UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

FORM 10−Q10-Q

(Mark One)

[X]QUARTERLY REPORT PURSUANT TO SECTIONQuarterly Report pursuant to Section 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the Securities Exchange Act of 1934

For the quarterly period ended: September 30, 2011endedOctober 31, 2019

[   ]TRANSITION REPORT PURSUANT TO SECTION

Transition Report pursuant to 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the Securities Exchange Act of 1934

For the transition period from  ____________to _____________________ to __________

Commission File Number: 000-53432333-233674

TEC TECHNOLOGY, INC.Telidyne, Inc.

(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)
its charter)

Delaware13-401302782-5139000
(State or other jurisdiction of(I.R.S. Employer Identification No.)

incorporation or organization)
(IRS Employer
Identification No.)

112 W 34 St., Ste 18006

New York, NY 10016

(Address of principal executive offices)

Xinqiao Industrial Park
Jingde County
Anhui Province 242600
People’s Republic of China
(Address of principal executive offices, Zip Code)

(646) 383-3700
(Registrant’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)

(86) 563 8023488
(Registrant’s telephone number, including area code)

________________________________________________________
(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.days  Yes    No  

Yes [X]                             No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes    No  

Yes [X]                             No [   ]

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

Large accelerated filer [   ]Accelerated filer [   ]
Non-accelerated filerSmaller reporting company
 Non-accelerated filer   [   ]   (Do not check if a smaller reporting company)Smaller reportingEmerging growth company [X]

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  

Yes [   ]                             No [X]

TheState the number of shares outstanding of each of the issuer’s classes of common stock, as of November 10, 2011 isthe latest practicable date: 5,000,264 common shares as follows:of December 9, 2019.

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

 Class of Securities 
Shares OutstandingTable of Contents

 

TABLE OF CONTENTS
 
 Common Stock, $0.001 par valuePage
 30,181,552


TEC TECHNOLOGY, INC.

Quarterly Report on Form 10-Q
Three and Nine Months Ended September 30, 2011PART I – FINANCIAL INFORMATION
 

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION

Item 1.1:Financial Statements (unaudited)13
Item 2.2:Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Item 3.3:Quantitative and Qualitative Disclosures About Market Risk86
Item 4.4:Controls and Procedures86

PART II
OTHER INFORMATION

Item 1.Legal Proceedings9
PART II – OTHER INFORMATION
Item 1A.1:Risk FactorsLegal Proceedings97
Item 2.1A:Risk Factors7
Item 2:Unregistered Sales of Equity Securities and Use of Proceeds97
Item 3.3:Defaults Upon Senior Securities97
Item 4.4:(Removed and Reserved)Mine Safety Disclosure97
Item 5.5:Other Information97
Item 6.6:Exhibits97

i


2
Table of Contents

PART I
- FINANCIAL INFORMATION

ITEM

Item 1. FINANCIAL STATEMENTS.Financial Statements

TEC TECHNOLOGY, INC.
QUARTERLY FINANCIAL REPORT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011Our condensed financial statements included in this Form 10-Q are as follows:

1


TEC TECHNOLOGY, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE
CONSOLIDATED BALANCE SHEETSF - 1
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOMEF - 2
CONSOLIDATED STATEMENTS OF CASH FLOWSF - 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSF - 4 - F - 25


Page

Number


TEC TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

 

 September 30, 2011  December 31, 2010 

 

 (Unaudited)  (Audited) 

ASSETS

      

Current assets

      

 Cash and cash equivalents

$ 3,375,312 $ 2,526,710 

 Restricted cash

 69,291  1,164,598 

 Accounts receivable, net of allowance for doubtful accounts

 20,179,785  14,356,352 

 Inventory

 6,113,015  5,235,074 

 Deposits and prepaid expenses

 4,092,188  5,439,579 

 Other receivables

 2,803,897  1,626,039 

 Taxes recoverable

 17,391  2,389 

Total current assets

 36,650,879  30,350,741 

Property and equipment

      

 Property and equipment, net of accumulated depreciation

 3,885,813  3,790,765 

 Land use rights, net of accumulated amortization

 8,057,124  2,071,771 

 Construction in progress

 2,258,450  473,355 

 

 14,201,387  6,335,891 

Total assets

$ 50,852,266 $ 36,686,632 

 

      

                 LIABILITIES AND STOCKHOLDERS' EQUITY

      

 

      

Current liabilities

      

 Accounts payable

$ 7,056,658 $ 8,313,633 

 Other payables and accrued expenses

 4,683,755  3,494,358 

 Taxes payables

 420,762  44,608 

 Customer deposits

 1,140,085  80,331 

 Short term borrowings

 23,428,713  12,938,582 

 

 36,729,973  24,871,512 

Commitments and contingencies

 -  - 

 

      

Stockholders' equity

      

 Preferred stock: 10,000,000 authorized, none issued and outstanding $0.001 par value

      

 Common stock: 300,000,000 authorized $0.001 par value 30,181,552 shares issued and outstanding as of September 30, 2011 and December 31, 2010, respectively

$ 30,182 $ 30,182 

 Additional paid in capital

 1,105,454  1,024,891 

 Retained earnings

 11,852,910  10,077,006 

 Accumulated other comprehensive income

 1,133,747  683,041 

Total stockholders' equity

 14,122,293  11,815,120 

Total liabilities and stockholders' equity

$50,852,266 $36,686,632 

See accompanying notes of these consolidated financial statements
F - 1


TEC TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 

 Three months  Three months  Nine months  Nine months 

 

 ended  ended  ended  ended 

 

 September 30, 2011  September 30, 2010  September 30, 2011  September 30, 2010 

 

 (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited) 

Revenues

$ 11,364,648 $ 7,285,615 $ 19,559,792 $ 21,892,594 

Cost of goods sold

 8,418,882  5,355,307  14,203,143  15,313,202 

Gross profit

 2,945,766  1,930,308  5,356,649  6,579,392 

Selling and marketing expenses

 (438,939) (337,423) (1,065,308) (1,127,290)

General and administrative expenses

 (378,165) (293,389) (1,271,357) (938,337)

Net income from operations

 2,128,662  1,299,496  3,019,984  4,513,765 

Other income (expenses)

            

 Government grant

 1,421  10,798  218,408  190,215 

 Other income

 2,123  -  2,123  13,695 

 Interest expense

 (465,391) (299,865) (1,125,568) (979,425)

Net other income (expenses)

 (461,847) (289,067) (905,037) (775,515)

Net income before provision for income taxes

 1,666,815  1,010,429  2,114,947  3,738,250 

Provision for income taxes

 (257,753) (151,535) (339,043) (538,396)

Net income

 1,409,062  858,894  1,775,904  3,199,854 

Other comprehensive income (loss)

            

  Foreign currency translation gain (loss)

 151,543  12,462  450,706  (177,290)

Comprehensive income

$ 1,560,605 $ 871,356 $ 2,226,610 $ 3,022,564 

Weighted average numbers of common shares

            

       Basic

 30,181,882  25,298,383  30,181,882  25,298,383 

       Diluted

 30,181,882  25,298,383  30,181,882  25,298,383 

Earnings per share

            

       Basic

$ 0.05 $ 0.03 $ 0.06 $ 0.13 

       Diluted

$ 0.05 $ 0.03 $ 0.06 $ 0.13 

See accompanying notes of these consolidated financial statements
F - 2


TEC TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

  Nine months  Nine months 
 ended  ended 
  September 30, 2011  September 30, 2010 
  (Unaudited)  (Unaudited) 

Cash flows from operating activities

      

   Net income for the period

$ 1,775,904 $ 3,199,854 

 Adjustments to reconcile net income to net cash (used in) provided by operating activites:

      

       Depreciation

 259,193  207,350 

       Loss on disposal of property and equipment

 537  - 

       Amortization of land use rights

 33,745  31,779 

       Stock based compensation

 93,800  - 

 Changes in operating assets and liabilities

      

       Decrease in restricted cash

 1,095,307  - 

       Increase in inventory

 (877,941) (958,677)

       Increase/(decrease) in deposits and prepaid expenses

 (2,281,507) 1,471,962 

       Increase in accounts receivable

 (5,823,433) (7,678,771)

       (Increase) decrease in other receivables

 (1,177,858) 59,733 

       Increase in taxes recoverable

 (15,002) (6,336)

       Increase/(decrease) in taxes payable

 376,154  (862,532)

       (Decrease) increase in accounts payable

 (1,259,975) 4,360,248 

       Increase/(decrease) in customer deposits

 1,059,754  (81,279)

       Increase in other payables and accrued expenses

 1,189,397  1,955,393 

Net cash (used in) provided by operating activities

 (5,551,925) 1,698,724 

Cash flows from investing activities

      

       Purchase of property and equipment

 (239,580) (622,961)

       Proceeds from disposal of property and equipment

 5,379  - 

       Payment for construction in progress

 (1,775,312) (36,959)

       Purchases of land use rights

 (2,174,130) - 

Net cash used in investing activities

 (4,183,643) (659,920)

Cash flows from financing activities

      

     Common stock issued

 -  10,987 

     Contribution of paid in capital

 -  58,321 

     Proceeds from short term borrowings

 18,050,799  - 

     Repayment of short term borrowings

 (8,146,100) (1,124,474)

Net cash provided by (used in) financing activities

 9,904,699  (1,055,166)

Effects on exchange rate changes on cash

 679,471  84,800 

Increase in cash and cash equivalents

 848,602  68,438 

Cash and cash equivalents, beginning of period

 2,526,710  164,927 

Cash and cash equivalents, end of period

 3,375,312  233,365 

Supplementary disclosures of cash flow information:

      

 Cash paid for interest

 1,125,568  979,425 

 Cash paid for income taxes

 2,196,414  1,392,926 

Non cash transactions:

      

 Issuance of warrant

 94,120  - 

 Acquisition of land use rights from deposits and prepaid expenses

 3,659,766  - 

 Capital contributed by directors assuming debts of Company

 80,563  - 

See accompanying notes of these consolidated financial statements
F - 3


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.

BUSINESS ORGANIZATION

TEC Technology, Inc. (formerly known as Highland Ridge, Inc., Sea Green, Inc., Americom Networks Corp. and Americom Networks International, Inc.) was incorporated on July 22, 1988 in the State of Delaware, United States of America. (the “Company” or “TEC Holding”). On June 9, 2010, the Company changed its name from Highland Ridge, Inc. to TEC Technology, Inc.

On May 4, 2010, the Company completed a reverse acquisition transaction pursuant to a share exchange agreement among the Company, TEC Technology Limited, a Hong Kong limited company (“TECT”) and TECT’s sole stockholder, Mr. Hua Peng Phillip Wong, whereby the Company acquired 100% of the issued and outstanding capital stock of TECT in exchange for 19,194,421 shares of the Company’s common stock, which constituted 63.6% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of reverse acquisition. As a result of the acquisition of TECT, the Company now owns all of the issued and outstanding capital stock of TECT, which in turn owns Anhui TEC Tower Co., Ltd. (“ATEC”); and Shuncheng Taida Technology Co., Ltd. (“STT”). ATEC currently owns 90% of Zhejiang TEC Tower Co., Ltd. (“ZTEC”). For accounting purposes, the share exchange transaction with TECT was treated as a reverse acquisition and recapitalization of TECT, with TECT as the acquirer and TEC US as the acquired party. Upon completion of the exchange, TECT became a wholly owned subsidiary of TEC US. On the same date, Mr. Chun Lu, Chairman of the Board and Chief Executive Officer of TEC US, entered into an option agreement with TECT and Mr. Hua Peng Phillip Wong, the Company’s controlling stockholder, pursuant to which Mr. Lu was granted an option to acquire 17,797,372 shares of the Company’s common stock currently owned by Mr. Wong for an aggregate exercise price of $1,000,000. Mr. Lu may exercise this option, in whole but not in part, during the period commencing on the 365th day following of the date of the option agreement and ending on the second anniversary of the date thereof.

TECT was organized as a private corporation, under the Companies Laws of the Hong Kong on November 11, 2009. It was principally established to serve as an investment holding company and its operations are carried out in Hong Kong. On February 22, 2010, TECT entered into an equity transfer agreement with Mr. Chun Lu, the sole shareholder of ATEC. The transfer was approved by the Department of Commerce of Anhui Province on March 2, 2010. This business combination was accounted for as entities under common control because the majority shareholders of TECT and ATEC were the same person.

ATEC is a private corporation, incorporated under the laws of the People’s Republic of China (“PRC”) on July 3, 2007. ATEC’s principal activities are the development and manufacturing of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers and transmission cable towers.

ZTEC was established on December 7, 2009 as a PRC limited company with ATEC owning 90% of equity interest and Ms. Yiping Zhu, an individual, owning the remaining 10% equity interest. ZTEC’s production facility is still under construction and it has not yet commenced operations. ZTEC’s main business will include the development and manufacturing of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers and transmission cable towers.

STT was incorporated in the PRC on January 20, 2010. STT has not commenced operations and its main business will include engineering consultancy and design of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers and transmission cable towers. As a result of the reverse acquisition of TECT, the Company entered into new businesses. The Company is primarily engaged, through its indirect Chinese subsidiaries, in the design, production and sale of transmission towers and related products used in high voltage electric power transmission and wireless communications.


2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  
F-12.1

FISCAL YEAR

Condensed Balance Sheets as of October 31, 2019 (unaudited) and January 31, 2019;
F-2Condensed Statements of Operations for the three and nine months ended October 31, 2019 (unaudited) and 2018 (unaudited);
F-3Condensed Statements of Changes in Shareholders’ Equity for the three and nine months ended October 31, 2019 (unaudited) and 2018 (unaudited)
F-4Condensed Statements of Cash Flows for the nine months ended October 31, 2019 (unaudited) and 2018 (unaudited);
F-5Notes to Condensed Financial Statements.

 3 

The Company has adopted December 31 as its fiscal year end.

Table of Contents

F - 4


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TELIDYNE, INC. 

BALANCE SHEETS

  October 31, 2019 January 31, 2019
  Unaudited Audited
ASSETS    
Current Assets:       
Cash $3,341  $6,069
Total current assets  3,341   6,069
Property and equipment:       
Furniture & Fixtures, net  341   487
Total Property and equipment  341   487
Other Assets       
Long term Prepayment  3,600   3,600
Total assets $7,282  $10,156
        
LIABILITIES AND SHAREHOLDERS' EQUITY       
Current liabilities:       
Accounts Payable  4,717   —  
Accrued Expenses  —    $20,000
Total current liabilities  4,717   20,000
Long term Liabilities       
Note Payable to Owner  111,747   104,497
Total liabilities  116,464   124,497
        
Shareholders' Deficits       
Common stock: par value; $0.0001 per share, 60,000,000 shares authorized, 5,000,264 shares par value 0.0001 per share outstanding at 10/31/2019 and 4,500,264 shares, par value 0.0001 per share outstanding at 01/31/2019  500   450
        
Preferred stock, par value $0.0001 per share 10,000,000 shares authorized,1,000,000 series A shares outstanding at 10/31/2019, 1,000,000 series C shares outstanding at 01/31/2018  100   100
Additional Paid-in capital  26,806   12,356
Accumulated Deficits $(136,588) $(127,247)
Total shareholders' deficits  (109,182)  (114,341)
        
Total liabilities and shareholders' deficits $7,282  $10,156

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

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 F-1 
2.2

REPORTING ENTITIES

Table of Contents

TELIDYNE, INC. 

STATEMENTS OF OPERATIONS

   For the Nine Months Ended October 31,
   2019   2018
   UNAUDITED   UNAUDITED
        
Sales $10,094  $0
Cost of Sales  4,717   0
        
Gross Margin  5,377   0
        
Selling, general and administrative expenses  14,718   62,075
        
        
Operating Loss  (9,341)  (62,075)
        
Loss before provision for Income Taxes  (9,341  (62,075)
      
Provision for income taxes  0   0
        
Net Loss $(9,341) $(62,075)
        
Loss per weighted average share: $0.000  $0.000
Weighted Average number of shares  4,915,264   3,382,764
        

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

 F-2 

The accompanying consolidated financial statements include the following entities:

Table of Contents

TELIDYNE, INC. 

STATEMENTS OF SHAREHOLDERS' DEFICIT, UNAUDITED

  Preferred Stock Series C & A Preferred Stock Par Value Common Stock   
   Number of Shares   Stock   Number of Shares  Par Value $0.0001   Additional Paid-In Capital   Accumulated Deficits   Total Shareholders' Equity/Deficit
                            
Balance at January 31, 2018  1,000,000   100   300,181,552   3,018   (1,712)  (11,106)  (9,700)
Common Stock Reverse Split, March 22, 2018          30,264   3   3,115        
Sale of Stock  1,000,000   100   4,470,000   447   10,953       11,500
Retire Pref. C Stock  (1,000,000)  (100)                   
Net loss for Six Months                           
Ended July 31, 2018                      (2,450)   
Balance at July 31, 2018  1,000,000   100   4,500,264   450   12,356   (13,556)  (650)
Net Loss for FY 2018  —     —     —     —     —     (116,141)  (116,141)
Balance at January 31, 2019  1,000,000   100   4,500,264   450   12,356   (127,247)  (114,341)
                            
Sale of Stock          500,000   50   14,450       14,500
Net loss for Nine Months                      (9,341)   
                            
Balance at October 31, 2019  1,000,000   100   5,000,264   500   26,806   (136,588)  (109,182)

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

F-3
Table of Contents

TELIDYNE, INC.

STATEMENTS OF CASH FLOWS

  For Nine Months Ended October 31,
  2019 2018
  UNAUDITED  UNAUDITED
Cash flows from operating activities       
Net Loss $(9,341)  (62,075)
Adjustments to reconcile net income to net cash used in operating activities:       
Depreciation  146   —  
Deposits  —    (3,300)
Accrued expenses  (15,283)  0
Net cash used in operating activities  (24,478)  (65,375)
        
        
Cash flows from financing activities       
     Net loans from shareholders  7,250   61,375
     Proceeds from sale of common stock  14,500   11,500
Net cash provided by financing activities  21,750   72,875
        
Net increase  in cash  (2,728)  7,500
        
Cash beginning of period  6,069   0
Cash end of period $3,341  $7,500

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

F-4
Table of Contents

TELIDYNE, INC.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

For the Nine Months Ended OCTOBER 31, 2019

1.0       BUSINESS ORGANIZATION

Telidyne Inc. (formerly known as TEC technology, Inc.) was incorporated on December 5, 2011 in the State of Nevada (the “Company”).

On July 25, 2012, the Company divested all three of its wholly owned subsidiaries, which conducted 100% of the Company’s operations, which include the following: (i) TEC Technology Limited, Hong Kong, (ii) Anhui TEC Tower Co., Limited, PRC, and (iii) Zhejiang TEC Tower Co., Limited, PRC. Thus, subsequent to that date, the Company had no subsidiaries and no operations going forward.

On March 22, 2018 Company changed its name to Telidyne Inc. and carried out a reverse split of its common stock, par value $0.001, at a ratio of one-for-one thousand. This reverse stock split became effective on March 22, 2018 and, unless otherwise indicated, all share amounts, per share data, share prices, and conversion rates set forth in this Report and the accompanying financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split of 1000: 1.

On March 24, 2018 the Company started developing software to provide technologies and platforms to a wide variety of companies to disrupt the ecommerce with blockchain technology. The Company has developed a mobileApp named ‘Telibit” that facilitates peer to peer payments and third party payments. The Company has started generating revenues through software development work for various clients.

Telidyne develops platforms for Global Smart Contracts. A Smart Contract utilizes blockchain technology and is essentially a digital agreement between two parties that automatically executes itself. Smart contracts can be of any variety between two or more parties such as (i) amounts to be paid, (ii) the transfer of documents (iii) the selling of a product and (iv) the consumption of a commodity such as power. In ecommerce, such smart contracts allow direct transactions between sellers and buyers without the need for a middle man.

The Company has offices located at 112 W 34 St, Ste 18006, New York, NY 10120.

On January 18, 2019, the Company re-domiciled from Nevada to Delaware through a Holding Company Reorganization in accordance with section 251(g) of the Delaware general Corporation Law (“DGCL”). In accordance with Section 251(g) of the DGCL, the issuer, Telidyne Inc., the Nevada Company, as previously constituted (the “Predecessor”) became a direct wholly owned subsidiary of a newly formed Delaware corporation, Telidyne Inc. (the “Holding Company”), which became the successor issuer. In other words, the Holding Company is now the public entity.

In accordance with section 251(g) of the DGCL, Telidyne Merger Corporation (“Merger Co”), another newly formed Delaware corporation and, prior to the Holding Company Reorganization, was a wholly owned subsidiary of the Holding Company, merged with and into the Predecessor, with Merger Co surviving the Merger as a direct wholly owned subsidiary of the Holding Company and Predecessor losing its existence, (the “Merger”); however as of the effective time of the Merger, the designation, rights, powers and preferences of the Predecessor company’s common stock immediately before the Merger became the same as those of the common stock of the Holding Company. Thus in accordance with section 251(g) of the CGCL Holding Company Reorganization all of the outstanding shares of common stock of the Predecessor were automatically converted into identical shares of the common stock of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other equity holders became stockholders and equity holders, as applicable of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization. The executive officers and the board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.

F-5
Table of Contents

2.0       BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. The accounting policies confirm to the general accepted accounting principles in the United States of America and have been consistently applied in the preparation thereof. The Company has adopted January 31 as its fiscal year end.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  Estimates also affect that reported amounts of revenues and expenses during the reporting period.  Actual events and results could differ from those assumptions and estimates.

Cash & Cash Equivalents

Cash and cash equivalents include short-term liquid investments that are readily convertible to cash and have original maturities of nine months or less.

Fixed Assets

Furniture, Fixtures, Property and Equipment are stated at cost and are depreciated using the straight-line method over five years. Leasehold improvements are amortized over the shorter of the useful life or the remaining lease term. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gains or losses are reflected in operations. Expenditures for maintenance and repairs are charged to operations as incurred. Renewals and betterments are capitalized. Depreciation expense for nine months ended October 31, 2019 was $146 and $0.0 for nine months ended October 31, 2018.

Capitalized Cost of external use Software

The Company capitalizes certain costs incurred to purchase or create external-use software in accordance with FASB Accounting Standards Codification (ASC) Topic 985. To date, such costs have included external direct costs of materials and services incurred in the development of software for selling. We expense software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached once a viable prototype is achieved that meets the criteria for capitalization. Once the capitalization criteria have been met, such costs are classified as software and are amortized on a straight-line basis over five years once the software has been put into use. Subsequent additions, modifications, or upgrades to software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which they are incurred.

F-6
Table of Contents

Revenue Recognition

Adoption of ASC 606

The Company adopted ASC 606 “Revenue from Contracts with Customers”, using the modified retrospective approach for all of its contracts. In accordance with ASC 606, revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. In determining when and how much revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company’s contract with customers do not include significant financing component and any variable consideration.

The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation. The sales of software services are derived principally from developing custom software for customers, the Company recognizes revenue upon the delivery of products to the customers, which is when the goods delivered to the users’ designated address and it is probable that the Company will collect the payments. The Company plays the role of principal, according to ASC Topic 606 since Company is primarily responsible for fulfilling the obligation to provide the specified good and services and also controls the good s and services before they are transferred to the customer.

Cost of sales

The Company recognizes cost of sales as the accumulated total costs used to create a product or service, which has been sold. These costs included direct labor and salaries, direct materials and direct overhead involved in generating the sale. Presently, the Company issues contract to a related entity who carried out all the work for the required services under an order received from a customer by the Company.

Basic and Diluted Earnings per Share

Basic earnings per share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of stock warrants and convertible notes. Diluted earnings per share is calculated using the weighted-average number of common shares outstanding during the period after consideration of the dilutive effect of any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to lack of dilutive items in the Company.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the current reporting periods.

F-7
Table of Contents

Fair Value of Financial Instruments

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The three levels of valuation hierarchy are defined as follows:

 Place ofDate ofPercentage
Name of subsidiaryincorporationincorporationof interestPrincipal activity
TEC Technology LimitedHong KongNovember 11, 2009100% directlyInvestment holding.
Anhui TEC Tower Co., Ltd.People's Republic of ChinaApril 19, 2006100% directly

Development,manufacturing and selling of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers, transmission cable towers, telecommunication equipment, scrap and provisionLevel 1 inputs to the valuation methodology are quoted prices for technical consulting service.

Zhejiang TEC Tower Co., Ltd.People's Republic of ChinaDecember 7, 200990% indirectly

The company has not commenced its business of development and manufacturing of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers and transmission cable towers.

Shuncheng Taida Technology Co., Ltd.People's Republic of ChinaJanuary 20, 2010100% directly

The company has not commenced its business of engineering consultancy and design of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers and transmission cable towers.


2.3

BASIS OF CONSOLIDATION AND PRESENTATION

identical assets or liabilities in active markets.
   
 

The consolidated financial statementsLevel 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). In the opinion of management, the accompanying balance sheets, and statements of income, and cash flows include all adjustments, consisting only of normal recurring items, considered necessary to give a fair presentation of operating resultsobservable for the periods presented. All material inter- company transactions and balances have been eliminated in consolidation.

asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
   
 

On February 22, 2010, TECT entered into an equity transfer agreement with Mr. Chun Lu,Level 3 inputs to the sole shareholder of ATEC. The transfer was approved byvaluation methodology are unobservable and significant to the Department of Commerce of Anhui Province on March 2, 2010. The business combination was accounted for as entities under common control because the majority shareholders of TECT and ATEC were the same people.

fair value measurement.

F - 4


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3

BASIS OF CONSOLIDATION AND PRESENTATION (CONTINUED)

On May 4, 2010, the Company completed a reverse acquisition transaction pursuant to a share exchange agreement among the Company, TECT and TECT’s sole stockholder, Mr. Hua Peng Phillip Wong, whereby the Company acquired 100% of the issued and outstanding capital stock of TECT in exchange for 19,194,421 shares of the Company’s common stock, which constituted 63.6% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of reverse acquisition. As a result of the acquisition of TECT, the Company now owns all of the issued and outstanding capital stock of TECT, which in turn owns ATEC and STT. ATEC owns 90% equity interest in ZTEC. For accounting purposes, the share exchange transaction with TECT was treated as a reverse acquisition and recapitalization of TECT, with TECT as the acquirer and TEC US as the acquired party.

Upon completion of the share exchange, TECT became a wholly owned subsidiary of TEC US. On the same date, Mr. Chun Lu, Chairman of the Board and Chief Executive Officer of TEC US, entered into an option agreement with TECT and Mr. Hua Peng Phillip Wong, the Company’s controlling stockholder, pursuant to which Mr. Lu was granted an option to acquire 17,797,372 shares the Company’s common stock owned by Mr. Wong for an aggregate exercise price of $1,000,000. Mr. Lu may exercise this option, in whole but not in part, during the period commencing on the 365thday following of the date of the option agreement and ending on the second anniversary of the date thereof.

Prior to the acquisition of ATEC by TECT, neither TECT nor TEC US had active business operations. For reporting purposes, the Company has assumed that Mr. Lu has exercised his option immediately and thus TEC US, TECT and ATEC were effectively under common control of Mr. Lu when the Company acquired ATEC. The acquisition transactions between (i) TEC US and TECT and (ii) TECT and ATEC are therefore accounted for as reverse mergers.

For accounting purposes, the combination of the company and TECT was accounted for as a reverse merger with ATEC as the accounting acquirer and TEC US and TECT as the accounting acquiree and the acquisition of ZTEC and STT was accounted for under the acquisition method with TECT as the immediate parent corporation of both companies for legal purposes and the Company as the ultimate parent corporation. Accordingly the Company’s financial statements have been prepared on a consolidated basis for the periods presented and the consolidated balance sheets, consolidated statements of income and other comprehensive income, stockholders’ equity and cash flows were presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquired party from the date of share exchange transaction.

TEC US, TECT, ATEC, ZTEC and STT are hereafter collectively referred to as the Company.

Interim results are not necessarily indicative of results for a full year. The information included in this interim report should be read in conjunction with the information included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2010.

2.4

USE OF ESTIMATES

The preparation of consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

2.5

ECONOMIC, POLITICAL AND BUSINESS RISK
The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy. The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

F - 9


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.6

REVENUE RECOGNITION

The Company’s revenue recognition policies are in compliance with ASC 605. Sales revenue is recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) the ability to collect is reasonably assured. These criteria are generally satisfied at the time of shipment when risk of loss and title passes to the customer. For international sales, the revenue recognition criteria are generally satisfied under Free on Board (“FOB”) and Cost Insurance Freight (“CIF”) terms, in which the Company’s responsibility ends once the goods clear the port of shipment.

Technical consulting service income is recognized when the relevant service is rendered.

Government grants represent local authority grants to the company for infrastructure development and the revenue is recognized on cash basis when the local authority approves the grant to the company.

The Company recognizes revenue when the goods are delivered and title has passed. Sales revenue represents the invoiced value of goods, net of a value-added tax (VAT). All of the Company’s products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price or at a rate approved by the Chinese local government. This VAT liability may be offset by the VAT paid by the Company on raw materials and other materials included in the cost of producing their finished product.

2.7

SHIPPING AND HANDLING

Shipping and handling costs related to costs of goods sold are included in cost of sales and selling and marketing expenses which totaled $212,124 and $282,189 for the three months ended September 30, 2011 and 2010, respectively. Shipping and handling costs amounted to $577,229 and $567,990 for the nine months ended September 30, 2011 and 2010.

2.8

ADVERTISING

Advertising costs are expensed as incurred and totaled $6,915 and $1,206 for the three months ended September 30, 2011 and 2010, respectively. Advertising costs are expensed as incurred and totaled $6,918 and $3,788 for the nine months ended September 30, 2011 and 2010, respectively.

2.9

RESEARCH AND DEVELOPMENT COSTS

Research and development costs include costs incurred to develop new products and are charged to operations when incurred. These costs totaled $0 as incurred for the three months ended September 30, 2011 and 2010 and for the nine months ended September 30, 2011 and 2010, respectively. The costs for development of new products and substantial enhancements to existing products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized.

2.10

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash in bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments which are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, and have a short maturity of generally within three months when acquired.

F - 9


TEC TECHNOLOGY, INC.Stock-based compensation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.11

FOREIGN CURRENCY TRANSLATION AND OTHER COMPREHENSIVE INCOME

The reporting currency of the Company is United States Dollars ($). The functional currency of the Company is United States Dollars ($) and the functional currency of its subsidiaries ATEC, ZTEC, STT and TECT is Chinese Renminbi (RMB).

For those entities whose functional currency is other than the U.S. dollars, all assets and liabilities are translated into U.S. dollars at the exchange rate on the balance sheet date; shareholders’ equity is translated at historical rates and items in the statements of income and of cash flows are translated at the average rate for the period. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported in the statement of cash flows will not necessarily agree with changes in the corresponding balances in the balance sheet. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Foreign currency translation gain included in accumulated other comprehensive income amounted to $1,133,747 as of September 30, 2011 and $683,041 as of December 31, 2010. The balance sheet amounts with the exception of equity as of September 30, 2011 and December 31, 2010 were translated at RMB6.40 to $1.00 and RMB6.61 to $1.00, respectively. The average translation rates applied to the statements of income and of cash flows for the nine months ended September 30, 2011 and September 30, 2010 were RMB6.51 to $1.00 and RMB6.80 to $1.00, respectively.

2.12

BUSINESS COMBINATION

The Company adopted the accounting pronouncements relating to business combinations (primarily contained in ASC Topic 805 “Business Combinations”), including assets acquired and liabilities assumed arising from contingencies. These pronouncements established principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquire as well as provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. In addition, these pronouncements eliminate the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria and require an acquirer to develop a systematic and rational basis for subsequently measuring and accounting for acquired contingencies depending on their nature. Our adoption of these pronouncements will have an impact on the manner in which we account for any future acquisitions.

2.13

NON-CONTROLLING INTEREST IN CONSOLIDATED FINANCIAL STATEMENTS

The Company adopted the accounting pronouncement on non-controlling interests in consolidated financial statements, which establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This guidance is primarily contained in ASC Topic “Consolidation”. The adoption of this standard has not had material impact on our consolidated financial statements.

F - 9


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe Company records compensation expense associated with stock options and other forms of employee and non-employee equity compensation in accordance with FASB ASC 718, “Compensation – Stock Compensation”, formerly referenced as SFAS 123R, “Share-Based Payment”. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing formula and a single option approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.14

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. ..

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets.


During the nine months ended October 31, 2019 and 2018, the Company incurred $-0- and $-0- in stock-based compensation expense.

Other

The Company is subject to substantial risks and uncertainties inherent in starting a new business. There are no assurances that the Company will be able to generate sufficient revenues or obtain sufficient funding necessary to continue in business.

3.0       INCOME TAXES

The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because it has experienced operating losses. When it is more likely than not that a tax asset cannot be realized through future income, the Company must take a full valuation allowance for this future tax benefit. The Company provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that the Company will not earn income sufficient to realize the deferred tax assets during the carryforward period.

 Assets ClassificationsEstimated useful life
F-8 
Buildings50 years
Plant and machinery5 years
Furniture, fixtures and office equipment5 years
Motor vehicles5 yearsTable of Contents

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the year ended December 31, 2018, or during the prior three years applicable under FASB ASC 740. The Company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns have been appropriately filed by the Company. 

An item of property and equipment is removed from the accounts upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the sale or disposal of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the statements of income in the period the item is sold or otherwise disposed. Maintenance and repairs of property and equipment are charged to operations when incurred. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. The Company reviews its property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable. In these instances, the Company recognizes an impairment loss when it is probable that the estimated cash flows are less than the carrying value of the asset. To date, no such impairment losses have been recorded.

2.15

LAND USE RIGHTS

Land use rights represent acquisition of land use rights of industrial land from local government and are amortized on the straight line over their respective lease periods. The lease period of agriculture land is 50 years.

2.16

CONSTRUCTION IN PROGRESS

Construction in progress represents direct costs of construction as well as acquisition and design fees incurred. Capitalization of these costs ceases and the construction in progress is transferred to property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until construction is completed and the asset is ready for its intended use.

2.17

IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLE ASSETS

In accordance with ASC Topic 360, “Property, Plant and Equipment”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company reviews the carrying amount of its long-lived assets, including intangibles, for impairment, each reporting period. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is considered not recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. As of September 30, 2011 and December 31, 2010, the Company determined no impairment charges were necessary.

F - 9


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.18

CAPITALIZED INTERNAL-USE SOFTWARE

The Company capitalizes certain costs incurred to purchase or create internal-use software in accordance with ASC Topic 350-40, “Internal Use Software. To date, such costs have included external direct costs of materials and services incurred in the implementation of internal-use software and are included within computer hardware and software. Once the capitalization criteria have been met, such costs are classified as software and are amortized on a straight-line basis over five years once the software has been put into use. Subsequent additions, modifications, or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which they are incurred.

2.19

INVENTORY

Inventory consists primarily of raw materials, work in progress, and finished goods. Raw materials are stated at cost. Cost comprises direct materials and, where applicable direct labor costs and applicable overhead costs that have been incurred in bringing the inventory to its present location and condition. Finished goods are statedIncome tax provision at the lower of cost (determined on first in first out method) and net realizable value.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

The Company provides for inventory losses based on obsolescence and levels in excess of forecasted demand In these cases, inventory is reduced to estimated realizable value based on historical usage and expected demand. Inherent in the Company’s estimates of market value in determining inventory valuation are estimates related to economic trends, future demand for the Company’s products, and technical obsolescence of products.

2.20

ACCOUNTS RECEIVABLE

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are primarily on a specific identification basis.

The standard credit period of the Company’s most of clients is three months. Management evaluates the collectability of the receivables at least quarterly. The estimated average collection period was 90 days as of September 30, 2011 and December 31, 2010.

2.21INCOME TAXES

The Company accounts for income taxes under the provisions of Topic ASC 740“Accounting for Income Taxes”.Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using the tax bases of assets and liabilities using the enacted taxes rates in effect in the years in which the differences are expected to reverse.

Provision for income taxes consist of taxes currently due plus deferred taxes. Since the Company had no operations within the United States there is no provision for US income taxes and there are no deferred tax amounts as of September 30, 2011 and December 31, 2010.

Deferred income taxes are calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

F - 10


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.21

INCOME TAXES (CONTINUED)

The provision for income tax is based on the results for the year as adjusted for items, which are non- assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred income taxes are calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Topic ASC 740 also prescribes a more-likely-than-not threshold for financial statements recognition and measurement of a tax position taken, or expected to be taken, in a tax return. Topic ASC 740 also provide guidance related to, among other things, classification, accounting for interest and penalties associated with tax positions, and disclosure requirements. Any interest and penalties accrued related to unrecognized tax benefits will be recorded in tax expense.

2.22

RELATED PARTIES

Parties are considered to be related to the company if the company has the ability, directly or indirectly, to control the party, or exercise significant influence over the party in making financial and operating decisions, or where the company and the party are subject to common control. Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or other entities which are under the significant influence of related parties of the company.

2.23

PRODUCT WARRANTIES

Substantially all of the Company’s products are covered by a standard warranty of 1 to 2 years for products. In the event of a failure of products covered by this warranty, the Company must repair or replace the software or products or, if those remedies are insufficient, and at the discretion of the Company, provide a refund. The Company provides 0% of sales income for product warranties for the nine months ended September 30, 2011 and 2010. The product warranty reserve was $0 as of September 30, 2011 and December 31, 2010.

2.24

WEIGHTED AVERAGE NUMBER OF SHARES

On May 4, 2010, the Company entered into a share exchange agreement which has been accounted for as a reverse merger since there has been a change of control. The Company computes the weighted-average number of common shares outstanding in accordance with ASC Topic 805 “Business Combination” which states that in calculating the weighted average shares when a reverse merger takes place in the middle of the year, the number of common shares outstanding from the beginning of that period to the acquisition date shall be computed on the basis of the weighted average number of common shares of the legal acquiree (the accounting acquirer) outstanding during the period multiplied by the exchange ratio established in the merger agreement. The number of common shares outstanding from the acquisition date to the end of that period shall be the actual number of common shares of the legal acquirer (the accounting acquiree) outstanding during that period.

F - 11


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.25

CONCENTRATIONS OF CREDIT RISK

Cash includes demand deposits in accounts maintained at banks within the People’s Republic of China. Total cash in these banks as of September 30, 2011 and December 31, 2010 amounted to $3,348,408 and $2,088,297, of which no deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

Accounts receivable are derived from revenue earned from customers located primarily in the People’s Republic of China. We perform ongoing credit evaluations of customers and have not experienced any material losses to date.

The Company had 5 major customers whose revenue individually represented the following percentages of the Company’s total revenue:


   Three months ended  Three months ended  Nine months ended  Nine months ended 
   September 30, 2011  September 30, 2010  September 30, 2011  September 30, 2010 
 Customer A 65.53%  -  37.92%  - 
 Customer B 17.77%  20.23%  32.90%  31.91% 
 Customer C 11.07%  -  13.03%  - 
 Customer D 4.88%  -  6.85%  - 
 Customer E 0.75%  -  3.55%  - 
 Customer F -  45.42%  -  20.42% 
 Customer G -  -  -  18.11% 
 Customer H -  -  -  6.90% 
 Customer I -  -  -  6.84% 
 Customer J -  17.19%  -  - 
 Customer K -  5.26%  -  - 
 Customer L -  4.57%  -  - 
   100.00%  92.67%  94.25%  84.18% 

F - 12


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.25

CONCENTRATIONS OF CREDIT RISK (CONTINUED)

The company had 5 major customers whose accounts receivable balance individually represented of the Company’s total accounts receivable as follows:


   September 30, 2011  December 31, 2010 
 Customer A 30.88%  - 
 Customer B 21.41%  31.46% 
 Customer C 12.24%  - 
 Customer D 7.45%  16.73% 
 Customer E 6.44%  12.57% 
 Customer E -  9.89% 
 Customer F -  7.82% 
   78.42%  78.47% 

2.26

EARNINGS PER SHARE

As prescribed in ASC Topic 260 “Earning per Share”, Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the period.

For the three months ended September 30, 2011 and 2010, basic and diluted earnings per share amount to $0.05 and $0.03, respectively. For the nine months ended September 30, 2011 and 2010, basic and diluted earnings per share amount to $0.06 and $0.13, respectively.

2.27

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1   Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2   Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting.

Level 3   Pricing inputs that are generally observable inputs and not corroborated by market data.

F - 18


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.27

FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value as of September 30, 2011 or December 31, 2010, nor gains or losses are reported in the statement of income and comprehensive income that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the fiscal periods ended September 30, 2011 or 2010.

2.28

STOCK-BASED COMPENSATION

The Company adopted ASC Topic 718, “Compensation – Stock Compensation” and ASC Topic 505-50 “Equity – Based Payments to Non-Employees” using the fair value method. Under ASC Topic 718 and ASC Topic 505-50, stock compensation expenses is measured at the grant date on the value of the option or restricted stock and is recognized as expenses, less expected forfeitures, over the requisite service period, which is generally the vesting period.

On June 15, 2010, the Company issued, a warrant to purchase 80,000 shares at a price of $2.00 per share. The warrant vests in four equal installments on June 30th, September 30th, December 31st2010 and March 31stof 2011. In the event that the agreement is terminated prior to the vesting date, such portion of the warrant shall not vest and the holder of the warrant shall not be entitled to exercise such unvested portion of the warrant. The warrant expires on June 15, 2015.

2.29

RETIREMENT BENEFIT COSTS

PRC state managed retirement benefit programs are defined contribution programs and the payments to these programs are charged as expenses when employees have rendered service entitling them to the contribution.

2.30

ACCUMULATED OTHER COMPREHENSIVE INCOME

ASC Topic 220 “Comprehensive Income”establishes standards for reporting and displaying comprehensive income and its components in financial statements. Comprehensive income is defined as the change in stockholders’ equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The comprehensive income for all periods presented includes both the reported net income and net change in cumulative translation adjustments.


3.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2011, the FASB issued ASU No. 2011-03,Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements(ASU 2011-03), intended to improve financial reporting of repurchase agreements and refocus the assessment of effective control on a transferor’s contractual rights and obligations rather than practical ability to perform those rights and obligations. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011.The Company does not expect the adoption of ASU 2011-03 to have a significant impact on its consolidated financial statements.

In May 2011, the FASB issued ASU No. 2011-04,Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs(ASU 2011-04). ASU 2011-04 represents the converged guidance of the FASB and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and early application is not permitted. The Company is evaluating the impact adoption of ASU 2011-04 and does not expect the adoption of ASU 2011-04 will have significant impact on its consolidated financial statements.

F - 18


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In June 2011, the FASB issued ASU No. 2011-05,Presentation of Comprehensive Income(ASU 2011-05), intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in stockholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. Amendments under ASU 2011-05 for public entities should be applied retrospectively for fiscal years, and interim periods within those years, beginning December 15, 2011. The Company is evaluating the impact adoption of ASU 2011-05 and does not expect the adoption of ASU 2011-05 will have significant impact on its consolidated financial statements.


4.

INCOME TAXES

No provision for income taxes in the United States has been made as the Company has no income taxable in the United States.

No Hong Kong corporate income tax has been provided in the financial statements, as TECT did not have any assessable profits for the nine months ended September 30, 2011 and 2010.

Beginning January 1, 2008, the new Enterprise Income Tax (“EIT”) law replaced the existing laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The new standard EITfederal statutory rate of 25% replaced the 33% rate currently applicable to both DEs and FIEs. The Company is currently evaluating the impact that the new EIT will have on its financial condition. Beginning January 1, 2008, China unified the corporate income tax rule on foreign invested enterprises and domestic enterprises. The unified corporate income tax rate is 25%.

Provision for income tax of the company’s subsidiary ATEC was made at the unified EIT rate of 25% for the year ended December 31, 2010 but ATEC is entitled to a refund of 10% according to local preferential tax policy for manufacturing of high technology products for the three years from January 1, 2010 to December 31, 2013. Therefore, the provision for income tax of the company’s subsidiary ATEC was made at the local preferential EIT rate of 15% for the year ended December 31, 2010.

The company’s subsidiaries ZTEC and STT have not commenced their business, therefore no provision for income taxes has been made for the nine months ended September 30, 2011 and 2010.

The following table reconciles the U.S statutory rates to the company��s effective tax rate for the September 30, 2011:


  201121%
Effect of operating losses  (21
U.S. Statutory rates34)%
Foreign income not recognized in USA(34)%
Hong Kong profits tax16.5
Offshore income not recognized in Hong Kong(16.5)%
China Enterprise income taxe rate for high technology15
   15—  %

F - 18


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.

INCOME TAXES (CONTINUED)

Provision for income taxes is as follows:


   Three months ended  Three months ended  Nine months ended  Nine months ended 
   September 30, 2011  September 30, 2010  September 30, 2011  September 30, 2010 
 Income tax            
  HGHN - US corporate tax$ - $ - $ - $ - 
  TECT - Hong Kong profits tax -  -  -  - 
  ATEC - China EIT 257,753  151,535  339,043  538,396 
  ZTEC and STT - China EIT -  -  -  - 
 Deferred tax -  -  -  - 
  $ 257,753 $ 151,535 $ 339,043 $ 538,396 

5.

CASH AND CASH EQUIVALENTS


   September 30, 2011  December 31, 2010 
 Cash and bank balances$ 3,375,312 $ 2,526,710 

6.

RESTRICTED CASH

The Company’s restricted cash consistsNet deferred tax assets consist of bank time deposits in the bank as security deposits for the completion of certain projects of the company. The Company is required to keep certain amounts on deposit that are subject to withdrawal restrictions. Restricted cash amounted to $69,291 and $1,164,598 as of September 30, 2011 and December 31, 2010, respectively.


7.

ACCOUNTS RECEIVABLE

The Company has performed an analysis on all of its accounts receivable and determined that all amounts are probable of collection within one year. As such, all trade receivables are reflected as a current asset and no additional allowance for doubtful debt has been recorded for the three months and the nine months ended September 30, 2011 and 2010. Bad debts written off for the three months and nine months ended September 30, 2011 and 2010 were $0.

Aging of accounts receivable is as follows:


 September 30, 2011December 31, 2010
       
within 3 month$11,792,292 $13,658,262 
over 3 months and within 6 months 4,348,792  356,438 
over 6 months and within 1 year 3,997,459  343,298 
over 1 year 111,242  68,354 
  20,249,785  14,426,352 
Less: Allowance for doubtful accounts (70,000)  (70,000) 
 $20,179,785 $14,356,352 

Accounts receivable includes the amountsfollowing:

  October 31, 2019 January 31, 2019
     
Net operating loss carry forward $136,588  $127,247
Valuation allowance  (136,588)  (127,247)
Net deferred tax asset $—    $—  

A reconciliation of $8,911,822 (12.31.2010: $3,151,959) thatincome taxes computed at the statutory rate is as follows:

  Year ended October 31,
  2019 2018
     
Tax at statutory rate (21%) $136,588  $62,075
        
Increase in valuation allowance  (136,588)  (62,075)
Income tax expenses $—    $—  

The Company did not pay any income taxes during the nine months ended October 31, 2019 or 2018.

4.0       SHAREHOLDERS’ DEFICIT

The shareholders’ deficit of the Company was ($109,182) and $($62,075) on October 31, 2019 and October 31, 2018, respectively.

Common & Preferred Stock

Common Stock

The Company’s common stock trades on OTC market under the symbol “TLDN”. The Company is authorized to issue 60,000,000 shares of common stock, $0.0001 par value. The Company issued 500,000 shares of restricted common stock on February 22, 2019 to a third party. As of October 31, 2019, there were factored to the Industrial5,000,264 shares issued and Commercial Bank, PRCoutstanding and China Construction Bank, PRC for collection.at January 31, 2019, there were 4,500,264 shares issued and outstanding.

F - 18


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.

INVENTORY

Inventory consists of the followings:


   September 30, 2011  December 31, 2010 
 Raw materials$ 3,626,144 $ 2,590,642 
 Consumables 237,475  - 
 Work in progress 2,249,396  2,644,432 
  $ 6,113,015 $ 5,235,074 

9.

DEPOSITS AND PREPAID EXPENSES


 

 

 September 30, 2011  December 31, 2010 
 

Guarantee and utility deposits

$ 1,410,970 $ 828,170 
 

Deposit for acquistion of land use rights

 -  518,753 
 

Land levelling, design fees and stamp duty prepaid expenses

 494,685  3,110,145 
 

Prepaid expenses

 514,101  91,091 
 

Advances to suppliers and services providers

 1,313,279  874,436 
 

Prepayment for purchase of property and equipment

 20,025  2,269 
 

Advances to logistic service providers

 339,128  14,715 
  $ 4,092,188 $ 5,439,579 

Guarantee deposits are provided to financial institutions in return for issuance of a corporate guarantee to financiers. Advances to suppliers are down payments or deposits for inventory purchases. The inventory and services are normally delivered and rendered within one to two months after the payments. ZTEC acquired land use rights for new land in the PRC and paid deposits for the acquisition of land use rights, ZTEC also prepaid land leveling, design fees and stamp duty fees.

10.

OTHER RECEIVABLES


   September 30, 2011  December 31, 2010 
 Due from employees$ 1,401,277 $ 963,416 
 Due from third parties 1,401,153  661,156 
 Others 1,467  1,467 
  $ 2,803,897 $ 1,626,039 

 

Due from employees are the amounts advanced for business transactions on behalf of the Company and will be reconciled on the completion of the business transactions. Due from third parties are unsecured advances, interest free and without fixed terms of repayment and are for specific business purposes.

F - 21


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.

TAXES RECOVERABLE


   September 30, 2011  December 31, 2010 
 VAT recoverable$ 17,391 $ 2,389 

12.

PROPERTY AND EQUIPMENT


   September 30, 2011  December 31, 2010 
 Buildings$ 2,669,359 $ 2,584,596 
 Plant and machinery 1,493,790  1,351,729 
 Furniture, fixtures and office equipment 151,558  123,716 
 Motor vehicles 417,102  294,812 
   4,731,809  4,354,853 
 Less: Accumulated depreciation (845,996) (564,088)
 Net book value$ 3,885,813 $ 3,790,765 

Depreciation expense was $91,613 and $77,164 for the three months ended September 30, 2011 and 2010, respectively. Depreciation expense was $259,193 and $207,350 for the nine months ended September 30, 2011 and 2010, respectively.

F-9 
13.

LAND USE RIGHTS

Private ownershipTable of land is not permitted in the PRC. The Company has acquired the land use rights to three parcels located at Xinqiao Industrial Park, Jingde Country, Anhui Province. The total cost of these land use rights of ATEC was $2,112,867 and the land use rights will expire in 2056, 2058 and 2058, respectively. The Company has acquired the land use right to an additional parcel located at Songxi Village, Xindeng Town, Fuyang City, Hangzhou City, Zhejiang Province. The total cost of these land use rights of ZTEC was $5,781,780 and the land use right will expire in 2061.

Contents

   September 30, 2011  December 31, 2010 
Cost$8,200,846$2,178,255
 Less: Accumulated amortization (143,722) (106,484)
 Net book value$ 8,057,124 $ 2,071,771 

Series A Preferred Stock

The Company is authorized to issue 10,000,000 shares of Preferred stock par value $0.0001 per share. Except as otherwise provided by law, the shares of the stock of the Corporation, regardless of the class, may be issued by the Corporation from time to time in such amounts and designations, for such consideration and for such corporate purposes as the Board of Directors may from time to time determine. As of October 31, 2019, there were 1,000,000 shares of Series A preferred shares, par value $0.0001 per share, issued and outstanding.

As per the designation of Series A Preferred stock, each issued and outstanding Series A Preferred Share shall be entitled to the number of votes equal to the result of: (i) the number of shares of common stock of the Company issued and outstanding at the time of such vote multiplied by 1.1; divided by (ii) the total number of Series A Preferred Shares issued and outstanding at the time of such vote, at each meeting of shareholders of the Company with respect to any and all matters presented to the shareholders of the Company for their action or consideration, including the election of directors. Holders of Series A Preferred Shares shall vote together with the holders of Common Shares as a single class in all matters where holders of common stock will vote.

On January 24, 2019, the Company issued 1,000,000 shares of series A Preferred shares to its Chairman & CEO, Aron Govil, in consideration for his valuable services to the Company during the past fiscal year.

5.0       HOLDING COMPANY REORGANIZATION

On January 18, 2019, the Company completed a Holding Company Reorganization in accordance with section 251(g) of the Delaware general Corporation Law (“DGCL”). In accordance with Section 251(g) of the DGCL, Telidyne Inc. a newly incorporated Delaware corporation (the “Holding Company”) became the successor issuer of Telidyne Inc., the Nevada Company, as previously constituted (the “Predecessor”). In other words, the Holding Company is now the public entity.

In accordance with section 251(g) of the DGCL, Telidyne Merger Corporation (“Merger Co”), another newly formed Delaware corporation and, prior to the Holding Company Reorganization, was a wholly owned subsidiary of the Holding Company, merged with and into the Predecessor, with Merger Co surviving the Merger as a direct wholly owned subsidiary of the Holding Company and Predecessor losing its existence, (the “Merger”); however as of the effective time of the Merger, the designation, rights, powers and preferences of the Predecessor company’s common stock immediately before the Merger became the same as those of the common stock of the Holding Company. Thus in accordance with section 251(g) of the CGCL, after the Holding Company Reorganization all of the outstanding shares of common stock of the Predecessor were automatically converted into identical shares of the common stock of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other equity holders became stockholders and equity holders, as applicable of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization. The executive officers and the board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.

6.0       RELATED PARTIES

The financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures include: a. the nature of the relationship(s) involved b. description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Land use rights are amortized on the straight line basis over their respective lease periods. The lease period of land use rights located in an industrial park zone is 50 years.

Amortization expense was $11,068 and $10,593 for the three months ended September 30, 2011 and 2010, respectively. Amortization expense was $33,745 and $31,779 for the nine months ended September 30, 2011 and 2010, respectively.

F - 21


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14.

CONSTRUCTION IN PROGRESS


   September 30, 2011  December 31, 2010 
 Construction of office building and workshops$ 2,258,450 $ 473,355 

15.

OTHER PAYABLES AND ACCRUED EXPENSES


 September 30, 2011December 31, 2010
 

Due to former sole stockholder and his affiliates

$ 2,319,114 $ 2,789,568 
 

Due to third parties

 1,088,772  603,824 
 

Due to construction material and building service providers

 542,548  - 
 

Due to employees

 178,168  8,359 
 

Accrued expenses

 555,153  92,607 
  $ 4,683,755 $ 3,494,358 

Due to former sole stockholder and his affiliates, due to third parties and employees are unsecured, interest free and without a fixed term of repayment and are for unspecific business purposes.

F-10 
16.

TAXES PAYABLE

Table of Contents

 September 30, 2011December 31, 2010
 Enterprise income tax payable$ 253,548 $ 42,557 
 VAT payable 163,984  - 
 Individual income tax payable 3,230  2,051 
  $ 420,762 $ 44,608 

F - 21


TEC TECHNOLOGY, INC.The Company rents its offices from its Chairman on a month to month basis at a rent of $250.00 per quarter. The Company can terminate this agreement at any time without prior notice or any liability.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17.

SHORT TERM BORROWINGS

The Company outsources software services on a project by project basis to Cemtrex Technologies Pvt Ltd, a subsidiary of Cemtrex Inc., an entity which is controlled by Aron Govil.

Aron Govil, the major shareholder of the Company has provided a loan of $111,747 to the Company as of October 31, 2019. This loan is non-interest bearing and is due upon demand by the shareholder.

7.0GOING CONCERN AND LIQUIDITY

The accompanying financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future and, thus, do not include any adjustments relating to the recoverability and classification of assets and liabilities that may be necessary if the Company is unable to continue as a going concern. However, the Company's ability to continue as a going concern is dependent upon generating profitable operations in the future and obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

The Company has incurred operating losses since Company has not had any sales. The Company has made investment in the development of a completely new mobile App Telibit, which expenses have caused the Company to incur operating losses. Cash losses over the past several years have been financed by funds provided by the shareholder.

Notwithstanding ongoing investment plans, the Company will likely require additional financing over the next twelve months to implement its planned business objectives and strategies. Accordingly, and in light of the Company's historic and continuing losses, there is substantial doubt about the Company's ability to continue as a going concern.

8.0SUBSEQUENT EVENTS

The Company will evaluate subsequent events through the date when the financial statements were issued. It is the Company’s policy to disclose subsequent information that it feels is important to the context of the financial statements. Company continues to market it mobile App Telibit and get more subscribers. There are no other subsequent events.

There are no provisions in the Company’s bank borrowings that would accelerate repayment of debt as a result of a change in credit ratings or a material adverse change in the Company’s business. Under certain agreements, the Company has the option to retire debt prior to maturity, either at par or at a premium over par.


 

 

 Interest rate  Maturity date  September 30, 2011   December 31, 2010 
 

Industrial and Commercial Bank, Longshou Branch, PRC

 6.06% -
6.71%
  From December 15, 2011 to March 23, 2012 $ 3,905,000*^ $ 3,864,182 
 

China Merchant Bank, Heifei branch, PRC

 6.94%  October 29, 2011  1,562,000+  1,512,400 
 

China Merchant Bank, Heifei branch, PRC

 5.56%  November 22, 2011  -   4,537,200 
 

China Merchant Bank, Heifei branch, PRC

 7.32%  February 10, 2012  2,343,000^  - 
 

China Everbright Bank, Heifei branch, PRC

 5.56%  November 22, 2011  4,686,000+  - 
 

Huishang Bank, Xuancheng branch, PRC

 7.88%  February 16, 2011  -   3,024,800 
 

Huishang Bank, Xuancheng branch, PRC

 7.88%  February 16, 2012  2,030,600*  - 
 

Huishang Bank, Xuancheng branch, PRC

 8.20%  April 11, 2012  4,686,000*  - 
 

Huishang Bank, Xuancheng branch, PRC

 8.53%  August 5, 2012  1,093,400*  - 
 

China Construction Bank, Jingde branch, PRC

 5.85%  November 3, 2011  2,382,325^  - 
 

China Construction Bank, Jingde branch, PRC

 6.10%  January 8, 2012  740,388^  - 
 

 

     $ 23,428,713  $ 12,938,582 

* secured by land use rights
+ secured by third party’s guarantee
^ secured by accounts receivable

18.

CUSTOMER DEPOSITS

Customer deposits represent amounts advanced by customers for orders of product. The products normally are shipped within three months after receipt of the advance payment and the related sale is recognized in accordance with the Company’s revenue recognition policy. As of September 30, 2011 and December 31, 2010, customer deposits amounted to $1,140,085 and $80,331, respectively.

19.

COMMON STOCK

The Company has authorized Preferred stock of 10,000,000 shares with a par value of $0.001. As of September 30, 2011 and December 31, 2010, the company has not issued any preferred shares.

The Company has authorized common stock of 300,000,000 shares with a par value of $0.001.

On May 4, 2010, the Company issued 19,194,421 shares of common stock to the sole shareholder of TECT in exchange for 10,000 shares of TECT, which was all the issued and outstanding capital stock of TECT.

As a result of the reverse merger, the equity account of the Company, prior to the share exchange date, has been retroactively restated so that the ending outstanding share balance as of the share exchange date is equal to the number of post share-exchange shares.

As of each of September 30, 2011, and December 31, 2010, the Company had outstanding 30,181,552 shares of issued common stock, with a par value of $0.001 per share.

F - 21


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20.

COMMITMENTS AND CONTINGENCIES

Total lease expenses for the three months ended September 30, 2011 and 2010 was $20,140 and $10,966, respectively. Total lease expense for the nine months ended September 30, 2011 and 2010 was $43,620 and $22,309, respectively.

The future minimum lease payments as of September 30, 2011 and December 31, 2010 were $0.

From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. As of September 30, 2011 and December 31, 2010, the Company did not have any pending claims, charges, or litigation that it expects would have a material adverse effect on its consolidated balance sheets, consolidated statements of income or cash flows.

The Company has entered into two separate agreements that would require the Company to pay liquidated damages if the Company failed to perform under the agreements. The amount of the potential damages is listed below:


   September 30, 2011  December 31, 2010 
        
 Liquidated damages for      
   - investment relation service with CCG$ 90,000 $ 90,000 

21.

STOCK OPTIONS & WARRANTS

The Company accounts for its stock options and warrants in accordance with ASC Topic 718, “Compensation – Stock Compensation” and ASC Topic 505-50 “Equity – Based Payments to Non-Employees” which were adopted by the Company on June 15, 2010. The company issued a warrant to CCG Investor Relations Partners LLC (“CCG”), an investor relations firm, for the purchase of 80,000 shares of the Company’s common stock at an exercise price of $2.00 per share. The warrant vested in four equal installations on June 30 , September 30, December 31 of 2010 and March 31, 2011. The warrant will expire on June 15, 2015.

The Company determines the estimated fair value of share-based awards using the Black-Scholes option-pricing model. The Black-Scholes model is affected by the Company’s stock price as well as by assumptions regarding certain complex and subjective variables. These variables include, but are not limited to; the Company’s expected stock price volatility over the term of the awards and the actual and projected option exercise behaviors. The Company calculated a stock based compensation of $93,800 and recognized $93,800 in stock based compensation expense for the nine months ended September 30, 2011. As of September 30, 2011 and December 31, 2010, the prepaid compensation expense amount was $0 and $31,600, respectively.

The initial value of the warrants was determined using the Black-Scholes model using the following assumptions:


 .Expected volatility of 125%
.Risk-free interest rate of 3%
.Year to maturity of 5 years
.Market price at issuance date of $3.50
.Strike price of $2.00

The value of the warrants was based on the Company’s common stock price of $3.50 on the date the warrants were issued. The warrants were valued at $186,000 when they vested in four equal installations on June 30 , September 30, December 31 of 2010 and March 31, 2011.

F - 24


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

21.

STOCK OPTIONS & WARRANTS (CONTINUED)


   Number of shares       
   entitled to purchase  Exercise Price  Expiration date 
 Issued on June 15, 2010 80,000 $2.00  June 15, 2015 
           
 Balance as of September 30, 2011 80,000 $2.00    
 Warrants exercised -  2.00    
 Warrants expired -  2.00    
           
 Total outstanding as of September 30, 2011 80,000  2.00  June 15, 2015 

Utilizing the Black Scholes option-pricing model, the share based compensation expense for the three months ended September 30, 2011 and 2010; the amounts were $0 and $0, respectively. The share based compensation expense for the nine months ended September 30, 2011 and 2010 were $93,800 and $0, respectively.

F-11 
22.OBLIGATION UNDER MATERIAL CONTRACTS

CCG was issued a warrant to purchase up to 80,000 sharesTable of the Company’s stock, at a price of $2.00 per share, pursuant to the terms and conditions of a letter agreement, dated June 20, 2010, between the Company and CCG. CCG's right to exercise its warrant will vest in four equal portions, with the first portion vesting on June 20, 2010, and the remaining portions vesting on September 30, 2010, December 31, 2010 and March 31, 2011, respectively. The warrant has a term of 5 years and will expire on June 15, 2015. The warrant contains a $90,000 liquidated damage provision for breach of such exclusivity. As of September 30, 2011 and December 31, 2010, CCG had not exercised the warrant.

23.PRODUCT LINE INFORMATION

The Company sells towers, which are used by customers in various industries. The production process, class of customer, selling practice and distribution process are the same for all towers. The Company’s chief operating decision-makers (i.e. chief executive officer and other members of management) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by product lines for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. The Company considers itself to be operating within one reportable segment. The Company does not have long- lived assets located in foreign countries. The Company's net revenue from external customers by main product lines is as follows:

Contents

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

   Three months ended  Three months ended  Nine months ended  Nine months ended 
   September 30, 2011  September 30, 2010  September 30, 2011  September 30, 2010 
              
 Domestic sales            
  Communication towers$ 2,049,173 $ 1,550,889 $ 6,887,140 $ 8,628,648 
  Electricity supply towers 1,827,445  4,882,728  4,457,273  11,808,089 
   3,876,618  6,433,617  11,344,413  20,436,737 
 Export sales            
  Communication towers 17,647  814,393  734,349  1,050,491 
  Electricity supply towers 7,416,327  37,605  7,418,371  405,366 
   7,433,974  851,998  8,152,720  1,455,857 
 Technical service income 54,056  -  62,659  - 
 $ 11,364,648 $ 7,285,615 $ 19,559,792 $ 21,892,594 

F - 24


TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

24.

RELATED PARTIES TRANSACTIONS

In addition to the transactions and balances as disclosed elsewhere in these consolidated financial statements, the Company had no other significant related party transactions during the reporting periods.

On January 13, 2010, the Company entered into and closed a share purchase agreement with Mr. Michael Anthony, the CEO of the Company at the time, and certain accredited purchasers signatory thereto, pursuant to which the Company sold an aggregate of 10,880,000 shares of the Company’s common stock for a total of $225,000. Simultaneously with and as a condition to the closing of the share purchase agreement, the Company re-purchased 10,880,000 common shares from Corporate Services International Profit Sharing and Century Capital Partners, LLC, which are both beneficially owned by Mr. Anthony, for an aggregate purchase price of $225,000.


Name of related partyNature of transactions
Mr. Chun Lu, CEO, Chairman and his affiliates

Included in other payable, due to former stockholder and its affiliates were $2,319,114 and $2,789,568 as of September 30, 2011 and December 31, 2010, respectively. The amounts are unsecured, interest free and have no fixed term of repayment.

F - 25



ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS.

Special Note Regarding Forward LookingForward-Looking Statements

In addition to

Certain statements, other than purely historical information, this report contains forward-lookingincluding estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use1934.   These forward-looking statements generally are identified by the words such as “believe,” “expect,” “anticipate,“believes,” “project,” “target,“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “optimistic,“may,“intend,“will,“aim,“would,“will” or“will be,” “will continue,” “will likely result,” and similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that anyexpressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are not guaranteesincluding this statement for purposes of future performancecomplying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and involveassumptions that are subject to risks and uncertainties including those identified in Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2010, as well as assumptions, which if they were to ever materialize or prove incorrect, couldmay cause theactual results of the Company to differ materially from those expressedthe forward-looking statements. Our ability to predict results or implied bythe actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements.

Readers are urged to carefully reviewstatements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt

Overview

Telidyne Inc. ("Telidyne" or the "Company") is a technology platform company offering digital and mobile payments on behalf of consumers and merchants worldwide through its proprietary mobile App payment platform TELIBIT.

Telidyne’s mobile payment platform enables our users to advise interested partiessend and receive payments. We are also developing a two-sided network where both merchants and consumers can have Telibit accounts with a digital wallet balance functionality. Our payment service enables the completion of payments on our Payments Platform on behalf of our mobile App users. We offer our users the risksflexibility to use their digital wallet account to make payment to each other for goods and factors that may affectservices, as well as to transfer and withdraw funds. We enable consumers to add funds into their digital wallet safely using a variety of funding sources, including a bank account or a credit or debit card. Our Telibit platform also makes it easier for friends and family to transfer funds to each other for peer to peer transfers.

Our revenues are earned by charging fees for completing payment transactions for our users and other payment-related services. We do not charge users any fees to fund or withdraw from their digital Telibit account; however, we generate revenue from consumers on use of our credit card other value-added services which include peer to peer borrowing. We also plan to generate revenue from advertising on our mobile app.

Results of Operations for the Three and Nine Months Ended October 31, 2019 and 2018

Revenues

Our total revenue reported for the three months ended October 31, 2019 was $5,505.00 , an increase from $0 for the same period ended 2018. Our total revenue reported for the nine months ended October 31, 2019 was $10,094.00, an increase from $0 for the same period ended 2018.

The revenues we had for the nine months ended October 31, 2019 were predominantly from customers for software services.

We had a gross profit for the three months ended October 31, 2019 of $2,551, or approximately 46% of revenues. We had a gross profit for the nine months ended October 31, 2019 of $5,377, or approximately 53% of revenues. We hope to achieve increased revenues once we establish sales channels for our products and services and implement our business financial condition and resultsstrategies as described above. If we are unable to obtain financing, however, the implementation of operations and prospects. The forward-looking statements made in this report speak only as of the date hereofour business strategies will be frustrated and we disclaim any obligation, except as required by law,could go out of business.

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Operating Expenses

Operating expenses increased to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Use of Terms

Except where the context otherwise requires and$8,945 for the purposesthree months ended October 31, 2019 from $59,625 for the three months ended October 31, 2018. Operating expenses decreased to $14,718 for the nine months ended October 31, 2019 from $62,075 for the nine months ended October 31, 2018.

Our operating expenses for nine months ended October 31, 2019 mainly consisted of this report only:

Overview of our Business

We are primarily engaged in the design, production and salehad a net loss of transmission towers and related products used in high voltage electric power transmission and wireless communications. We sell our tower products to prime contractors on large transmission projects for electric utility companies or telecommunications service providers, who are developing and constructing projects for end customers. Our electric transmission towers currently support 35kv, 110kv, 220kv, and 500kv transmission lines and we plan to build towers that support Ultra High Voltage (UHV) tower lines of 750+kv DC or 1000+kv AC transmission lines. Our wireless communication towers include single-tube towers, 4-strut towers and roof top towers$6,394 for the 2G, 3G,three months ended October 31, 2019, compared to a net loss of $59,625 for the three months ended October 31, 2018. We had a net loss of $9,341 for the nine months ended October 31, 2019, compared to a net loss of $62,075 for the nine months ended October 31, 2018.

Liquidity and microwave market.Capital Resources

As of October 31, 2019, we had total current assets of $3,341 and total current liabilities of $4,717. We planhad working deficit of ($1,376) as of October 31, 2019.

Operating activities used $24,478 in cash for the nine months ended October 31, 2019, as compared with $65,375 in cash for the same period ended 2018. Our negative operating cash flow for 2019 was mainly the result of low revenues , as compared with 2018 where we had expenses related to expand our businessmobile App development.

Financing activities provided $21,750 in cash for the near future to enternine months ended October 31, 2019, as compared with $72,875 in cash for the communication base station system integration market and to offer tower installation and maintenance services. Our towers are primarily made of steel, but some contain aluminum or other alloy materials.

2


Our revenues currently are, and historically have been, generatedsame period ended 2018. In 2019, the positive financing cash flow was from the sale of our tower products. In the future,stock and in 2018 it resulted from shareholder loans.

Because of our limited operating history, it is difficult to predict our capital needs on a monthly, quarterly or annual basis. We will have no capital available to us if we expectare unable to offer installation and technical servicesraise money from this offering or find alternate forms of financing, which we do not have in place at this time.

There can be no assurance that we believe will generate anbe successful in raising additional revenue stream; however,funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Our plan specifies a minimum amount of $100,000 in additional operating capital to operate for the next twelve months. If we are unable to raise $100,000 from this offering, our business will continue to operate with no marketing and additional development work for at least 10 months before we could be forced to suspend our operations or go out of business. Our long term growth plan calls for a raise of $15,000,000 to fund our growth plans. If we are unable to raise this money, our growth plans will be frustrated. There can be no assurance that this offering will be successful. You may lose your entire investment.

Off-Balance Sheet Arrangements

As of October 31, 2019, there were no off-balance sheet arrangements.

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Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of our company as a going concern. However, our revenues for the period from inception to October 31, 2019 has not been able to support our operating expenses. We have not yet generated materialcompleted our efforts to establish a stabilized source of revenues from such services.sufficient to cover operating costs over an extended period of time.

Our headquarters

Management anticipates that we will be dependent, for the near future on additional investment capital to fund operating expenses. We intend to position the company so that we may be able to raise additional funds through the capital markets. In light of management’s efforts, there are locatedno assurances that we will be successful in Anhui Province in southeastern Chinathis or any of our endeavors or become financially viable and our international sales network is primarily operated from our branch officescontinue as a going concern.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Shenzhen Special Economic ZoneManagement Discussion and Beijing.

Third Quarter Financial Performance Highlights

Analysis. The following summarizes certain key financial information for the third quarter of 2011:

Results of Operations

Comparison of Three Months Ended September 30, 2011 and September 30, 2010

The following table shows key components of our results of operations during the three months ended September 30, 2011 and 2010, inSEC indicated that a “critical accounting policy” is one which is both dollars and as a percentage of our revenues.

 

 Three Months Ended  Three Months Ended 

 

 September 30, 2011  September 30, 2010 

 

    Percent of     Percent of 

 

 Dollars  Revenues  Dollars  Revenues 

Revenues

$ 11,364,648  100.00% $ 7,285,615  100.00% 

Cost of good sold

 8,418,882  74.08%  5,355,307  73.51% 

Gross profit

 2,945,766  25.92%  1,930,308  26.49% 

Selling and marketing expenses

 (438,939) (3.86%) (337,423) (4.63%)

General and administrative expenses

 (378,165) (3.33%) (293,389) (4.03%)

Net income from operations

 2,128,662  18.73%  1,299,496  17.84% 

Other income (expenses)

            

     Government grant

 1,421  0.01%  10,798  0.15% 

     Other income

 2,123  0.02%  -  - 

     Interest expense

 (465,391) (4.09%) (299,865) (4.12%)

Net other income (expenses)

 (461,847) (4.06%) (289,067) (3.97%)

Net income before provision for income taxes

 1,666,815  14.67%  1,010,429  13.87% 

Provision for income taxes

 (257,753) (2.71%) (151,535) (2.08%)

Net income

 1,409,062  11.96%  858,894  11.79% 

Foreign currency translation gain

 151,543  1.33%  12,462  0.17% 

Comprehensive income

$ 1,560,605  13.29% $ 871,356  11.96% 

Revenues. Our revenues are mainly generated from sales of our tower products. Our revenues increased $4.08 million, or 55.96%, to $11.36 million for the three months ended September 30, 2011 from $7.29 million during the same period in 2010. For the three month period ended September 30, 2011, approximately 81.34% of our revenues were generated from sales to customers in the energy industry and approximately 18.19% were generated from sales to communications industry customers. The period-over-period increase in revenues resulted mainly from an increase of approximately 87.87% in revenues generated by sales of energy transmission towers as comparedimportant to the same period in 2010 which more than offsetportrayal of a decrease of approximately 18.79% in revenues generated by sales of communications towers. In this quarter, we benefited from our strategic efforts in expanding international markets as generated approximately $7.4 million from overseas orders for energy transmission towers.

3


Cost of goods sold. Our cost of goods sold includes the direct costs of our raw materials, primarily steel, as well as the cost of laborcompany’s financial condition and overhead. Our cost of goods sold increased $1.01 million,results, and requires management’s most difficult, subjective or 18.88%, to $8.42 million in the three months ended September 30, 2011, from $5.36 million during the same period in 2010. We believe the dollar increase in cost of goods sold was generally in line with the increase in sales volume and revenues. As a percentage of revenues, our cost of goods sold increased slightly to 74.08% in the three months ended September 30, 2011 from 73.51% for the same period last year.

Gross profit and gross margin. Our gross profit is equal to the difference between our revenue and our cost of goods sold. Our gross profit increased $1.01 million, or 52.61%, to $2.94 million in the three months ended September 30, 2011, from $1.93 million during the same period in 2010. The dollar increase was mainly due to the increase of sales volume and revenues. Gross profit as a percentage of revenue (gross margin) was 25.92% and 26.49% for three months ended September 30, 2011 and 2010, respectively. Although our overseas orders generally had higher gross margins, gross margins for our domestic orders remained constrained due to continuing increases of steel prices, which is our primary raw material, and market competition.

Selling and marketing expenses. Our selling and marketing expenses consist primarily of compensation and benefits to our sales and marketing staff, sales commission, cost of advertising, promotion, business travel, after-sale support, transportation costs and other sales related costs. Our selling and marketing expenses increased $0.10 million, or 30.09%, to $0.44 million in the three months ended September 30, 2011, from $0.34 million during the same period in 2010. Such increase was largely attributable to increased sales volume and our continuing marketing efforts.

General and administrative expenses. General and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional advisor fees, bad debts reserve and other expenses incurred in connection with general operations. Our general and administrative expenses increased $0.09 million, or 31.03%, to $0.38 million in the three months ended September 30, 2011, from $0.29 million during the same period in 2010. Such increase was mainly attributable to increased labor costs.

Interest expense.Interest expense increased $0.16 million, or 55.33%, to $0.46 million for the three months ended September 30, 2011, from $0.30 million during the same period in 2010. Such increase was mainly due to the increase in our outstanding short term loans and annual interest rate.

Income before income taxes. Our income before income taxes increased $0.66 million, or 64.96%, to $1.67 million for the three months ended September 30, 2011, from $1.01 million during the same period in 2010,complex judgments, often as a result of the factors described above.

Provision for income taxes. Our income tax provisions increased $0.16 million, or 106.67%,need to $0.26 million formake estimates about the three months ended September 30, 2011, from $0.15 million during the same period in 2010, mainly due to increase in taxable income.

Net income. We generated a net income of $1.41 million in the three months ended September 30, 2011, an increase of $0.55 million, or 63.95%, from $0.86 million during the same period in 2010, as a cumulative effect of all factors discussed above.

Comparison of Nine Months Ended September 30, 2011 and September 30, 2010

The following table shows key components of our results of operations during the nine months ended September 30, 2011 and 2010, in both dollars and as a percentage of our revenues.

4



 

 Nine Months Ended  Nine Months Ended 

 

 September 30, 2011  September 30, 2010 

 

    Percent of     Percent of 

 

 Dollars  Revenues  Dollars  Revenues 

Revenues

$ 19,559,792  100.00% $ 21,892,594  100.00% 

Cost of good sold

 14,203,143  72.61%  15,313,202  69.95% 

Gross profit

 5,356,649  27.39%  6,579,392  30.05% 

Selling and marketing expenses

 (1,065,308) (5.45%) (1,127,290) (5.15%)

General and administrative expenses

 (1,271,357) (6.50%) (938,337) (4.29%)

Net income from operations

 3,019,984  15.44%  4,513,765  20.62% 

Other income (expenses)

            

     Government grant

 218,408  1.12%  190,215  0.87% 

     Other income

 2,123  0.01%  13,695  0.06% 

     Interest expense

 (1,125,568) (5.75%) (979,425) (4.47%)

Net other income (expenses)

 (905,037) (4.62%) (775,515) (3.54%)

Net income before provision for income taxes

 2,114,947  10.82%  3,738,250  17.08% 

Provision for income taxes

 (339,043) (1.73%) (538,396) (2.46%)

Net income

 1,775,904  9.09%  3,199,854  14.62% 

Foreign currency translation gain

 450,706  2.30%  (177,290) (0.81%)

Comprehensive income

$ 2,236,610  11.39% $ 3,022,564  13.81% 

Revenues. Our revenues decreased $2.33 million, or 10.64%, to $19.56 million for the nine months ended September 30, 2011 from $21.89 million during the same period in 2010. For the nine month period ended September 30, 2011, approximately 60.71% of our revenues were generated from sales to customers in the energy industry and approximately 38.96% were generated from sales to communications industry customers. The decrease was mainly concentrated in the first half of 2011 and mostly resulted for lower sales volume. Revenues generated by sales of energy transmission towers and sales of communications towers decreased approximately 2.76% and 21.26% as compared to the same period in 2010, respectively.

Cost of goods sold. Our cost of goods sold decreased $1.11 million, or 7.25%, to $14.20 million in the nine months ended September 30, 2011, from $15.31 million during the same period in 2010. The decrease in cost of goods sold was mainly due to the decrease in sales volume and revenues in the first two quarters of 2011. As a percentage of revenues, our cost of goods sold increased to 72.61% in the nine months ended September 30, 2011 from 69.9% for the same period last year, mainly because the price of steel increased. We are closely monitoring our pricing policy in an effort to reduce the risk of inflation and fluctuations of raw material prices.

Gross profit and gross margin. Our gross profit decreased $1.22 million, or 18.58%, to $5.36 million in the nine months ended September 30, 2011, from $6.58 million during the same period in 2010. The decrease was mainly due to the decrease of sales revenues in the first two quarters of 2011. Gross profit as a percentage of revenue (gross margin) was 27.39% and 30.1% for nine months ended September 30, 2011 and 2010, respectively. The decrease in gross margin was mainly due to the increased price of steel as discussed above.

Selling and marketing expenses. Our selling and marketing expenses decreased $0.06 million, or 5.53%, to $1.07 million in the nine months ended September 30, 2011, from $1.13 million during the same period in 2010. Such decrease was largely attributable to reduced operations in our sales and marketing department in the first two quarters of 2011.

General and administrative expenses. Our general and administrative expenses increased $0.33 million, or 35.11%, to $1.30 million for the nine months ended September 30, 2011, from $0.94 million during the same period in 2010. Such increase was primarily attributable to expenses associated with being a public company and increased labor costs.

Interest expense. Interest expense increased $0.55 million, or 48.67%, to $1.13 million for the nine months ended September 30, 2011, from $0.98 million during the same period in 2010. Such increase was mainly due to the increase in our outstanding short term loans and annual interest rate.

Income before income taxes. Our income before income taxes decreased $1.62 million, or 43.42%, to $2.11 million for the nine months ended September 30, 2011, from $3.74 million during the same period in 2010, as a result of the factors described above.

5


Provision for income taxes. Our income tax provisions decreased $0.20 million, or 37.03%, to $0.34 million for the nine months ended September 30, 2011, from $0.54 million during the same period in 2010, mainly due to decrease in taxable income in the first two quarters of 2011.

Net income. We generated a net income of $1.78 million for the nine months ended September 30, 2011, a decrease of $1.42 million, or 44.37%, from $3.20 million during the same period in 2010, as a cumulative effect of all factors discussed above.

Liquidity and Capital Resources

As of September 30, 2011, we had cash and cash equivalents of approximately $3.38 million, primarily consisting of cash on hand and demand deposits. The following table provides a summary of our net cash flows from operating, investing, and financing activities.

Cash Flow

 

 Nine Months Ended September 30, 

 

 2011  2010 

Net cash (used in) provided by operating activities

$ (5,551,925)$ 1,698,724 

Net cash (used in) investing activities

 (4,183,643) (659,920)

Net cash provided by (used in) financing activities

 9,904,699  (1,055,166)

Effects of exchange rate change in cash

 579,411  84,800 

Net increase in cash and cash equivalents

 848,602  68,438 

Cash and cash equivalents at beginning of the period

 2,526,710  164,927 

Cash and cash equivalent at end of the period

$ 3,375,312 $ 233,365 

Operating Activities

Net cash used in operating activities was $5.55 million for the nine months ended September 30, 2011, as compared to $1.70 million net cash provided by operating activities for the same period in 2010. The increase in net cash used in operating activities was primarily attributable to the cash outflow associated with increased accounts payables and decreased net income in the nine months ended September 30, 2011. Due to the tightening of lending policy in China, some of our suppliers required shorter payment terms.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2011 was $4.18 million, as compared to $0.66 million during the same period in 2010. During the nine months ended September 30, 2011, we invested approximately $2.18 million in the form of an installment payment for land use right and approximately $1.78 million for construction of our Zhejiang facilities and Anhui administration office, and upgrade of production facilities.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2011 was $9.90 million, as compared to $1.06 million net cash used in financing activities for the same period in 2010. The increase in net cash provided by financing activities was mainly attributable to increased net short term borrowings.

6


Loan Commitments

As of September 30, 2011, we did not hold any long-term loans. Our short-term bank loans, totaling $23.43 million, are as follows:

  Amount  Interest       
Bank (in millions)*  Rate  Maturity Date  Duration 
Industrial and Commercial Bank, Longshou Branch$ 0.31  6.06%  March 22, 2012  12 months 
Industrial and Commercial Bank, Longshou Branch 0.31  6.71%  March 19, 2012  6 months 
Industrial and Commercial Bank, Longshou Branch 0.78  6.71%  March 19, 2012  6 months 
Industrial and Commercial Bank, Longshou Branch 0.31  6.67%  March 21, 2012  12 months 
Industrial and Commercial Bank, Longshou Branch 0.94  6.67%  March 23, 2012  12 months 
Industrial and Commercial Bank, Longshou Branch 1.25  6.44%  December 15, 2011  6 months 
Huishang Bank, Xuancheng Branch 2.03  7.88%  February 16, 2012  12 months 
Huishang Bank, Xuancheng Branch 4.69  8.20%  April 11, 2011  12 months 
Huishang Bank, Xuancheng Branch 1.09  7.88%  August 5, 2012  12 months 
China Merchants Bank, Hefei Branch 1.56  6.94%  October 29, 2011  12 months 
China Merchants Bank, Hefei Branch 2.34  7.32%  February 10, 2011  12 months 
China Construction Bank, Jingde Branch 2.39  5.85%  May 3, 2011  6 months 
China Construction Bank, Jingde Branch 0.74  6.10%  November 3, 2011  6 months 
China Everbright Bank, Hefei Branch 4.69  5.56%  January 8, 2012  6 months 
             
Total$ 23.43          

___________
* Calculated based on the exchange rate of $1 = RMB 6.40

Capital Expenditures

Our capital expenditures for the nine months ended September 30, 2011 and 2010 were $4.18 million and $0.66 million, respectively, representing the total amount of investment activities.

To date, we have financed our operations primarily through cash flows from operations, augmented by short-term bank loans and equity contributions by our stockholders. We believe that our cash on hand and cash flow from operations will meet a portion of our present cash needs and we will require additional cash resources to meet our expected capital expenditures and working capital requirements for the next 12 months. We may, however, in the future, require additional cash resources due to changed business conditions, implementation of our strategy to expand our marketing efforts and increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Inflation

Inflation and changing prices have not had a material effect on our business, and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in the Chinese economy and our industry and continually maintain effective cost controls in operations.

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 our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resourcesmatters that are material to an investment in our securities.inherently uncertain.

Seasonality

Our operating results and operating cash flows historically have been subject to seasonal variations. Our revenues usually increase over each quarter of the calendar year with the first quarter usually the slowest quarter because fewer projects are undertaken during and around the Chinese spring festival.

Critical Accounting Policies

Critical accounting policies are those we believe are most importantdiscussed in the footnotes to portraying our financial conditions and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments and uncertainties regarding the application of these policies may resultstatements included in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.this report.

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RecentRecently Issued Accounting Pronouncements

In April 2011, the FASB issued ASU No. 2011-03,Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements(ASU 2011-03), intended to improve financial reporting of repurchase agreements and refocus the assessment of effective control on a transferor’s contractual rights and obligations rather than practical ability to perform those rights and obligations. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011.The Company does

We do not expect the adoption of ASU 2011-03recently issued accounting pronouncements to have a significant impact on its consolidatedour results of operations, financial statements.position or cash flow.

In May 2011, the FASB issued ASU No. 2011-04,Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs(ASU 2011-04). ASU 2011-04 represents the converged guidance of the FASB and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and early application is not permitted. The Company is evaluating the impact adoption of ASU 2011-04 and does not expect the adoption of ASU 2011-04 will have significant impact on its consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05,Presentation of Comprehensive Income(ASU 2011-05), intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in stockholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. Amendments under ASU 2011-05 for public entities should be applied retrospectively for fiscal years, and interim periods within those years, beginning December 15, 2011. The Company is evaluating the impact adoption of ASU 2011-05 and does not expect the adoption of ASU 2011-05 will have significant impact on its consolidated financial statements.

See Note 3 to our unaudited consolidated financial statements included elsewhere in this report.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are not required to provide the information required by this Item.

ITEM 4.CONTROLS AND PROCEDURES.

Evaluation of

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e), our management hasWe carried out an evaluation with the participation and under the supervision of our Chief Executive Officer, Mr. Chun Lu, and Chief Financial Officer, Mr. Yuhua Yang, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2011.October 31, 2019.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the date of this evaluation, Messrs. Lu and Yang, determined that, because of the material weaknesses described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the year ended DecemberOctober 31, 2010, which we are still in the process of remediating as of September 30, 2011,2019, our disclosure controls and procedures were not effective. Investors are directedeffective due to Item 9Athe presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of October 31, 2019, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our Company plans to take steps to enhance and improve the design of our Annual Report on Form 10-Kinternal controls over financial reporting.   To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending January 31, 2020: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the year ended December 31, 2010 forcosts of implementing the description of these weaknesses.changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

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During its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2010, our management concluded that we still need to hire qualified accounting personnel and enhance the supervision, monitoring and review of the financial statements preparation processes. Although our accounting staff is professional and experienced in accounting requirements and procedures generally accepted in the PRC, management has determined that they require additional training and assistance in U.S. GAAP. We are actively searching for additional personnel with relevant accounting experience, skills and knowledge in the preparation of financial statements in accordance with of U.S. GAAP and financial reporting disclosure requirements under SEC rules. In addition, we plan to establish an audit committee and appoint qualified committee members to strengthen our internal control over financial reporting.

Other than the foregoing changes, thereThere were no changes in our internal controlscontrol over financial reporting during the third quarter of 2011three months ended October 31, 2019 that have materially affected, or are reasonablyreasonable likely to materially affect, our internal control over financial reporting.

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Table of Contents

PART II
OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business.

Item 1. Legal Proceedings

We are currentlynot a party to any material pending legal proceeding. We are not aware of any suchpending legal proceedingsproceeding to which any of our officers, directors, or claims that we believe willany beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse affect on our business, financial condition or operating results.to us.

ITEM 1A.RISK FACTORS.

Not Applicable.

Item 1A: Risk Factors

We are not required to provide the information required by this Item.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

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

None

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.(REMOVED AND RESERVED).

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosure

N/A

ITEM 5.OTHER INFORMATION.

We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6.EXHIBITS.

The following exhibits are filed as part of this report or incorporated by reference:Item 5. Other Information

None 

Item 6. Exhibits

Exhibit No.
Number
 Description of Exhibit
31.1 CertificationsCertification of PrincipalChief Executive Officer filedpursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002
31.2 CertificationsCertification of PrincipalChief Financial Officer filedpursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002
32.1 CertificationsCertification of PrincipalChief Executive Officer furnishedand Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002
32.2101** Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 ofThe following materials from the Sarbanes-Oxley Act of 2002.Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2019 formatted in Extensible Business Reporting Language (XBRL).

101**Provided herewith

7 

Interactive data files pursuant to Rule 405Table of Regulation S-T (furnished herewith).

Contents

9


SIGNATURES

In accordance with Section 13 or 15(d)the requirements of the Securities and Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Telidyne, Inc.
Date: November 17, 2011TEC TECHNOLOGY, INC.
December 30, 2019  
 By:/s/ Chun LuAron Govil
  Chun Lu, Chief Executive OfficerAron Govil
 Title:(Chief Executive Officer,
Principal Executive Officer)
By:/s/ Yuhua Yang
Yuhua Yang, Chief Financial Officer,
(Principal Financial Officer and
Principal
Accounting Officer and Director

 Accounting Officer)


EXHIBIT INDEX

Exhibit No.8 Description
31.1Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101

Interactive data files pursuant to Rule 405 of Regulation S-T (furnished herewith).