On November 19, 2015, the Company entered into a final addendum agreement with Quadra to forgive the total debt owed to Quadra by the Company, as well as to terminate the license agreement dated February 8, 2012, effective immediately.
However, on November 23, 2015, the Company signed a first final addendum amendment agreement with Quadra to amend the final addendum agreement dated as of November 19, 2015. Per this first final addendum amendment, the license agreement dated February 8, 2012, with subsequent addendums thereto, is set to expire automatically on January 31, 2016, for no additional consideration, and no further action by either party is necessary to terminate the license agreement. The Company is also relieved from and is not required to purchase the QI System from Quadra as stated under the license agreement, with subsequent addendums thereto. For the sake of clarity, the Company shall not purchase the QI System from Quadra for $400,000, and no amount is owed by the Company to Quadra under the license agreement, with subsequent addendums thereto. Amounts already paid by the Company to the Quadra have already been written off in the books of the Company, and Quadra will not be liable for any of such amounts.
Zhunger
The Company entered into a sub-license agreement on February 15, 2012 with Zhunger Capital Partners Inc. ("Zhunger”), a licensee domiciled in Taiwan to operate the QI System in the territory of Johore. The license rights were sold for $70,000 and were fully paid. The Company entered into three subsequent extension agreements with Zhunger dated April 26, 2013, November 19, 2013, and April 10, 2014, to extend the purchase date of the QI System until December 31, 2015, in consideration for $25,000, $30,000, and $30,000, respectively.
On November 19, 2015, the Company entered into a final addendum agreement with Zhunger to forgive the total debt owed by Zhunger to the Company, as well as to terminate the sub-license agreement dated February 15, 2012, effective immediately.
However, on November 3, 2015, the Company signed a first final addendum amendment agreement with Zhunger to amend the final addendum agreement dated as of November 19, 2015. Per this first final addendum amendment, the sub-license agreement dated February 15, 2012, with subsequent addendums thereto, is set to expire automatically on January 31, 2016 (the “Termination Date”), for no additional consideration, and no further action by either party is necessary to terminate the sub-license agreement. Zhunger is relieved from and is not required to purchase the QI System from the Company as stated under the sub-license agreement, with subsequent addendums thereto. For the sake of clarity, Zhunger shall not purchase the QI System from the Company for $400,000, and no amount is owed by Zhunger to the Company under the sub-license agreement, with subsequent addendums thereto. As of November 23, 2015, Zhunger owed $51,726 to the Company. The Company shall forgive the total debt owed by Zhunger to the Company to be effective as of the Termination Date.
Impairment of License Value
The Company has determined that it is more likely than not that the value of the license has diminished. There is no open market for this type of asset and no comparables. Therefore, we have reduced the value of the asset to zero.
NOTE 7 - BUSINESS CONCENTRATIONS
The Company currently has concentrations in supplier, customer, product and geographic area.
NOTE 8 - INCOME TAXES
Ionix Technology Inc. is registered in the State of Nevada and is subject to the tax laws of the United States of America.
Well Best is registered in Hong Kong and is subject to the tax laws of Hong Kong Special Administrative Region.
Taizhou Ionix is registered in the People’s Republic of China and is subject to the Corporate Income Tax of the People’s Republic of China at a unified income tax rate of 25%.
NOTE 9 – COMMON AND PREFERRED STOCK
On August 7, 2014, the shareholders of the Company approved an amendment to the Articles of Incorporation and Bylaws to change the number of the authorized capital of common stock from Two Hundred Million (200,000,000) to One Hundred Ninety Five Million (195,000,000), par value of $ 0.0001. Each common stock has one (1) vote. The shareholders also approved the establishment of a Preferred Stock class with an authorized capital of Five Million (5,000,000), par value of $ 0.0001. Each Preferred Stock has one hundred (100) votes.
On February 17, 2016, the Company entered into a subscription agreement to sell 5,000,000 preferred shares (the“Preferred Shares”) for $50,000 in cash ($0.01 per share). No commissions were paid to any broker or third party for this transaction. Each preferred share entitles the holder to 100 votes on all matters submitted to a vote of the shareholders of the Company. The Preferred Shares are not entitled to any conversion rights, and ranks junior to holders of common stock to all indebtedness of the Company.
NOTE 10 – CORPORATE ACTIONS
On November 30, 2015, the Company’s board of directors (the “Board”) and the majority of its shareholders approved that (i) the Company change its name from “Cambridge Projects Inc.” to “Ionix Technology, Inc.”, (ii) the Company voluntarily change its ticker symbol in connection with the name change, and (iii) the Company execute a 3:1 forward stock split, which will increase the Company’s issued and outstanding shares of common stock from 33,001,000 to 99,003,000 (the “Corporate Actions).
The Company filed an application with FINRA to effectuate the Corporate Actions, and filed a Form 8-K on December 10, 2015, in regards to the Corporate Actions. On February 3, 2016, FINRA approved the Corporate Actions, which took effect on the market on February 4, 2016. As a result, (i) the Company’s name is now “Ionix Technology, Inc.”, (ii) its new trading symbol is “IINX” (although the new symbol will not be effective for 20 business days), (iii) the 3:1 forward stock split is effective, payable upon surrender, and (iv) the Company’s new CUSIP number is 46222Q107.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Corporate History
Ionix Technology, Inc. (the “Company”), formerly known as Cambridge Projects Inc., is a Nevada corporation that was formed on March 11, 2011, and maintains its principal executive office at 245 East Liberty Street, Suite 200, Reno, Nevada, 89501. The Company was originally formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Company filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on August 23, 2011, and focused its efforts to identify a possible business combination.
On November 20, 2015, the Company’s prior majority shareholder, prior sole director, prior Chief Executive Officer, prior Chief Financial Officer, prior Secretary, and prior Treasurer, Locksley Samuels (“Seller”), completed a private common stock purchase agreement (the “SPA”) to sell his entire 21,600,000 shares of the Company’s common stock to Shining Glory Investments Limited (“Purchaser”). In connection with the SPA, the Board appointed Ms. Doris Zhou as the Company’s Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and director on November 20, 2015, and Seller concurrently resigned from such positions. As a result of the SPA, a change in control occurred as (i) Purchaser acquired approximately 65.45% of the Company’s common stock, and (ii) the Company’s sole officer and director after the SPA is Ms. Zhou.
On November 30, 2015, the Company’s board of directors (the “Board”) and the majority of its shareholders approved that (i) the Company change its name from “Cambridge Projects Inc.” to “Ionix Technology, Inc.”, (ii) the Company voluntarily changed its ticker symbol in connection with the name change, and (iii) the Company execute a 3:1 forward stock split, which will increase the Company’s issued and outstanding shares of common stock from 33,001,000 to 99,003,000 (the “Corporate Actions). The Company filed an application with the Financial Industry Regulatory Authority (“FINRA”) to effectuate the Corporate Actions, and filed a Form 8-K on December 10, 2015, in regards to the Corporate Actions. On February 3, 2016, FINRA approved the Corporate Actions, which took effect on the market on February 4, 2016. As a result, (i) the Company’s name is now “Ionix Technology, Inc.”, (ii) its new trading symbol is “IINX”, (iii) the 3:1 forward stock split is effective, payable upon surrender, and (iv) the Company’s new CUSIP number is 46222Q107.
On February 17, 2016, the Board ratified, approved, and authorized the Company’s formation of a wholly-owned subsidiary, Well Best International Investment Limited, a limited liability company formed under the laws of Hong Kong Special Administrative Region (“Well Best”). Well Best has been formed to (i) act as an investment holding company and hold the assets of Taizhou Ionix Technology Company Limited (as explained below), and (ii) pursue new business ventures conducted in the Asia Pacific region excluding China.
On February 17, 2016, the Board ratified, approved, and authorized the Company, as the sole member of Well Best, on the formation of Taizhou Ionix Technology Company Limited (“Taizhou Ionix”), a company formed under the laws of China and a wholly-owned subsidiary of Well Best. As a result, Taizhou Ionix is an indirect wholly-owned subsidiary of the Company. Taizhou Ionix was formed to (i) develop, design, and manufacture lithium-ion batteries for electric vehicles, and (ii) act as an investment holding company that may acquire other businesses located in China.
Prior Operations and Agreements (Quadra & Zhunger)
Quadra
On February 8, 2012, the Company entered into an exclusive licensing agreement with Quadra International Inc. (“Quadra”) to sub-license, market, establish joint ventures, operate a pyrolic waste disposal system (the “QI System”), and sell related by-products using the QI Systems in the states of Johore and Selangor, Malaysia for a period of twenty-five years in consideration for $40,000. The QI System processes organic waste into marketable by-products and is proprietary technology. The QI System is designed to handle commonly generated waste streams, whether liquid, solid, mixed or unmixed (including whole tires, all types of plastics, e-waste, shredder residues, sewage sludge, animal wastes, biomass, ligneous and infectious biohazard medical waste) and represents an environmentally friendly and commercially viable alternative to traditional methods of processing waste. The solutions are commercially viable ecological recycling models based on zero-waste philosophy. The Company planned to focus on using the application for processing waste tires for conversion to biochar and fuel oil.
Under the terms of the licensing agreement, the Company was committed to purchase and install the QI System at a cost of $400,000 by December 31, 2016, as amended under three subsequent addendum agreements, dated April 25, 2013, November 18, 2013, and April 7, 2014. Consideration for these extensions has been paid in full. The license agreement called for royalty fees of 5% of the fees received from sub licensors, and 3% of sales of by-products generated from use of the QI System. At the time, the Company was assured that an option would be available for the Company to obtain an exclusive license and rights in other states and federal territories in Malaysia that would have varying licensing fees within each state and territory.
On April 25, 2013, the Company signed an addendum to the February 8, 2012, licensing agreement with Quadra, whereby the Company was granted an extension to purchase the QI System by December 31, 2013, for an extension fee of $15,000 to be paid on or before Mary 15, 2013. This addendum also provided that the QI System would be installed at a later date even though the purchase deadline was December 31, 2013.
On November 18, 2013, the Company signed an addendum to the February 8, 2012, licensing agreement with Quadra, whereby the Company was granted another extension to purchase the QI System by September 30, 2015, for an extension fee of $20,000 to be paid on or before November 30, 2013.
On April 7, 2014, the Company entered into an addendum agreement with Quadra to amend certain terms of the licensing agreement dated February 8, 2012, and November 18, 2013. The terms amended included the granting of additional territories to all states in Malaysia, and a requirement to purchase the QI System on or before December 31, 2016, in consideration for $70,000, payable on or before April 30, 2014. On April 17, 2014, the Company obtained a shareholder loan in the amount of $70,000, and such funds were remitted to Quadra for full payment.
On November 19, 2015, the Company entered into a final addendum agreement with Quadra to forgive the total debt owed to Quadra by the Company, as well as to terminate the license agreement dated February 8, 2012, effective immediately.
However, on November 23, 2015, the Company signed a first final addendum amendment agreement with Quadra to amend the final addendum agreement dated as of November 19, 2015. Per this first final addendum amendment, the license agreement dated February 8, 2012, with subsequent addendums thereto, is set to expire automatically on January 31, 2016, for no additional consideration, and no further action by either party is necessary to terminate the license agreement. The Company is also relieved from and is not required to purchase the QI System from Quadra as stated under the license agreement, with subsequent addendums thereto. For the sake of clarity, the Company shall not purchase the QI System from Quadra for $400,000, and no amount is owed by the Company to Quadra under the license agreement, with subsequent addendums thereto. Amounts already paid by the Company to Quadra have already been written off in the books of the Company, and Quadra will not be liable for any of such amounts.
Zhunger
The Company entered into a sub-license agreement on February 15, 2012, with Zhunger Capital Partners Inc. ("Zhunger”), a licensee domiciled in Taiwan to grant exclusive rights to sub-license, establish joint ventures, use and process organic waste, and sell related by-products using the QI System for a period of 25 years in the territory of Johore, Malaysia. The license rights were sold for $70,000, payable in $5,000 monthly installments commencing on March 1, 2012, and ending on April 1, 2013. As of September 30, 201, the sub-license fee has been fully paid. As per our agreement with Quadra, 5% of any sub license fees received are payable to Quadra on a quarterly basis. As additional consideration under the agreement with Quadra or the agreement with Zhunger, gross sales on by-products generated from the QI System will be subject to a 3% royalty fee. Zhunger was required to purchase the QI System (one treatment application – used tires) for a fixed price of $400,000 by April 30, 2013.
On April 26, 2013, the Company entered into an addendum to the February 15, 2012, sub license agreement with Zhunger, whereby the Company granted Zhunger an extension to purchase the QI System by December 31, 2013, for an extension fee of $20,000 payable in lump sum on or before April 30, 2013, or payable in 5 monthly installments of $5,000 per month commencing from May 1 through September 1, totaling $25,000. Zhunger opted to pay the extension fee through installments. As of September 30, 2015, a total of $ 18,000 was currently owed. The addendum also provided that although the purchase deadline was extended to December 31, 2013, the installation of the QI System would be determined at a later date as approved by Quadra’s technical team. The sub license agreement was also amended to increase the royalty fee on gross sales of by-products generated from the QI System from 3% to 5%. In addition, the Company would have the sole option to participate in joint venture operations with Zhunger for a $ 150,000 investment for 50% equity of the joint venture. This option was to expire on December 31, 2013.
On November 19, 2013, the Company entered into an addendum to its February 15, 2012, sub license agreement with Zhunger, whereby the Company granted Zhunger an extension to purchase the QI System by September 30, 2015, for an extension fee of $30,000 payable in 6 monthly installments of $5,000 per month commencing from December 1, 2013, through May 1, 2014.
On April 10, 2014, the Company entered into an addendum agreement with Zhunger to amend certain terms of the original agreement dated February 15, 2012, and November 19, 2013. Terms amended include the requirement to purchase the QI System by December 31, 2015, for an extension fee of $30,000 payable in monthly instalments of $5,000 per month, commencing August 1, 2014 to January 1, 2015 ( 6 payments in all). The Company also obtained the option of acquiring 50% of waste conversion operations derived from the QI System by investing $150,000. This option was to expire on September 30, 2015.
On November 19, 2015, the Company entered into a final addendum agreement with Zhunger to forgive the total debt owed by Zhunger to the Company, as well as to terminate the sub-license agreement dated February 15, 2012, effective immediately.
However, on November 23, 2015, the Company signed a first final addendum amendment agreement with Zhunger to amend the final addendum agreement dated as of November 19, 2015. Per this first final addendum amendment, the sub-license agreement dated February 15, 2012, with subsequent addendums thereto, is set to expire automatically on January 31, 2016 (the “Termination Date”), for no additional consideration, and no further action by either party is necessary to terminate the sub-license agreement. Zhunger is relieved from and is not required to purchase the QI System from the Company as stated under the sub-license agreement, with subsequent addendums thereto. For the sake of clarity, Zhunger shall not purchase the QI System from the Company for $400,000, and no amount is owed by Zhunger to the Company under the sub-license agreement, with subsequent addendums thereto. As of November 23, 2015, Zhunger owed $51,726 to the Company. The Company shall forgive the total debt owed by Zhunger to the Company to be effective as of the Termination Date.
Magnum
On November 19, 2015, we received a letter of debt forgiveness from Magnum Group International Inc. (“Magnum”) whereby an aggregate amount of $184,085 which was due to Magnum was forgiven.
Business Operations
Lithium-ion Battery Industry Overview
The lithium-ion battery industry is growing fast and is expected to continue to advance as high power and high capacity battery cells increase its penetration into broader forms of use. Lithium-ion batteries power most of the devices people use every day. For example, most lithium-ion batteries are used in consumer electronic devices such as computers and mobile devices. However, lithium-ion batteries have recently expanded into automotive products where they are used in electric vehicles and in storage applications.
Our Business
Upon the terminations of the licensing and sub-licensing agreements with Quadra and Zhunger, respectively, for the QI System, the Company has turned its attention to developing, designing, and manufacturing lithium-ion batteries.
However, the Company believed that owning and operating its own manufacturing plant would be too costly. As a result, Taizhou entered into a manufacturing agreement (the “Manufacturing Agreement”) with Taizhou Jiunuojie Electronic Technology Limited (“Jiunuojie”) on January 1, 2016, whereby Jiunuojie agreed to manufacture and produce Taizhou’s lithium-ion battery products at a fixed cost per product. In doing so, Taizhou now focuses on the research and development of new lithium battery manufacturing technology, and the marketing and sale of its lithium-ion battery products, where its core product is a lithium-ion battery for the use in electric vehicles.
Results of Operations for the Three Months Ended March 31, 2016, and 2015
Net Income (Loss)
For the three months ended March 31, 2016 and 2015, net income (loss) was $1,585 and ($13,192), respectively.
Revenue
For the three months ended March 31, 2016 and 2015, revenue was $281,550 and $0, respectively. The difference can be attributed to the commencement of our business and generating revenue from the sale of lithium batteries in the PRC.
Cost of Revenue
For the three months ended March 31, 2016 and 2015, cost of revenue was $253,121 and $0, respectively. In 2016, the cost of revenue included the cost of raw materials and the sub- contracting processing fee paid to Jiunuojie.
Gross Profit
For the three months ended March 31, 2016 and 2015, gross profit was $28,429 and $0, respectively. Our gross profit maintained at 10% during the three months ended March 31, 2016.
Professional Fees
For the three months ended March 31, 2016 and 2015, professional fees were $13,877 and $4,391, respectively. Our professional fees were significantly more in 2016 as there were more professional fees regarding the consulting for periodic reports and Edgar/XBRL filing fees.
General and Administrative Expenses
For the three months ended March 31, 2016 and 2015, general and administrative expenses were $7,202 and $1,052, respectively. Our general and administrative expenses mainly comprised of payroll expenses, transportation, office and other miscellaneous expenses. The expenses were significantly more in 2016 as we have commenced the operation in the PRC during this period.
Impairment
For the three months ended March 31, 2016 and 2015, impairment was $0 and $5,000, respectively. We did not incur any impairment charges in 2016 as the Company terminated the license agreement for the QI System during the period.
Assessment
For the three months ended March 31, 2016 and 2015, assessment was $0 and $0, respectively, as we did not incur any assessments during this period.
Amortization
For the three months ended March 31, 2016 and 2015, amortization was $0 and $2,749, respectively. We did not incur any amortization expense in 2016 as the Company terminated the license agreement for the QI System during the period.
Forgiveness of Debt
For the three months ended March 31, 2016 and 2015, forgiveness of debt was $0 and $0, respectively, as we did not incur any forgiveness of debt during this period.
Results of Operations for the Nine Months Ended March 31, 2016, and 2015
Net Income (Loss)
For the nine months period ended March 31, 2016 and 2015, net income (loss) was $120,656 and ($56,538), respectively.
Revenue
For the nine months ended March 31, 2016 and 2015, revenue was $281,550 and $0, respectively. The difference can be attributed to the commencement of our business and generating revenue from the sale of lithium batteries in the PRC.
Cost of Revenue
For the nine months ended March 31, 2016 and 2015, cost of revenue was $253,121 and $0, respectively. In 2016, the cost of revenue included the cost of raw materials and the sub- contracting processing fee paid to Jiunuojie.
Gross Profit
For the nine months ended March 31, 2016 and 2015, gross profit was $28,429 and $0, respectively. Our gross profit maintained at 10% during the nine months ended March 31, 2016.
Professional Fees
For the nine months ended March 31, 2016 and 2015, professional fees were $21,377 and $20,823, respectively. Our professional fees were significantly more in 2016 as there were more professional fees regarding the consulting for periodic reports and Edgar/XBRL filing fees.
General and Administrative Expenses
For the nine months ended March 31, 2016 and 2015, general and administrative expenses were $10,242 and $2,468, respectively. Our general and administrative expenses mainly comprised of payroll expenses, transportation, office and other miscellaneous expenses. The expenses were significantly more in 2016 as we have commenced the operation in the PRC during this period.
Impairment
For the nine months ended March 31, 2016 and 2015, impairment was $51,726 and $15,000, respectively. The impairment charge in 2016 is significantly higher than that in 2015 as the Company terminated the license agreement for the QI System during the period. Thus, all the remaining value of the intangible assets is to be fully impaired.
Assessment
For the nine months ended March 31, 2016 and 2015, assessment was $0 and $10,000, respectively.
Amortization
For the nine months ended March 31, 2016 and 2015, amortization was $2,749 and $8,247, respectively. The amortization charges in 2016 is lower than that in 2015 as the Company effectively impaired the intangible assets during November 2015, and so no amortization charges is to incur from December 2015 onwards.
Forgiveness of Debt
For the nine months ended March 31, 2016 and 2015, forgiveness of debt was $(184,085) and $0, respectively. This is a result of the Company entering into a final addendum agreement with Quadra on November 19, 2015, to forgive the total debt owed to Quadra by the Company.
Liquidity and Capital Resources
As of March 31, 2016, we have a working capital of $48,463.
Our current liabilities consist primarily of account and other payable of $273,584, amount due to a director of $46,899, and amounts due to professional fees accrued for this quarter in the amount of $3,939. Our company President is committed to providing for our minimum working capital needs for the next 12 months, and we do not expect previous loan amounts to be payable for the next 12 months. However, we do not have a formal agreement that states any of these facts. The remaining balance of our current liabilities relates to audit and consulting fees and such payments are due on demand and we expect to settle such amounts on a timely basis based upon shareholder loans to be granted to us in the next 12 months.
We will require approximately $38,000 to fund our working capital needs as follows:
Audit and accounting | | | 20,000 | |
Consulting fees – Periodic reports and Edgar/XBRL filing | | | 14,000 | |
Office and miscellaneous | | | 4,000 | |
Total | | $ | 38,000 | |
We will not consider taking on any long-term or short-term debt from financial institutions in the immediate future. We are dependent upon our director and the major shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations. The financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company is a smaller reporting company, and is therefore not required to provide this information.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2016, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, 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.
Changes in Internal Controls
We 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.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate control over financial reporting for Ionix. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal controls over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Ionix; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of Ionix are being made only in accordance with authorizations of management and directors of Ionix; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Ionix’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, with the participation of our principal executive officer and principal financial and accounting officer, conducted an evaluation of the effectiveness of Ionix’s internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2016.
Item 4T. Controls and Procedures.
The Company is a smaller reporting company, and is therefore not required to provide this information.
PART II – OTHER INFORMATION
Item1. Legal Proceedings.
The Company is not currently a party to, and none of its property is the subject of, any pending legal proceedings. To the Company’s knowledge, no governmental authority is contemplating any such proceedings.
Item 1A. Risk Factors.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On February 17, 2016, the Company entered into a subscription agreement to sell 5,000,000 preferred shares (the “Preferred Shares”) for $50,000 in cash ($0.01 per share). No commissions were paid to any broker or third party for this transaction.
The Preferred Shares are not registered and were sold pursuant to the registration exemption provided under Section 4(2) of the Securities Act of 1933.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
None.
Item 6. Exhibits.
31.1 | Certification of Chief Executive Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
31.2 | Certification of Chief Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
32.1 | Certifications of Chief Executive Officer Pursuant to 18 U.S.C., Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| |
32.2 | Certifications of Chief Financial Officer Pursuant to 18 U.S.C., Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| |
101.INS | XBRL Instance Document |
| |
101.SCH | XBRL Schema Document |
| |
101.CAL | XBRL Calculation Linkbase Document |
| |
101.DEF | XBRL Definition Linkbase Document |
| |
101.LAB | XBRL Label Linkbase Document |
| |
101.PRE | XBRL Presentation Linkbase Document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| IONIX TECHNOLOGY, INC. |
| |
| |
Date: May13, 2016 | /s/ Doris Zhou |
| Doris Zhou, its Chief Executive Officer |