
                                              
Stock warrants   -    -    -    -    84,613    -    -    -    84,613 
                                              
Net income   -    -    -    -    -    135,658    -    -    135,658 
                                              
Foreign currency translation adjustment   -    -    -    -    -    -    255,703    -    255,703 
                                              
Balance at December 31, 2019   5,000,000   $500    114,003,000   $11,400   $8,934,122   $1,386,800   $(206,922)  $441,961   $10,567,861 
                                              
   Preferred Stock   Common Stock   Additional       Accumulated Other         
   Number of
Shares
   Amount   Number of
Shares
   Amount   Paid-in
Capital
   Retained
Earnings
   Comprehensive
Income (loss)
   Non-controlling
interest
   Total 
Balance at June 30, 2018   5,000,000   $500    99,003,000   $9,900   $237,246   $142,819   $7,950   $-   $398,415 
                                              
Net income   -    -    -    -    -    177,153    -    -    177,153 
                                              
Foreign currency translation adjustment   -    -    -    -    -    -    (7,922)   -    (7,922)
                                              
Balance at September 30, 2018   5,000,000    500    99,003,000    9,900   $237,246    319,972    28    -    567,646 
                                              
Issuance of 15,000,000 shares of common stock
in exchange for 95.14% ownership rights of a
variable interest entity
   -    -    15,000,000    1,500    8,650,396    -    -    441,961    9,093,857 
                                              
Net income   -    -    -    -    -    6,854    -    -    6,854 
                                              
Foreign currency translation adjustment   -    -    -    -    -    -    (20,039)   -    (20,039)
                                              
Balance at December 31, 2018   5,000,000   $500    114,003,000   $11,400   $8,887,642   $326,826   $(20,011)  $441,961   $9,648,318 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F-3 
 

 

IONIX TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) 

 

   For the Six Months Ended 
   December 31, 
   2019   2018 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income  $846,934   $184,007 
Adjustments required to reconcile net income to net cash provided by (used in)
operating activities:
          
  Depreciation and amortization   399,080    - 
  Deferred taxes   28,879    (14,884)
  Change in fair value of derivative liability   (131,452)   - 
  Non-cash interest   181,336    - 
Changes in operating assets and liabilities:          
  Accounts receivable - non-related parties   (1,606,240)   144,264 
  Accounts receivable - related parties   (11,500)   (45,987)
  Inventory   323,148    (294,434)
  Advances to suppliers - non-related parties   37,082    355 
  Advances to suppliers - related parties   120,295    201,357 
  Prepaid expenses and other current assets   (161,718)   3,925 
  Accounts payable - non-related parties   729,495    (257,973)
  Accounts payable - related parties   -    (138,955)
  Advance from customers   (8,120)   (17,820)
  Accrued expenses and other current liabilities   (158,651)   27,524 
Net cash provided by (used in) operating activities   588,568    (208,621)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
  Acquisition of property, plant and equipment   (190,675)   (2,163)
  Cash received from acquisition   -    687,591 
Net cash provided by (used in) investing activities   (190,675)   685,428 
           
CASH FLOWS FROM FINANCING ACTIVITIES          
  Notes receivable   95,582    (29,518)
  Proceeds from issuance of convertible notes payable   585,190    - 
  Proceeds from loans from related parties   2,789    269,974 
Net cash provided by financing activities   683,561    240,456 
           
Effect of exchange rate changes on cash   (13,367)   (3,851)
           
Net increase in cash and cash equivalents   1,068,087    713,412 
           
Cash and cash equivalents, beginning of period   509,615    111,462 
           
Cash and cash equivalents, end of period  $1,577,702   $824,874 
           
Supplemental disclosure of cash flow information          
  Cash paid for income tax  $102,167   $141,749 
  Cash paid for interests  $68,967   $- 
           
Non-cash investing and financing activities          
  Issuance of 15,000,000 shares of common stock in exchange for 95.14%
ownership rights of a variable interest entity
  $-   $8,651,896 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F-4 
 

 

IONIX TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

(UNAUDITED)

 

NOTE 1 - NATURE OF OPERATIONS

 

Ionix Technology, Inc. (the “Company” or “Ionix”), formerly known as Cambridge Projects Inc., is a Nevada corporation that was formed on March 11, 2011. By and through its wholly owned subsidiaries and an entity controlled through VIE agreements in China, the Company sells the high-end intelligent electronic equipment, which includes the portable power banks for electronic devices, LCM and LCD screens, and provides IT and solution-oriented services in China.

 

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of December 31, 2019 and the results of operations and cash flows for the periods ended December 31, 2019 and 2018. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and six months ended December 31, 2019 are not necessarily indicative of the results to be expected for the entire year ending June 30, 2020 or for any subsequent periods. The balance sheet at June 30, 2019 has been derived from the audited consolidated financial statements at that date.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended June 30, 2019 as included in our Annual Report on Form 10-K as filed with the SEC on September 30, 2019.

 

Basis of consolidation

 

The consolidated financial statements include the accounts of Ionix, its wholly owned subsidiaries and an entity which the Company controls 95.14% and receives 100% of net income or net loss through VIE agreements. All significant inter-company balances and transactions have been eliminated upon consolidation.

 

Certain amounts have been reclassified to conform with current year presentation.

 

Use of Estimates

 

The Company’s consolidated financial statements have been prepared in accordance with US GAAP and this 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 consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but are not limited to, the allowance for doubtful accounts receivable and advance to suppliers, the valuation of inventory, provision for staff benefit, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to our consolidated financial statements.

 

 F-5 
 

 

Revenue recognition

 

The Company adopted the new accounting standard, ASC 606, Revenue from Contracts with Customers, and all the related amendments (new revenue standard) to all contracts using the modified retrospective method beginning on July 1, 2018. The adoption did not result in an adjustment to the retained earnings as of June 30, 2018. The comparative information was not restated and continued to be reported under the accounting standards in effect for those periods. The adoption of the new revenue standard has no impact on either reported sales to customers or net earnings.

 

The Company estimates return based on historical results, taking into consideration the type of customers, the type of transactions and the specifics of each arrangement.

 

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

·identify the contract with a customer;
·identify the performance obligations in the contract;
·determine the transaction price;
·allocate the transaction price to performance obligations in the contract; and
·recognize revenue as the performance obligation is satisfied.

 

Under these criteria, for revenues from sale of products, the Company generally recognizes revenue when its products are delivered to customers in accordance with the written sales terms. For service revenue, the Company recognizes revenue when services are performed and accepted by customers.

 

The following table disaggregates our revenue by major source for the three and six months ended December 31, 2019 and 2018, respectively:

 

   For the Six Months Ended December 31, 
   2019   2018 
         
Sales of LCM and LCD screens - Non-related parties  $12,030,911   $2,873,152 
Sales of LCM and LCD screens - Related parties   644,392    115,897 
Sales of portable power banks   1,538,094    1,831,387 
Service contracts   619,901    126,199 
Total  $14,833,298   $4,946,635 

 

   For the Three Months Ended December 31, 
   2019   2018 
         
Sales of LCM and LCD screens - Non-related parties  $5,864,945   $1,136,995 
Sales of LCM and LCD screens - Related parties   330,435    22,059 
Sales of portable power banks   910,391    1,092,494 
Service contracts   227,197    126,199 
Total  $7,332,968   $2,377,747 

 

 F-6 
 

 

All the operating entities of the Company are domiciled in the PRC. Accordingly, all the Company’s revenues are derived in the PRC during the three and six months ended December 31, 2019 and 2018. As of December 31, 2019 and June 30, 2019, all of the non-current assets were located in the PRC.

 

Leases

 

In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on balance sheet and disclose key information about the leasing arrangements. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months.

 

The new standard is effective for us on July 1, 2019, with early adoption permitted. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company adopted the new standard on July 1, 2019 and use the effective date as our date of initial application. Consequently, financial information is not provided for the dates and periods before July 1, 2019. The new standard provides a number of optional expedients in transition. The Company elected the package of practical expedients which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs.

 

The new standard has a material effect on our financial statements. The most significant effects are related to the recognition of new ROU assets and lease liabilities on our balance sheet for our real estate operating leases. The Company has entered into an office lease arrangement in China with a lease term longer than 12 months under which we are the lessee. (See Note 5)

 

Earnings Per Share

 

Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of convertible debt. Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share or increase a net income per share.

 

During the three and six months ended December 31, 2019, the Company had outstanding convertible notes and warrants which represent 720,382 shares of commons stock. These shares of common stock were excluded from the computation of diluted earnings per share since their effect would have been antidilutive.

 

Foreign currencies translation

 

The reporting currency of the Company is the United States Dollar (“US$”). The Company’s subsidiaries in the People’s Republic of China (“PRC”) maintain their books and records in their local currency, the Renminbi Yuan (“RMB”), which is the functional currency as being the primary currency of the economic environment in which these entities operate.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Stockholders’ equity is translated at historical rates. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of stockholders’ equity.

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.

 

 F-7 
 

 

The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements are as follows:

 

   December 31, 2019   June 30, 2019 
           
Balance sheet items, except for equity accounts   6.9762    6.8747 

 

   Six months ended December 31, 
   2019   2018 
           
Items in statements of comprehensive income (loss) and cash flows   6.9255    6.7756 

 

Fair Value of Financial Instruments

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, inventory, prepayments and other receivables, accounts payable, income tax payable, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

 

Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

 

Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

 

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

The Company has the derivative liabilities measured at fair value on a recurring basis which are valued at level 3 measurement (See Note 12).

 

Convertible Instruments

 

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.

 

 F-8 
 

 

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

 

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

 

Common Stock Purchase Warrants

 

The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 ("Contracts in Entity's Own Equity"). The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

 

Recent accounting pronouncements

 

From time to time, new accounting pronouncements are issues by the Financial Accounting Standards Board or other standard bodies that may have an impact on the Company’s accounting and reporting. The Company believes that any recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

 

NOTE 3 – VARIABLE INTEREST ENTITY

 

On December 27, 2018, the Company entered into VIE agreements with two shareholders of Changchun Fangguan Electronics Technology Co., Ltd. (PRC) (“Fangguan Electronics”) to control 95.14% of the ownership rights and receive 100% of the net profit or net losses derived from the business operations of Fangguan Electronics. In exchange for VIE agreements and additional capital contribution, the Company issued 15 million shares of common stock to two shareholders of Fangguan Electronics.

 

The transaction was accounted for as a business combination using the acquisition method of accounting. The assets, liabilities and the operations of Fangguan Electronics subsequent to the acquisition date were included in the Company’s consolidated financial statements.

 

 F-9 
 

 

Following unaudited pro forma combined statement of operations are based upon the historical financial statements of the Company and Fangguan Electronics for the three and six months ended December 31, 2018 and are presented as if the acquisition had occurred at the beginning of the period.

 

   For the Six Months Ended December 31, 2018 
   Fangguan
Electronics
   Ionix
Technology
   Pro Forma
 Adjustments
   Pro Forma
Combined
 
                 
Revenues  $7,595,179   $4,946,635   $(1,579,654)  $10,962,160 
Cost of revenues   6,493,654    4,346,635    (1,153,818)   9,686,471 
Gross profit   1,101,525    600,000    (425,836)   1,275,689 
Operating expenses   910,754    293,765    -    1,204,519 
Income (loss) from operations   190,771    306,235    (425,836)   71,170 
Other income   5,070    -    -    5,070 
Income tax provision   29,478    122,228    -    151,706 
Net income (loss)  $166,363   $184,007   $(425,836)  $(75,466)

 

   For the Three Months Ended December 31, 2018 
   Fangguan
Electronics
   Ionix
Technology
   Pro Forma
 Adjustments
   Pro Forma
Combined
 
                 
Revenues  $4,917,667   $2,377,747   $(637,394)  $6,658,020 
Cost of revenues   4,210,109    2,066,912    (390,412)   5,886,609 
Gross profit   707,558    310,835    (246,982)   771,411 
Operating expenses   489,413    232,179    -    721,592 
Income (loss) from operations   218,145    78,656    (246,982)   49,819 
Other expense   (35,064)   -    -    (35,064)
Income tax provision   27,564    71,802    -    99,366 
Net income (loss)  $155,517   $6,854   $(246,982)  $(84,611)

 

Risks associated with the VIE structure

 

The Company believes that the contractual arrangements with its VIE and respective shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could:

 

·revoke the business and operating licenses of the Company’s PRC subsidiary and its VIE;
·discontinue or restrict the operations of any related-party transactions between the Company’s PRC subsidiary and its VIE;
·limit the Company’s business expansion in China by way of entering into contractual arrangements;
·impose fines or other requirements with which the Company’s PRC subsidiary and its VIE may not be able to comply;
·require the Company or the Company’s PRC subsidiary and its VIE to restructure the relevant ownership structure or operations; or
·restrict or prohibit the Company’s use of the proceeds from public offering to finance the Company’s business and operations in China.

 

 F-10 
 

 

The Company’s ability to conduct its business through its VIE may be negatively affected if the PRC government were to carry out of any of the aforementioned actions. As a result, the Company may not be able to consolidate its VIE in its consolidated financial statements as it may lose the ability to exert effective control over its VIE and its respective shareholders and it may lose the ability to receive economic benefits from its VIE. The Company, however, does not believe such actions would result in the liquidation or dissolution of the Company, its PRC subsidiary and its VIE. The following financial statement amounts and balances of its VIE were included in the accompanying consolidated financial statements after elimination of intercompany transactions and balances:

 

   Balance as of
December 31, 2019
   Balance as of
June 30, 2019
 
         
Cash and cash equivalents  $1,268,467   $361,849 
Notes receivable   23,546    120,182 
Accounts receivable - non-related parties   4,742,477    3,402,986 
Inventory   2,382,281    2,916,515 
Advances to suppliers - non-related parties   75,090    106,146 
Prepaid expenses and other current assets   58,731    63,756 
Total Current Assets   8,550,592    6,971,434 
           
Property, plant and equipment, net   7,200,946    7,506,849 
Intangible assets, net   1,460,062    1,496,399 
Deferred tax assets   24,901    54,361 
Total Assets  $17,236,501   $16,029,043 
           
Short-term bank loan  $2,580,201   $2,618,296 
Accounts payable   3,336,192    2,637,039 
Advance from customers   39,658    32,372 
Due to related parties   1,427,981    1,449,064 
Accrued expenses and other current liabilities   151,421    148,287 
Total Current Liabilities   7,535,453    6,885,058 
Total Liabilities  $7,535,453   $6,885,058 

 

NOTE 4 - INVENTORIES

 

Inventories are stated at the lower of cost (determined using the weighted average cost) or net realizable value. Inventories consist of the following:

 

   December 31, 2019   June 30, 2019 
Raw materials  $641,107   $471,189 
Work-in-process   439,915    1,719,426 
Finished goods   1,928,161    1,188,531 
Total Inventories  $3,009,183   $3,379,146 

 

The Company recorded no inventory markdown for the three and six months ended December 31, 2019 and 2018.

 

NOTE 5 - OPERATING LEASE

 

For the six months ended December 31, 2019, the Company had three real estate operating leases for office, warehouses, manufacturing facilities and two boat operating leases under the terms from four months to three years.

 

 F-11 
 

 

Lisite Science Technology (Shenzhen) Co., Ltd ("Lisite Science") leases office and warehouse space from Shenzhen Keenest Technology Co., Ltd. (“Keenest”), a related party, with annual rent of approximately $1,500 (RMB10,000) for one year until July 20, 2020. (See Note 9)

 

Shenzhen Baileqi Electronic Technology Co., Ltd. ("Baileqi Electronic") leases office and warehouse space from Shenzhen Baileqi Science and Technology Co., Ltd. (“Shenzhen Baileqi S&T”), a related party, with monthly rent of approximately $2,500 (RMB17,525) and the lease period is from June 1, 2019 to May 31, 2020. (See Note 9)

 

Dalian Shizhe New Energy Technology Co., Ltd. (“Shizhe New Energy”) leases a boat from a non-related party with monthly rent of approximately $7,200 (RMB50,000) for one year from March 1, 2019 to February 28, 2020. On July 1, 2019, Shizhe New Energy leased another boat from the same non-related party with monthly rent of approximately $7,200 (RMB50,000) for four months from July 10, 2019 to November 10, 2019.

 

The Company made an accounting policy election not to recognize lease assets and liabilities for the leases listed above as all lease terms are 12 months or shorter.

 

On November 1, 2019, the Company leased an office space located in Dalian, China as its principal executive office under non-cancelable operating lease agreement for three years, which expires through October 31, 2022. The monthly rent is approximately $715 (RMB5,000). The Company adopted the new standard to recognize lease asset and liability for this lease after examining the criteria established.

 

For the six months ended December 31, 2019, the Company made $92,434 of fixed cash payments related to operating leases. Non-cash activities involving ROU assets obtained in exchange for lease liabilities were $19,711 for the six months ended December 31, 2019, including the impact of adopting the new leases standard.

 

As of December 31, 2019, the Company recognized additional operating lease liabilities of $19,810, among which $3,254 is classified as current portion and $16,556 is classified as non-current portion, and Right-of-use assets of $22,676 based on the present value of the remaining minimum rental payments under the current leasing standards for existing operating leases. 

 

   December 31, 2019   June 30, 2019 
         
Operating lease Right-of-use assets  $22,676   $- 
           
Operating lease liabilities          
   Current portion of long-term debt  $3,254   $- 
   Long-term debt   16,556    - 
Total operating lease liabilities  $19,810   $- 

 

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET

 

The components of property, plant and equipment were as follows:

 

   December 31, 2019   June 30, 2019 
         
Buildings  $4,669,825   $4,661,535 
Machinery and equipment   3,100,077    3,036,339 
Office equipment   64,440    60,052 
Automobiles   100,311    101,793 
Subtotal   7,934,653    7,859,719 
Less: Accumulated depreciation   (727,586)   (351,082)
Property, plant and equipment, net  $7,207,067   $7,508,637 

 

 F-12 
 

 

Depreciation expense related to property, plant and equipment was $183,340 and $384,408 for the three and six months ended December 31, 2019.

 

As of December 31, 2019, buildings were pledged as collateral for bank loans (See Note 8).

 

NOTE 7 – INTANGIBLE ASSETS, NET

 

Intangible assets consist of the following:

 

   December 31, 2019   June 30, 2019 
         
Land use right  $1,463,815   $1,485,428 
Computer software   25,410    25,785 
Subtotal   1,489,225    1,511,213 
Less: Accumulated amortization   (29,163)   (14,814)
Intangible assets, net  $1,460,062   $1,496,399 

 

Amortization expense related to intangible assets was $7,426 and $14,672 for the three and six months ended December 31, 2019.

 

Fangguan Electronics acquired the land use right from the local government in August 2012 which expires on August 15, 2062. As of December 31, 2019, land use right was pledged as collateral for bank loans (See Note 8).

 

NOTE 8 – SHORT-TERM BANK LOAN

 

On November 12, 2018, Fangguan Electronics entered into a short-term loan agreement with Industrial Bank to borrow approximately US$2.6 million (RMB 18 million) for a year with annual interest rate of 5.22%. The borrowing was collateralized by the Company’s buildings and land use right. In addition, the borrowing was guaranteed by the Company’s shareholder and CEO of Fangguan Electronics, Mr. Jialin Liang, and his wife Ms. Dongjiao Su. The loan was renewed for one year from November 19, 2019 to November 18, 2020.

 

NOTE 9 - RELATED PARTY TRANSACTIONS AND BALANCES

 

Purchase from related party

 

During the six months ended December 31, 2019, the Company purchased $1,464,537 and $37,495 from Keenest and Shenzhen Baileqi S&T which were owned by the Company’s stockholders who own approximately 1.7% and 1.3% respectively of the Company’s outstanding common stock as of December 31, 2019. The amount of $1,464,537 and $37,495 were included in the cost of revenue for the six months ended December 31, 2019.

 

During the six months ended December 31, 2018, the Company’s subsidiaries, Lisite Science and Baileqi Electronic, purchased $1,610,058 and $517,262 from Keenest and Shenzhen Baileqi S&T which were owned by the Company’s stockholders who own approximately 1.7% and 1.3% respectively of the Company’s outstanding common stock as of December 31, 2018. The amount of $1,610,058 and $454,049 were included in the cost of revenue for the six months ended December 31, 2018.

 

 F-13 
 

 

During the three months ended December 31, 2019, the Company purchased $880,773 and $0 from Keenest and Shenzhen Baileqi S&T which were owned by the Company’s stockholders who own approximately 1.7% and 1.3% respectively of the Company’s outstanding common stock as of December 31, 2019. The amounts of $880,773 and $0 were included in the cost of revenue for the three months ended December 31, 2019. 

 

During the three months ended December 31, 2018, Lisite Science and Baileqi Electronic purchased $933,679 and $66,757 from Keenest and Shenzhen Baileqi S&T which were owned by the Company’s stockholders who own approximately 1.7% and 1.3% respectively of the Company’s outstanding common stock as of December 31, 2018. The amount of $933,679 and $114,023 were included in the cost of revenue for the three months ended December 31, 2018.

 

During the three and six months ended December 31, 2018, the Company’s subsidiary, Changchun Fangguan Photoelectric Display Technology Co. Ltd ("Fangguan Photoelectric"), purchased $706,462 and $1,498,744 from Fangguan Electronics before Fangguan Electronics became a variable interest entity of the Company on December 27, 2018 (See Note 3). The president of Fangguan Electronics was the president and a member of the board of directors of Fangguan Photoelectric before he resigned and left Fangguan Photoelectric in October 2018. The amount of $366,646 and $1,130,052 were included in the cost of revenue for the three and six months ended December 31, 2018.

 

Advances to suppliers - related parties

 

Lisite Science made advances of $146,157 and $269,498 to Keenest for future purchases as of December 31, 2019 and June 30, 2019, respectively.

 

Sales to related party and accounts receivable from related party

 

During the six months ended December 31, 2019 and 2018, Baileqi Electronic sold materials of $644,392 and $93,838 respectively to Shenzhen Baileqi S&T. During the three months ended December 31, 2019 and 2018, Baileqi Electronic sold materials of $330,435 and $0 respectively to Shenzhen Baileqi S&T. The trade-related balance receivable from Shenzhen Baileqi S&T was $346,495 and $340,026 as of December 31, 2019 and June 30, 2019, respectively.

 

During the three and six months ended December 31, 2018, Fangguan Photoelectric sold products of $22,059 to Fangguan Electronics before Fangguan Electronics became a variable interest entity of the Company on December 27, 2018 (See Note 3).

 

Lease from related party

 

Lisite Science leases office and warehouse space from Keenest, a related party, with annual rent of approximately $1,500 (RMB10,000) for one year until July 20, 2020.

 

Baileqi Electronic leases office and warehouse space from Shenzhen Baileqi S&T, a related party, with monthly rent of approximately $2,500 (RMB17,525) and the lease period is from June 1, 2019 to May 31, 2020.

 

Due to related parties

 

Due to related parties represents certain advances to the Company or its subsidiaries by related parties. The amounts are non-interest bearing, unsecured and due on demand.

 

 F-14 
 

 

       December 31, 2019   June 30, 2019 
             
Ben Wong  (1)   $143,792   $143,792 
Yubao Liu  (2)    489,741    498,769 
Xin Sui  (3)    2,016    2,016 
Baozhen Deng  (4)    6,710    3,900 
Baozhu Deng  (5)    -    5,303 
Jialin Liang  (6)    914,808    928,314 
Xuemei Jiang  (7)    513,173    520,750 
Liang Zhang  (8)    -    625 
Zijian Yang  (9)    -    1,869 
Shikui Zhang  (10)    16,548    - 
       $2,086,788   $2,105,338 

 

(1) Ben Wong was the controlling shareholder of Shinning Glory until April 20, 2017, which holds majority shares in Ionix Technology, Inc.

 

(2) Yubao Liu is the controlling shareholder of Shinning Glory since April 20, 2017, which holds majority shares in Ionix Technology, Inc.

 

(3) Xin Sui is a member of the board of directors of Welly Surplus.

 

(4) Baozhen Deng is a stockholder of the Company, who owns approximately 1.3% of the Company’s outstanding common stock, and the owner of Shenzhen Baileqi S&T.

 

(5) Baozhu Deng is a relative of Baozhen Deng, a stockholder of the Company.

 

(6) Jialin Liang is the president, CEO, and director of Fangguan Electronics.

 

(7) Xuemei Jiang is the vice president and director of Fangguan Electronics.

 

(8) Liang Zhang is the legal representative of Shizhe New Energy until May 2019.

 

(9) Zijian Yang is the supervisor of Shizhe New Energy.

 

(10) Shikui Zhang serves as the legal representative and general manager of Shizhe New Energy since May 2019.

 

During the six months ended December 31, 2019, Yubao Liu was refunded of $9,028 by Welly Surplus after netting off his advances to Well Best. Baileqi Electronic refunded $5,303 to Baozhu Deng and Baozhen Deng advanced $2,810 to Baileqi Electronic. Shizhe New Energy refunded $625 and $1,869 to Liang Zhang and Zijian Yang respectively. Shikui Zhang advanced $16,548 to Shizhe New Energy.

 

During the six months ended December 31, 2018, Yubao Liu advanced $248,298 to Well Best. Baileqi Electronic borrowed $2,914 from Baozhu Deng. In addition, Baozhen Deng refunded $7,591 to Baileqi Electronic. Liang Zhang and Zijian Yang advanced $5,887 and $5,139 to Shizhe New Energy, respectively.

 

 F-15 
 

 

NOTE 10 – CONCENTRATION

 

Major customers

 

Customers who accounted for 10% or more of the Company’s revenues (goods sold and services) and its outstanding balance of accounts receivable are presented as follows:

 

   For the Six Months Ended
December 31, 2019
   As of December 31, 2019 
    Revenue    Percentage of
 revenue
    Accounts
 receivable
    Percentage of
 accounts
 receivable
 
                     
Customer A  $1,732,012    12%  $-    -%
Total  $1,732,012    12%  $-    -%

 

 

    For the Six Months Ended
December 31, 2018
    As of December 31, 2018 
    Revenue    Percentage of
 total revenue
    Accounts
 receivable
    Percentage of
 total accounts
 receivable
 
                     
Customer A  $1,472,404    30%  $417,851    12%
Customer B   1,917,298    39%   -    -%
Total  $3,389,702    69%  $417,851    12%

 

 

    For the Three Months Ended
December 31, 2019
    As of December 31, 2019 
    Revenue    Percentage of
 revenue
    Accounts
 receivable
    Percentage of
 accounts
 receivable
 
                     
Customer A  $871,138    12%  $-    -%
Customer B   773,138    11%   -    -%
Customer C   851,841    12%   -    -%
Total  $2,496,117    35%  $-    -%

 

 

    For the Three Months Ended
December 31, 2018
    

 

As of December 31, 2018

 
    Revenue    Percentage of
 total revenue
    Accounts
 receivable
    Percentage of
 total accounts
 receivable
 
                     
Customer A  $733,511    31%  $417,851    12%
Customer B   358,983    15%   -    -%
Customer C   888,875    37%   -    -%
Total  $1,981,369    83%  $417,851    12%

 

Primarily all customers are located in the PRC.

 

 F-16 
 

 

Major suppliers

 

The suppliers who accounted for 10% or more of the Company’s total purchases (materials and services) and its outstanding balance of accounts payable are presented as follows:

 

   For the Six Months Ended
December 31, 2019
   As of December 31, 2019 
   Total
Purchase
   Percentage of
 total purchase
   Accounts
 payable
   Percentage
of
 total
accounts
 payable
 
                 
Supplier A - related party  $1,464,537    13%  $-    -%
Supplier B   2,168,109    19%   126,261    4%
Total  $3,632,646    32%  $126,261    4%

 

 

   For the Six Months Ended
December 31, 2018
   As of December 31, 2018 
   Total
Purchase
   Percentage of
 total purchase
   Accounts
 payable
   Percentage
of
 total
accounts
 payable
 
                 
Supplier A - related party  $1,610,058    36%  $55,829    1%
Supplier B - related party   517,262    11%   -    -%
Supplier C - related party   1,498,744    33%   -    -%
Supplier D   785,316    17%   -    -%
Total  $4,411,380    97%  $55,829    1%

 

 

   For the Three Months Ended
December 31, 2019
   As of December 31, 2019 
   Total
Purchase
   Percentage of
 total purchase
   Accounts
 payable
   Percentage
of
 total
accounts
 payable
 
                 
Supplier A - related party  $880,773    15%  $-    -%
Supplier B   1,056,219    17%   126,261    4%
Total  $1,936,992    32%  $126,261    4%

 

 F-17 
 

 

   For the Three Months Ended
December 31, 2018
   As of December 31, 2018 
   Total
Purchase
   Percentage of
 total purchase
   Accounts
 payable
   Percentage
of
 total
accounts
 payable
 
                 
Supplier A - related party  $933,679    47%  $55,829    1%
Supplier B - related party   706,462    36%   -    -%
Supplier C   248,609    13%   -    -%
Total  $1,888,750    96%  $55,829    1%

 

All suppliers of the Company are located in the PRC.

 

NOTE 11 - INCOME TAXES

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in United States of America, Hong Kong and the PRC that are subject to taxes in the jurisdictions in which they operate.

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of United States of America.

 

For the three and six months ended December 31, 2019 and 2018, there is no assessable income chargeable to profit tax in United States of America. Under normal circumstances, the Internal Revenue Service is authorized to audit income tax returns during a three-year period after the returns are filed.  In unusual circumstances, the period may be longer.  Tax returns for the years ended June 30, 2016 and after were still open to audit as of December 31, 2019.

 

Hong Kong

 

The Company’s subsidiaries, Well Best and Welly Surplus, are registered in Hong Kong and subject to income tax rate of 16.5%. For the three and six months ended December 31, 2019 and 2018, there is no assessable income chargeable to profit tax in Hong Kong.

 

The PRC

 

The Company’s subsidiaries in China are subject to a unified income tax rate of 25%. Fangguan Electronics was certified as high-tech enterprises for three years from November 2016 to November 2019 and is taxed at a unified income tax rate of 15%. Fangguan Electronics has renewed the high-tech enterprise certificate which granted it the tax rate of 15% for the three whole calendar years of 2019 -2021.

 

The reconciliation of income tax expense at the U.S. statutory rate of 21% to the Company's effective tax rate is as follows:

 

   For the Six Months Ended December 31, 
   2019   2018 
         
Tax at U.S. statutory rate  $215,961   $64,310 
Tax rate difference between foreign operations and U.S.   (105,068)   25,739 
Change in valuation allowance   76,612    30,442 
Permanent difference   (6,056)   1,737 
Effective tax  $181,449   $122,228 

 

 F-18 
 

 

The provisions for income taxes are summarized as follows:

 

   For the Six Months Ended December 31, 
   2019   2018 
Current  $152,570   $137,112 
Deferred   28,879    (14,884)
Total  $181,449   $122,228 

 

As of December 31, 2019, the Company has approximately $1,316,000 net operating loss carryforwards available in the U.S., Hong Kong and China to reduce future taxable income which will begin to expire from 2035. It is more likely than not that the deferred tax assets cannot be utilized in the future because there will not be significant future earnings from the entities which generated the net operating loss. Therefore, the Company recorded a full valuation allowance on its deferred tax assets.

 

The Company has not provided deferred taxes on unremitted earnings attributable to international companies that have been reinvested indefinitely. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the income tax liability that would be payable if such earnings were not indefinitely reinvested. In accordance with ASC Topic 740, interest associated with unrecognized tax benefits is classified as income tax and penalties are classified in selling, general and administrative expenses in the statements of comprehensive income (loss).

 

The extent of the Company’s operations involves dealing with uncertainties and judgments in the application of complex tax regulations in a multitude of jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state and international tax audits. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due.

 

NOTE 12 - CONVERTIBLE DEBT

 

Convertible notes

 

As of December 31, 2019, convertible notes payable consists of:

       Note Balance   Debt discount   Carrying
Value
 
                 
Power Up Lending Group Ltd  (1)   $103,000   $(42,702)  $60,298 
Firstfire Global Opportunities Fund LLC  (2)    165,000    (114,959)   50,041 
Power Up Lending Group Ltd  (3)    53,000    (34,077)   18,923 
Crown Bridge Partners  (4)    55,000    (37,956)   17,044 
Morningview Financial LLC  (5)    165,000    (146,466)   18,534 
BHP Capital NY  (6)    102,900    (83,575)   19,325 
  Total      $643,900   $(459,735)  $184,165 

 

(1)On July 25, 2019, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd to issue and sell, upon the terms and conditions set forth in the agreement a convertible note of the Company, in the aggregate principal amount of $103,000 and received $94,840 in cash on August 1, 2019 after deducting legal fees and other costs. The convertible note bears interest rate at 6% per annum and due on July 25, 2020. The convertible note can be converted into shares of the Company’s common stock at 65% of the average of the two lowest trading prices during the fifteen trading day prior to the conversion date.

 

 F-19 
 

 

(2)On September 11, 2019, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund LLC to issue and sell, upon the terms and conditions set forth in the agreement a convertible note of the Company, in the aggregate principal amount of $165,000 and received $143,500 in cash on September 18, 2019 after deducting an original issue discount in the amount of $15,000 (the “OID”), legal fees and other costs. The convertible note bears interest rate at 5% per annum and payable in one year. Conversion price shall be equal to the lower of (i) $2.00 or (ii) 75% multiplied by the lowest traded price of the common stock during the twenty consecutive trading day period immediately preceding the date of the respective conversion.

 

(3)On November 4, 2019, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd to issue and sell, upon the terms and conditions set forth in the agreement a convertible note of the Company, in the aggregate principal amount of $53,000 and received $47,350 in cash on November 12, 2019 after deducting legal fees and other costs. The convertible note bears interest rate at 6% per annum and due on November 4, 2020. The convertible note can be converted into shares of the Company’s common stock at 65% of the average of the two lowest trading prices during the fifteen trading day prior to the conversion date.

 

(4)On November 12, 2019, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC to issue and sell, upon the terms and conditions set forth in the agreement a convertible note of the Company, in the aggregate principal amount sum up to $165,000 with a purchase price sum up to $156,750. During November 2019, First Tranche of the agreement was executed in the principal amount of $55,000 and the Company received $50,750 in cash on November 15, 2019 after deducting an OID in the amount of $2,750, legal fees and other costs. The convertible note bears interest rate at 5% per annum and due on November 12, 2020. The convertible note can be converted into shares of the Company’s common stock at 75% multiplied by the lowest traded price of the common stock during the twenty consecutive trading day period immediately preceding the date of the respective conversion.

 

(5)On November 20, 2019, the Company entered into a Securities Purchase Agreement with Morningview Financial, LLC to issue and sell, upon the terms and conditions set forth in the agreement a convertible note of the Company, in the aggregate principal amount of $165,000 and received $153,250 in cash on November 22, 2019 after deducting an OID in the amount of $8,250, legal fees and other costs. The convertible note bears interest rate at 5% per annum and due on November 20, 2020. Conversion price shall be equal to the lower of (i) $2.00 or (ii) 75% multiplied by the lowest traded price of the common stock during the twenty consecutive trading day period immediately preceding the date of the respective conversion.

 

(6)On December 3, 2019, the Company entered into a Securities Purchase Agreement with BHP Capital NY, Inc to issue and sell, upon the terms and conditions set forth in the agreement a convertible note of the Company, in the aggregate principal amount of $102,900 and received $95,500 in cash on December 13, 2019 after deducting and OID in the amount of $4,900, legal fees and other costs. The convertible note bears interest rate at 5% per annum and due on December 3, 2020. The convertible note can be converted into shares of the Company’s common stock at 75% of the average of the two lowest trading prices during the fifteen trading day prior to the conversion date.

 

For the three and six months ended December 31, 2019, the Company recorded the amortization of debt discount of $160,023 and $181,336 for the convertible notes issued, which were included in other income and expenses in the consolidated statement of comprehensive income (loss).

 

Derivative liability

 

Upon issuing of the convertible notes, the Company determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and accounted for as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note, if any, is recorded immediately to interest expense at inception.

 

 F-20 
 

 

The derivative liability in connection with the conversion feature of the convertible debt is the only financial liability measured at fair value on a recurring basis.

 

The change of derivative liabilities is as follows:

 

Issued during the six months ended December 31, 2019  $477,726 
Change in fair value recognized in operations   (131,452)
  Balance at December 31, 2019  $346,274 

 

The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model at issuance date and December 31, 2019, using the following assumptions:

 

Estimated dividends None
Expected volatility 55.87% to 71.21%
Risk free interest rate 1.72% to 2.08%
Expected term 6 to 12 months

 

Warrants

 

In connection with the issuance of the $165,000 convertible promissory note on September 11, 2019, FirstFire Global Opportunities Fund, LLC is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth in the agreement, at any time on or after the date of issuance hereof to purchase from the Company up to 68,750 shares of common stock. Exercise price shall be $2.40, and the warrants can be exercised within 5 years which is before September 11, 2024.

 

In connection with the issuance of the $55,000 convertible promissory note on November 12, 2019, Crown Bridge Partners, LLC is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth in the agreement, at any time on or after the date of issuance hereof to purchase from the Company up to 22,916 shares of common stock. Exercise price shall be $2.80, and the warrants can be exercised within 5 years which is before November 12, 2024.

 

In connection with the issuance of the $165,000 convertible promissory note on November 20, 2019, Morningview Financial LLC is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth in the agreement, at any time on or after the date of issuance hereof to purchase from the Company up to 68,750 shares of common stock. Exercise price shall be $2.80, and the warrants can be exercised within 5 years which is before November 20, 2024.

 

The estimated fair value of the warrants was valued using the Black-Scholes option pricing model at grant date, using the following assumptions:

 

Estimated dividends None
Expected volatility 56.23% to 70.55%
Risk free interest rate 1.73% to 1.92%
Expected term 5 years

 

Since the warrants can be exercised at $2.4 or $2.8 and are not liabilities, the face value of convertible notes was allocated between convertible note and warrant based on the fair values of the convertible debt and warrants. Accordingly, $104,635 was allocated to warrants and recorded in additional paid in capital account during the six months ended December 31, 2019.

 

 F-21 
 

 

The details of the outstanding warrants are as follows:

 

   Number of
shares
   Weighted
Average Exercise
Price
   Remaining
Contractual Term
(years)
 
             
Outstanding at July 1, 2019   -   $-    - 
Granted   160,416    2.63    5 
Exercised   -    -    - 
Cancelled or expired   -    -    - 
Outstanding at December 31, 2019   160,416   $2.63    4.5 

 

NOTE 13 – SEGMENT INFORMATION

 

The Company’s business is classified by management into three reportable business segments (smart energy, photoelectric display and service contracts) supported by a corporate group which conducts activities that are non-segment specific. The smart energy reportable segment derives revenue from the sales of portable power banks that is intended to be utilized as a power source for electronic devices such as the iphone, ipad, mp3/mp4 players, PSP gaming systems, and cameras. The photoelectric display reportable segment derives revenue from the sales of LCM and LCD screens manufactured for small devices such as video capable baby monitors, electronic devices such as tablets and cell phones, and for use in televisions or computer monitors. The service contracts reportable segment derives revenue from providing IT and solution-oriented services. Unallocated items comprise mainly corporate expenses and corporate assets.

 

Although all of the Company’s revenue is generated from Mainland China, the Company is organizationally structured along business segments. The accounting policies of each operating segments are same and are described in Note 2, “Summary of Significant Accounting Policies.”

 

The following tables provide the business segment information for the three and six months ended December 31, 2019 and 2018.

 

   For the Six Months Ended December 31, 2019 
   Smart
energy
   Photoelectric
display
   Service
contracts
   Unallocated
items
   Total 
                     
Revenues  $1,538,094   $12,675,303   $619,901   $-   $14,833,298 
Cost of Revenues   1,464,537    10,529,594    349,545    -    12,343,676 
Gross profit   73,557    2,145,709    270,356    -    2,489,622 
                          
Operating expenses                         
  Selling, general and administrative expense   6,134    606,708    17,217    248,566    878,625 
  Research and development expense   -    506,851    -    -    506,851 
Total operating expenses   6,134    1,113,559    17,217    248,566    1,385,476 
                          
Income (loss) from operations   67,423    1,032,150    253,139    (248,566)   1,104,146 
                          
Other income (expense):                         
  Interest expense, net of interest income   16    (68,545)   16    (188,720)   (257,233)
  Subsidy income   -    50,018    -    -    50,018 
  Change in fair value of derivative liability   -    -    -    131,452    131,452 
Total other income (expense)   16    (18,527)   16    (57,268)   (75,763)
                          
Income (loss) before income tax provision   67,439    1,013,623    253,155    (305,834)   1,028,383 
Income tax provision   7,871    150,488    23,090    -    181,449 
Net income (loss)  $59,568   $863,135   $230,065   $(305,834)  $846,934 

 

 F-22 
 

 

 

   For the Six Months Ended December 31, 2018 
   Smart
energy
   Photoelectric
display
   Service
contracts
   Unallocated
items
   Total 
                     
Revenues  $1,831,387   $2,989,049   $126,199   $-   $4,946,635 
Cost of Revenues   1,630,188    2,605,795    110,652    -    4,346,635 
Gross profit   201,199    383,254    15,547    -    600,000 
                          
Selling, general and administrative expense   8,846    87,555    12,867    184,497    293,765 
                          
Income (loss) before income tax provision   192,353    295,699    2,680    (184,497)   306,235 
Income tax provision   48,273    73,687    268    -    122,228 
Net income (loss)  $144,080   $222,012   $2,412   $(184,497)  $184,007 

 

 

   For the Three Months Ended December 31, 2019 
   Smart
energy
   Photoelectric
display
   Service
contracts
   Unallocated
items
   Total 
                     
Revenues  $910,391   $6,195,380   $227,197   $-   $7,332,968 
Cost of Revenues   880,773    5,172,690    217,109    -    6,270,572 
Gross profit   29,618    1,022,690    10,088    -    1,062,396 
                          
Operating expenses                         
  Selling, general and administrative expense   2,022    311,037    5,736    178,402    497,197 
  Research and development expense   -    284,028    -    -    284,028 
Total operating expenses   2,022    595,065    5,736    178,402    781,225 
                          
Income (loss) from operations   27,596    427,625    4,352    (178,402)   281,171 
                          
Other income (expense):                         
  Interest expense, net of interest income   10    (34,549)   16    (165,847)   (200,370)
  Subsidy income   -    7,231    -    -    7,231 
  Change in fair value of derivative liability   -    -    -    115,563    115,563 
Total other income (expense)   10    (27,318)   16    (50,284)   (77,576)
                          
Income (loss) before income tax provision   27,606    400,307    4,368    (228,686)   203,595 
Income tax provision   5,879    61,648    410    -    67,937 
Net income (loss)  $21,727   $338,659   $3,958   $(228,686)  $135,658 

 

 F-23 
 

  

   For the Three Months Ended December 31, 2018 
   Smart
energy
   Photoelectric
display
   Service
contracts
   Unallocated
items
   Total 
                     
Revenues  $1,092,494   $1,159,054   $126,199   $-   $2,377,747 
Cost of Revenues   945,707    1,010,553    110,652    -    2,066,912 
Gross profit   146,787    148,501    15,547    -    310,835 
                          
Selling, general and administrative expense   3,691    45,812    12,867    169,809    232,179 
                          
Income (loss) before income tax provision   143,096    102,689    2,680    (169,809)   78,656 
Income tax provision   43,310    28,224    268    -    71,802 
Net income (loss)  $99,786   $74,465   $2,412   $(169,809)  $6,854 

 

NOTE 14 - SUBSEQUENT EVENTS

 

The Company has evaluated the existence of significant events subsequent to the balance sheet date through the date the financial statements were issued and has determined that the following subsequent events or transactions which would require recognition or disclosure in the financial statements.

 

Stock Issued for Services

 

The Company engaged Maxim Group LLC as its financial advisor to assist the Company in articulating its growth strategy to the investment community and up-list its securities to a National Securities Exchange. On February 10, 2020, the Company issued 150,000 shares of common stock to Maxim Group LLC as a part of its compensation, which were valued at $262,500 based on the quoted market price at issuance.

 

 F-24 
 

 

Stock Issued for Conversion of Convertible Debt

 

On January 31, 2020, the Company issued a total of 12,775 shares of common stock to Power Up Lending Group Ltd for the conversion of debt in the principal amount of $12,000 according to the conditions of the convertible note dated as July 25, 2019. The remaining principal balance due under this convertible note after this conversion is $91,000.

 

New Issuance of Convertible Debt

 

On January 10, 2020, the Company entered into a convertible promissory note with LABRYS FUND, LP to issue and sell, upon the terms and conditions set forth in the agreement a convertible note of the Company, in the aggregate principal amount of $146,850 and received $137,000 in cash on January 13, 2020 after deducting an OID in the amount of $7,350, legal fees and other costs. The note is due on January 10, 2021 and bears interest at 5% per annum. The conversion price shall be equal to 75% multiplied by the lesser of the lowest closing bid price or lowest traded price of the Common Stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.

 

In connection with the issuance of this convertible note, LABRYS FUND, LP is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth in the agreement, at any time on or after the date of issuance hereof to purchase from the Company up to 68,750 shares of common stock. Exercise price shall be $2.80, and the warrants can be exercised within 5 years which is before January 10, 2025.

 

 F-25 
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Revenues

 

During the three months ended December 31, 2019 and 2018, total revenues were $7,332,968 and $2,377,747, respectively. The total revenues increased by $4,955,221 or 208% from the three months ended December 31, 2018 to the three months ended December 31, 2019.

 

During the six months ended December 31, 2019 and 2018, total revenues were $14,833,298 and $4,946,635, respectively. The total revenues increased by $9,886,663 or 200% from the six months ended December 31, 2018 to the six months ended December 31, 2019.

 

Among the significant increase of $4,955,221 and $9,886,663 in total revenues for the three and six months ended December 31, 2019 compared to 2018, $5,770,431 and $11,804,239 increase can be directly attributed to the acquisition of Fangguan Electronics on December 27, 2018. The acquisition expanded operations in the fields of LCM in the PRC and significantly increased the volume of goods (LCD etc.) being sold.

 

The increase in total revenues due to acquisition of Fangguan Electronics was partially offset by the decreases of $815,210 and $1,917,577 respectively related to the existing business (excluding Fangguan Electronics) for the three and six months ended December 31, 2019 compared to 2018. After Fangguan Electronics was acquired, all business of Fangguan Photoelectric was replaced by Fangguan Electronics, which caused total revenues to decrease by $1,041,165 and $2,367,863 respectively for the three and six months ended December 31, 2019. In addition, the decreases were also the result of a decline in sales of portable power banks (the ever-primary produce of the Company before the acquisition) of $182,103 and $293,293 respectively for the three and six months ended December 31, 2019, which is expected to be offset by increases in average sales prices as the Company increased emphasis on higher margin goods for these existing business (excluding Fangguan Electronics).

 

Currently, the epidemic of pneumonia caused by novel coronavirus (the “Epidemic”) is severe in China and it may have an impact on all the revenues of the Company in subsequent periods.

 

With close attention continuously paid to the development of the Epidemic, the Company will diligently resume the operations and make proper arrangements for subsequent issues in accordance with the requirements of the Chinese government for Epidemic prevention and control.

 

Cost of Revenue

 

Cost of revenues included the cost of raw materials, labor, depreciation, overhead and finished products purchased.

 

During the three months ended December 31, 2019 and 2018, the total cost of revenues was $6,270,572 and $2,066,912, respectively. The total cost of revenues increased by $4,203,660 or 203% from the three months ended December 31, 2018 to the three months ended December 31, 2019.

 

During the six months ended December 31, 2019 and 2018, the total cost of revenues was $12,343,676 and $4,346,635, respectively. The total cost of revenues increased by $7,997,041 or 184% from the six months ended December 31, 2018 to the six months ended December 31, 2019.

 

Among the significant increase of $4,203,660 and $7,997,041 in total cost of revenues for the three and six months ended December 31, 2019 compared to 2018, $4,884,146 and $9,908,958 increase can be directly attributed to the acquisition of Fangguan Electronics on December 27, 2018.

 

The increase in total cost of revenues due to acquisition of Fangguan Electronics was partially offset by the decreases of $680,485 and $1,911,917 respectively related to the existing business (excluding Fangguan Electronics) for the three and six months ended December 31, 2019 compared to 2018. After Fangguan Electronics was acquired, all business of Fangguan Photoelectric was replaced by Fangguan Electronics, which caused total cost of revenues to decrease by $898,536 and $2,042,755 respectively for the three and six months ended December 31, 2019. In addition, the decreases were also the result of a decline in cost of revenues of portable power banks (the ever-primary produce of the Company before the acquisition) of $64,934 and $165,651 respectively for the three and six months ended December 31, 2019, which was in consistent with the decrease in sales of portable power banks.

 

 26 
 

 

Gross Profit

 

During the three months ended December 31, 2019 and 2018, the gross profit was $1,062,396 and $310,835, respectively.

 

The gross profit increased by 242% from the three months ended December 31, 2018 to the three months ended December 31, 2019.

 

Our gross profit margin maintained at 14% during the three months ended December 31, 2019 as compared to 13% for the three months ended December 31, 2018.

 

During the six months ended December 31, 2019 and 2018, the gross profit was $2,489,622 and $600,000, respectively.

 

The gross profit increased by 315% from the six months ended December 31, 2018 to the six months ended December 31, 2019.

 

Our gross profit margin maintained at 17% during the six months ended December 31, 2019 as compared to 12% for the six months ended December 31, 2018.

 

The difference in gross profit margin can be attributed to the fact that the LCM manufactured and sold by Fangguan Electronics (which became a variable interest entity of the Company on December 27, 2018) holds a relatively higher gross profit margin than that of the existing business (excluding Fangguan Electronics) before the acquisition.

 

Selling, General and Administrative Expenses

 

Our selling, general and administrative expenses mainly comprised of payroll expenses, transportation, office expense, professional fees, freight and shipping costs, rent, and other miscellaneous expenses.

 

During the three months ended December 31, 2019 and 2018, selling, general and administrative expenses were $497,197 and $232,179, respectively.

 

During the six months ended December 31, 2019, and 2018, selling, general and administrative expenses were $878,625 and $293,765, respectively.

 

The difference can be attributed to the depreciation and amortization expenses, payroll expenses, professional fees and other expenses incurred during the three and six months ended December 31, 2019 after Fangguan Electronics became a variable interest entity of the Company on December 27, 2018.

 

Research and Development Expenses

 

Our research and development expenses mainly comprised of payroll expenses of research staff, and other miscellaneous expenses.

 

During the three months ended December 31, 2019 and 2018, research and development expenses were $284,028 and $0, respectively.

 

During the six months ended December 31, 2019 and 2018, research and development expenses were $506,851 and $0, respectively. All research and development expenses were incurred by Fangguan Electronics (a variable interest entity of the Company since December 27, 2018).

 

 27 
 

 

Other Incomes (Expenses)

 

Other expenses consisted of interest expense, net of interest income. Other incomes consisted primarily of a change in fair value of derivative liability and subsidy income.

 

During the three months ended December 31, 2019 and 2018, other incomes (expenses) were $(77,576) and $0, respectively.

 

During the six months ended December 31, 2019 and 2018, other incomes (expenses) were $(75,763) and $0, respectively.

 

The difference of interest expense was mainly due to the new issuances of convertible notes during the three and six months ended December 31, 2019. In addition, the acquisition of Fangguan Electronics on December 27, 2018 also contributed to the increase of interest expense as Fangguan Electronics borrowed short-term bank loan during the three and six months ended December 31, 2019.

 

The difference of subsidy income was the result of acquisition of Fangguan Electronics on December 27, 2018 as Fangguan Electronics received government subsidies during the three and six months ended December 31, 2019.

 

The difference of change in fair value of derivative liability can be attributed to the new issuances of convertible notes during the three and six months ended December 31, 2019.

 

Net Income

 

During the three months ended December 31, 2019 and 2018, our net income was $135,658 and $6,854, respectively.

 

During the six months ended December 31, 2019 and 2018, our net income was $846,934 and $184,007, respectively.

 

The difference can be attributed to increase in gross profits netting off by the increase of expenses during the three and six months ended December 31, 2019.

 

Liquidity and Capital Resources

 

Cash Flow from Operating Activities

 

During the six months ended December 31, 2019, net cash provided by operating activities was $588,568 compared to net cash used in operating activities of $208,621 for the six months ended December 31, 2018. The change was mainly due to the increase of $662,927 in the net income, an increase of $492,727 resulting from adjustments to net income for non-cash items, offsetting by the increase of $358,465 in cash outflow from changes in operating assets and liabilities during the six months ended December 31, 2019 compared to same period of 2018.

 

Cash Flow from Investing Activities

 

During the six months ended December 31, 2019, net cash used in investing activities was $190,675 compared to net cash provided by investing activities of $685,428 for the six months ended December 31, 2018. Cash used in the acquisition of the equipment increased by $188,512 from 2018 to 2019 due to acquisition of Fangguan Electronics. In addition, the Company also received cash of $687,591 in December 2018 for acquisition of Fangguan Electronics.

 

Cash Flow from Financing Activities

 

During the six months ended December 31, 2019, the Company was provided by $683,561 in cash by financing activities, which was primarily due to the proceeds received from issuance of convertible notes. During the six months ended December 31, 2018, the Company received $240,456 in cash for financing activities, which was primarily attributable to the proceeds from the related party loans offsetting by the decrease in notes receivable inflows.

 

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As of December 31, 2019, we have a working capital of $1,869,711.

 

Our total current liabilities as of December 31, 2019 were $8,928,749 and consist of $2,580,201 for a short-term bank loan, $3,416,761 in accounts payable, the amount due to related parties of $2,086,788, advance from customers of $104,435, the convertible notes payable net of debt discount and loan cost of $184,165, the derivative liability of $346,274, current portion of operating lease liabilities of $3,254 and accrued expenses and other current liabilities of $206,871. Our Company’s President is committed to providing for our minimum working capital needs for the next 12 months, and we do not expect the previous related party loan be payable for the next 12 months. However, we do not have a formal agreement that states any of these facts. The remaining balance of our current liabilities relates to audit and consulting fees and such payments are due on demand and we expect to settle such amounts on a timely basis based upon shareholder loans to be granted to us in the next 12 months.

 

Future Financings

 

We consider taking on long-term or short-term debt from financial institutions in the immediate future. Besides for the bank funding, we are dependent upon our director and the major shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations. The financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Recently Issued Accounting Pronouncements

 

There were no recent accounting pronouncements that have or will have a material effect on the Company’s financial position or results of operations.

 

Contractual Obligations

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2019.

 

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Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting subsequent to the fiscal year ended June 30, 2019, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

 

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

 

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

 

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

  

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest. 

 

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Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 

 

None.

 

Item 3. Defaults Upon Senior Securities. 

 

None.

 

Item 4. Mine Safety Disclosures.

 

N/A.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit      
Number Description of Exhibit    
3.01a Articles of Incorporation, dated March 11, 2011   Filed with the SEC on October 13, 2017 as part of our Annual Report on Form 10-K
3.01b Certificate of Amendment to Articles of Incorporation, dated August 7, 2014   Filed with the SEC on September 3, 2014 as part of our Current Report on Form 8-K
3.01c Certificate of Amendment to Articles of Incorporation, dated December 3, 2015   Filed with the SEC on December 10, 2015 as part of our Current Report on Form 8-K
3.02a Bylaws   Filed with the SEC on August 23, 2011 as an exhibit to our Registration Statement on Form 10.
3.02b Amended Bylaws, dated August 7, 2014   Filed with the SEC on September 3, 2014 as part of our Current Report on Form 8-K
4.06 Description of Registrant’s Securities   Filed with the SEC on September 30, 2019 as part of our Annual Report on Form 10-K
10.01 Stock Purchase Agreement between Locksley Samuels and Shining Glory Investments Limited, dated November 20, 2015   Filed with the SEC on November 23, 2015 as part of our Current Report on Form 8-K
10.02 Manufacturing Agreement, dated as of August 19, 2016, by and between Jiangxi Huanming Technology Limited Company and XinyuIonix Technology Company Limited.   Filed with the SEC on August 24, 2016 as part of our Current Report on Form 8-K
10.03 Share Transfer Agreement, dated as of August 19, 2016, by and between GuoEn Li and Well Best International Investment Limited   Filed with the SEC on August 24, 2016 as part of our Current Report on Form 8-K
10.04 Share Purchase Agreement dated December 27, 2018 by and between Ionix Technology, Inc., Changchun Fangguan Electronics Technology Co., Ltd. and the shareholders of Changchun Fangguan Electronics Technology Co., Ltd.   Filed with the SEC on December 27, 2018 as part of our Current Report on Form 8-K
10.05 Business Operation Agreement dated December 27, 2018 by and between Changchun Fangguan Photoelectric Display Technology Co., Ltd., Changchun Fangguan Electronics Technology Co., Ltd., Jialin Liang and Xuemei Jiang.   Filed with the SEC on December 27, 2018 as part of our Current Report on Form 8-K

 

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10.06 Exclusive Technical Support Service Agreement dated December 27, 2018 by and between Changchun Fangguan Photoelectric Display Technology Co., Ltd. and Changchun Fangguan Electronics Technology Co., Ltd.   Filed with the SEC on December 27, 2018 as part of our Current Report on Form 8-K
10.07 Equity Interest Purchase Agreement dated December 27, 2018 by and between Changchun Fangguan Photoelectric Display Technology Co., Ltd., Changchun Fangguan Electronics Technology Co., Ltd., Jialin Liang and Xuemei Jiang.   Filed with the SEC on December 27, 2018 as part of our Current Report on Form 8-K
10.08

Equity Interest Pledge Agreement dated December 27, 2018 by and between Changchun Fangguan Photoelectric Display Technology Co., Jialin Liang and Xuemei Jiang 

  Filed with the SEC on December 27, 2018 as part of our Current Report on Form 8-K
21.1 List of Subsidiaries   Filed with the SEC on  September 30, 2019 as part of our Annual Report on Form 10-K
31.01 Certification of Principal Executive Officer Pursuant to Rule 13a-14   Filed herewith.
31.02 Certification of Principal Financial Officer Pursuant to Rule 13a-14   Filed herewith.
32.01 CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act   Filed herewith.
32.02 CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act   Filed herewith.
 101.INS* XBRL Instance Document   Filed herewith.
101.SCH* XBRL Taxonomy Extension Schema Document   Filed herewith.
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document   Filed herewith.
101.LAB* XBRL Taxonomy Extension Labels Linkbase Document   Filed herewith.
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document   Filed herewith.
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document   Filed herewith.

 

 

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Ionix Technology, Inc.
   
 Date: February 14, 2020 By: /s/ Cheng Li  
 

Name:  Cheng Li

Title:    Chief Executive Officer and Director

(Principal Executive Officer)

 

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 Date: February 14, 2020 By: /s/ Yue Kou  
 

Name:  Yue Kou

Title:    Chief Financial Officer

(Principal Financial Officer)

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

  Ionix Technology, Inc.
   
 Date: February 14, 2020 By: /s/ Cheng Li  
 

Name:  Cheng Li

Title:    Chief Executive Officer, Director

 

 

 Date: February 14, 2020 By: /s/ Yue Kou  
 

Name:  Yue Kou

Title:    Chief Financial Officer

 

 

 Date: February 14, 2020 By: /s/ Yubao Liu  
 

Name:  Yubao Liu

Title:    Director

 

 

 Date: February 14, 2020 By: /s/ Jialin Liang  
 

Name:  Jialin Liang

Title:    Director

 

 

 Date: February 14, 2020 By: /s/ Xuemei Jiang  
 

Name:  Xuemei Jiang

Title:    Director

 

 

 Date: February 14, 2020 By: /s/ Anthony Saviano  
 

Name:  Anthony Saviano

Title:    Independent Director

 

 

 Date: February 14, 2020 By: /s/ Hui Zhang  
 

Name:  Hui Zhang

Title:    Independent Director

 

 

 Date: February 14, 2020 By: /s/ Yongsheng Fu  
 

Name:  Yongsheng Fu

Title:    Director

 

 

 Date: February 14, 2020 By: /s/ Zhenyu Wang  
 

Name:  Zhenyu Wang

Title:    Independent Director

 

 

 Date: February 14, 2020 By: /s/ Qinghua Shi  
 

Name:  Qinghua Shi

Title:    Independent Director

 

 

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