The following table shows the results of operations for the three months ended September 30, 2016 and 2015 which are included in the loss from discontinued operations for the disposal of Taizhou Ionix:
| | For the period from July 1 to August 19, 2016 | | | For the three months ended on September 30,2015 | |
Revenue | | $ | 502,003 | | | $ | - | |
Cost of revenue | | | (505,401 | ) | | | - | |
Gross profit (Loss) | | | (3,389 | ) | | | - | |
Selling, general and administrative expenses | | | 31,701 | | | | - | |
Loss before income taxes | | | (35,099 | ) | | | - | |
Provision for income taxes | | | - | | | | - | |
Net Loss | | $ | (35,099 | ) | | $ | - | |
NOTE 5-INVENTORIES
Inventories are stated at the lower of cost (determined using the weighted average cost) or market value and are composed of the following:
| | September 30, | |
| | 2016 | | | 2015 | |
Raw materials | | | 186,752 | | | | |
Finished goods | | | 186,605 | | | | - | |
| | $ | 373,357 | | | $ | - | |
NOTE 6- RELATED PARTY TRANSACTIONS AND BALANCES
Purchase from related party
During the three month ended September 30, 2016, the Company purchased $109,436 from a related company which was owned by the Company’s shareholder who owns approximately 2% of the Company’s outstanding common stock as of September 30, 2016. The amount of $13,906 was included in cost of revenue. The trade payable to the related party was $109,436 as of September 30, 2016.
Due to / from related parties
Due from a related party represents advances to Mr. Nan Zhengfu, a director and the general manager of Xinyu Ionix, a wholly owned subsidiary. During the three months ended September 30, 2016, Xinyu Ionix advanced $913,380 (RMB 6,092,243) to Mr. Nan. There was no formal agreement between the Company and Mr. Nan. The amounts are non-interest bearing, unsecured and due on demand.
From October 1 to November 7, 2016, Mr. Nan made payments to suppliers of Xinyu Ionix for approximately RMB 3,000,000 (approximately $450,000) for settlement of account payable on behalf of Xinyu Ionix. The repayment of the unpaid balance of approximately $460,000 was guaranteed by Mr. Ben Wong who is the sole owner of the Company’s major shareholder, Shining Glory Investments Limited.
Due to related parties represents certain advances to the company or its subsidiaries by related parties. The amounts are non-interest bearing, unsecured and due on demand.
During the three months ended September30, 2016, Ben Wong advanced $577 to Well Best and he received the proceeds of $5,000 from sales of Taizhou Ionix on behalf of the Company. Changyong Yang (a shareholder of the Company) advanced $358,156 to Lisite Science. Baozhen Deng (a shareholder of the Company) advanced $63,080 to Baileqi Electronic.
NOTE 7 – CONCENTRATION OF RISKS
Major customers
For the quarter ended September30, 2016, customer who accounted for 10% or more of the Company’s revenues and its outstanding balance as of September30, 2016 are presented as follows:
| | Revenue | | | Percentage of total sales | | | Accounts receivable | | | Percentage of accounts receivable | |
| | | | | | | | | | | | |
Customer A | | $ | 694,049 | | | | 78 | % | | $ | - | | | | - | % |
Customer B | | | 150,060 | | | | 17 | % | | $ | - | | | | - | % |
Total | | $ | 844,109 | | | $ | 95 | % | | $ | - | | | | - | % |
All customers are located in the PRC.
Major suppliers
Supplier who accounted for 10% or more of the Company’s total purchases (materials and services) and its outstanding balance as of September30, 2016, are presented as follows:
| | Total Purchase | | | Percentage of total purchase | | | Accounts payable | | | Percentage of non-related parties accounts payable | |
| | | | | | | | | | | | |
Supplier A | | $ | 417,669 | | | | 53 | % | | $ | 195,809 | | | | 29 | % |
Supplier B | | | 323,761 | | | | 40 | % | | | 150,759 | | | | 22 | % |
Total | | $ | 741,430 | | | | 93 | % | | $ | 346,568 | | | | 51 | % |
All suppliers of the Company are located in the PRC.
NOTE 8- INCOME TAXES
The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries: United States of America Hong Kong and the PRC that are subject to taxes in the jurisdictions in which they operate, as follows:
United States of America
The Company is registered in the State of Nevada and is subject to the tax laws of United States of America.
The Company has shown losses since inception. As a result it has incurred no income tax. Under normal circumstances, the Internal Revenue Service is authorized to audit income tax returns during a three year period after the returns are filed. In unusual circumstances, the period may be longer. Tax returns for the years ended June 30, 2011 to 2014 were still exposed to audit as of June 30, 2016.
The Company received a penalty assessment from the IRS in the amount of $10,000 for failure to provide information with respect to certain foreign owned US Corporations on Form 5472 - Information Return of a 25% Foreign Owned US Corporation for the tax period ended June 30, 2013. The Company disputed this claim and is working to reverse the penalty. The Company believes that the payment of this penalty is remote and did not accrue this liability as of September 30, 2016 and 2015.
Hong Kong
The Well Best is registered in Hong Kong and for the three months ended September30, 2016, there is no assessable income chargeable to profit tax in Hong Kong.
The PRC
The Company’s subsidiaries in China are subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%.
The reconciliation of income tax expense at the U.S. statutory rate of 35% to the Company's effective tax rate is as follows:
| | For the three months ended September30, | |
| | 2016 | | | 2015 | |
| | | | | | |
U.S. Statutory rate | | $ | 485 | | | $ | (1,660 | ) |
Tax rate difference between China and U.S. | | | 5,428 | | | | - | |
Change in Valuation Allowance | | | 13,180 | | | | 1,660 | |
Effective tax rate | | $ | 19,092 | | | $ | - | |
| |
The provisions for income taxes are summarized as follows: | | For three months ended September 30, | |
| | 2016 | | | 2015 | |
Current | | $ | 19,092 | | | $ | - | |
Deferred | | | - | | | | - | |
Total | | $ | 19,092 | | | $ | - | |
The Company has not provided deferred taxes on unremitted earnings attributable to international companies that have been considered to be reinvested indefinitely. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the income tax liability that would be payable if such earnings were not indefinitely reinvested. In accordance with ASC Topic 740, interest associated with unrecognized tax benefits is classified as income tax and penalties are classified in selling, general and administrative expenses in the statements of operations.
The extent of the Company’s operations involves dealing with uncertainties and judgments in the application of complex tax regulations in a multitude of jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state and international tax audits. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due.
NOTE 9– STOCKHOLDERS’ EQUITY
On August 19, 2016, Well Best sold 100% of its ownership in Taizhou Ionix to Mr. GuoEn Li, the sole director and officer of Taizhou Ionix for RMB30,000 (approximately $5,000) and recorded a gain of $24,364 which was recorded in the account of additional paid in capital. See Note 4 for more details.
NOTE 10– RESTATEMENT
The management of the Company has concluded that we should restate our financial statements as of and for the quarter ended September 30, 2015 due to the restatement of the year ended on June 30, 2015.
The effect of the restatement on specific line items in the consolidated financial statements for the three months ended September 30, 2015 is set forth in the table below:
| | Consolidated Statement of Comprehensive Loss | |
| | for the three months Ended September30, 2015 | |
| | Previously | | | | | | | |
| | Reported | | | Adjustments | | | As Restated | |
| | | | | | | | | |
Operating expenses | | $ | 7,491 | | | | (2,749 | ) | | $ | 4,742 | |
Loss before income tax | | $ | (7,491 | ) | | $ | 2,749 | | | $ | (4,742 | ) |
Net loss | | $ | (7,491 | ) | | $ | 2,749 | | | $ | (4,742 | ) |
The Company formed two indirectly owned subsidiaries in China. Lisite Science Technology (Shenzhen) Co., Ltd. (“Lisite Science”) was formed in June 20, 2016 and Shenzhen Baileqi Electronic Technology Co., Ltd. (“Baileqi electronic”) was formed in August 8, 2016. Both companies started operation in September 2016. Well Best International Investment Limited is the sole shareholder of both companies. The management inadvertently did not include the financial statements of Lisite Science and Baileqi Electronic in the consolidated financial statements in the form 10-Q for the three months ended September 30, 2016 filed on November 14, 2016.
Subsequent to the filing of 10-Q for the three months ended September 30, 2016, the management of the Company has concluded that we should restate our consolidated financial statements for the quarter ended September 30, 2016 due to the fact that the Company needs to incorporate the accounts of Baileqi Electronic and Lisite Science in the consolidated financial statements as both companies commenced operation in September 2016.
The effect of the restatement on specific line items in the consolidated financial stements as of and for the three months ended September 30, 2016 is set forth in the table below:
| | Previously Reported | | | Adjustments | | | As Restated | |
ASSETS | | | | | | | | | |
| | | | | | | | | |
Current Asset: | | | | | | | | | |
Cash | | $ | 17,630 | | | $ | 187,676 | | | $ | 205,306 | |
Advances to suppliers | | | - | | | | 234,236 | | | | 234,236 | |
Account receivables | | | - | | | | 34,725 | | | | 34,725 | |
Inventory | | | 40,685 | | | | 332,672 | | | | 373,357 | |
Due from related parties | | | 913,380 | | | | - | | | | 913,380 | |
Prepaid expenses and other current assets | | | 9,286 | | | | 50,273 | | | | 59,559 | |
Total current assets | | | 980,981 | | | | 839,582 | | | | 1,820,563 | |
Total Assets | | $ | 980,981 | | | $ | 839,582 | | | $ | 1,820,563 | |
| | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | |
| | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | |
Accounts payable- non-related parties | | $ | 545,212 | | | $ | 129,743 | | | $ | 674,955 | |
- related parties | | | - | | | | 109,436 | | | | 109,436 | |
Advance from customers | | | 286,292 | | | | 178,805 | | | | 465,097 | |
Due to related parties | | | 49,088 | | | | 421,236 | | | | 470,324 | |
Accrued expenses and other current liabilities | | | 71,626 | | | | 9,863 | | | | 81,489 | |
Total Current Liabilities | | | 952,218 | | | | 849,083 | | | | 1,801,301 | |
| | | | | | | | | | | | |
Stockholders’ Equity : | | | | | | | | | | | | |
| | | | | | | | | | | | |
Preferred stock,5,000,000 shares authorized, $.0001 par value; 5,000,000 shares issued and outstanding | | | 500 | | | | - | | | | 500 | |
Common stock, 195,000,000 00 shares authorized, $.0001 par value; 99,003,000 shares issued and outstanding | | | 9,900 | | | | - | | | | 9,900 | |
| | | | | | | | | | | | |
Additional paid in capital | | | 261,610 | | | | - | | | | 261,610 | |
Accumulated deficit | | | (243,082 | ) | | | (9,529 | ) | | | (252,611 | ) |
Accumulated other comprehensive income (loss) | | | (165 | ) | | | 28 | | | | (137 | ) |
Total stockholders’ equity | | | 28,763 | | | | (9,501 | ) | | | 19,262 | |
| | | | | | | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 980,981 | | | $ | 839,582 | | | $ | 1,820,563 | |
| | Previously Reported | | | Adjustments | | | As Restated | |
Revenue | | $ | 844,109 | | | $ | 43,150 | | | $ | 887,259 | |
Cost of revenue- Non-related parties | | | 756,570 | | | | 24,657 | | | | 781,227 | |
-Related parties | | | - | | | | 13,906 | | | | 13,906 | |
Gross profit | | | 87,539 | | | | 4,587 | | | | 92,126 | |
Selling, general and administrative expenses | | | 41,710 | | | | 13,933 | | | | 55,643 | |
Income from continuing operations before income taxes | | | 45,829 | | | | (9,346 | ) | | | 36,483 | |
Provision for income taxes | | | 18,909 | | | | 183 | | | | 19,092 | |
Net income from continuing operations | | $ | 26,920 | | | $ | (9,529 | ) | | $ | 17,391 | |
| | Previously Reported | | | Adjustments | | | As Restated | |
CASH FLOWS FROM OPERATIONS: | | | | | | | | | |
Net loss | | $ | (8,179 | ) | | $ | (9,529 | ) | | $ | (17,708 | ) |
Net loss from discontinued operation | | | (35,099 | ) | | | - | | | | (35,099 | ) |
Net income from continuing operation | | | 26,920 | | | | (9,529 | ) | | | 17,391 | |
Changes in assets and liabilities: | | | | | | | - | | | | | |
Increases in account receivable | | | - | | | | (34,826 | ) | | | (34,826 | ) |
Increases in advance to suppliers | | | - | | | | (234,919 | ) | | | (234,919 | ) |
Increases in inventory | | | (40,804 | ) | | | (333,642 | ) | | | (374,446 | ) |
Increases in prepaid expense | | | (9,183 | ) | | | (50,437 | ) | | | (59,620 | ) |
Increases in accounts payable | | | 546,852 | | | | 239,827 | | | | 786,679 | |
Increase in advance from customers | | | 287,127 | | | | 179,325 | | | | 466,452 | |
Increase in accrued expense and other current liabilities | | | 62,664 | | | | 9,956 | | | | 72,620 | |
Net cash provided by continuing operating activities | | | 873,576 | | | | (234,245 | ) | | | 639,331 | |
Net cash provided by discontinued operating activities | | | - | | | | - | | | | - | |
Net cash provided by operating activities | | | 873,576 | �� | | | (234,245 | ) | | | 639,331 | |
| | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | | |
Payment to a related party | | | (916,044 | ) | | | - | | | | (916,044 | ) |
Net cash used in continuing operation | | | (916,044 | ) | | | - | | | | (916,044 | ) |
Net cash provided by discontinued operation | | | - | | | | - | | | | - | |
Net cash used in investing activities | | | (916,044 | ) | | | - | | | | (916,044 | ) |
| | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | |
Proceeds from related parties | | | 577 | | | | 422,466 | | | | 423,043 | |
Net cash provided by continuing operation | | | 577 | | | | 422,466 | | | | 423,043 | |
Net cash provided by discontinued operation | | | - | | | | - | | | | - | |
Net cash provided by financing activities | | | 577 | | | | 422,466 | | | | 423,043 | |
Effect of exchange rate changes on cash and cash equivalents | | | (237 | ) | | | (545 | ) | | | (782 | ) |
| | | | | | | | | | | | |
Net increase ( decrease ) in cash | | | (42,128 | ) | | | 187,676 | | | | 145,548 | |
| | | | | | | | | | | | |
Cash balance, beginning of period | | | 59,758 | | | | - | | | | 59,758 | |
| | | | | | | | | | | | |
Cash balance, end of period | | $ | 17,630 | | | $ | 187,676 | | | $ | 205,306 | |
NOTE 11- SUBSEQUENT EVENTS
The Company has evaluated subsequent events that have occurred after the date of the balance sheet through the date of issuance of these consolidated financial statements and determined that no subsequent event requires recognition or disclosure to the consolidated financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management's Discussion and Analysis should be read in conjunction with Ionix Technology, Inc.’s. financial statements and the related notes thereto. The Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Report on Form 10-Q. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report on Form 10-Q.
The following discussion should be read in conjunction with our unaudited consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended June 30, 2016, filed with the Commission on October 11, 2016.
Results of Operations for the three months ended September 30, 2016 and 2015 and for the Years Ended June 30, 2016, and 2015
Net Loss
During the three months ended September 30, 2016 and 2015, net loss was $17,708 and $4,742, respectively, which included net income from continuing operation of $17,391 and $NIL, respectively. The change in net income from continuing operation is primarily the result of the commencement of operations in the PRC.The net loss from discontinued operation of Taizhou Ionix is $35,099 and $Nil, respectively. The net loss from discontinued operation of Qi system is $Nil and $4,742, respectively.
During the year ended June 30, 2016 and 2015, net loss was $44,431 and $116,282, respectively, which included net loss from continuing operation of $37,892 and $0, respectively, and net loss from discontinued operation of $6,539 and $116,282, respectively. The change in net loss is primarily the result of the commencement of operations in the PRC.
Revenue
The Company’s historical revenue has been derived from the production and sale of both standardized and specialized products, specifically 18650-2000mAh lithium ion batteries for use in lithium cell electronic bicycles, balance cars, scooters, electric vehicles, special vehicles at low speed, energy storage, and other products. In September of 2016, the Company began operations related to production of a 5 volt 2 amp, 20000mAh lithium ion battery powered portable device (a “power bank”) offering charging time of 12-18 hours that is intended to be utilized as a power source for electronic devices such as the iphone, ipad, mp3/mp4 players, PSP gaming systems, and cameras and a module of new energy power system/ LCD screen that is manufactured for small devices such as video capable baby monitors, electronic devices such as tablets and cell phones, and for use in televisions or computer monitors.
During the three months ended September 30, 2016 and 2015, revenue was $887,259 and $NIL, respectively. The difference can be attributed to the commencement of our business and generating revenue from the sale of lithium batteries in the PRC. Total revenue during the period ended September 30, 2016 was comprised of $798,529 generated from the sale of standardized lithium ion battery cells and approximately $88,730 in revenue generated from the sale of specialized products made tailored to our customer’s needs. The revenue generated from the sale of specialized products represented approximately 10% of our total revenue for the three months ended September 30, 2016.
During the year ended June 30, 2016 and 2015, revenue was $1,970,345 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. Total revenue during the year ended June 30, 2016 was comprised of $1,772,845 generated from the sale of standardized lithium ion battery cells and approximately $197,500 in revenue generated from the sale of specialized products made tailored to our customer’s needs. The revenue generated from the sale of specialized products represented approximately 10% of our total revenue for the year ended June 30, 2016
Cost of Revenue
During the three months ended September 30, 2016 and 2015, the cost of revenue was $795,133 and $NIL, respectively. For the three months ended September 30, 2016, the cost of revenue included the cost of raw materials and the sub- contracting processing fee paid to Jiangxi Huanming Technology Ltd (“Jiangxi Huanming”) and Baileqi Electronic, pursuant to the manufacturing agreement between Xinyu Ionix and Jiangxi Huanming and Baileqi Electronic, respectively.
During the year ended June 30, 2016 and 2015, the cost of revenue was $1,844,471 and $0, respectively. In 2016, the cost of revenue included the cost of raw materials and the sub- contracting processing fee paid to Taizhou Jiunuojie Electronic Technology Ltd., pursuant to the manufacturing agreement between Taizhou Ionix and Jiunuojie.
Gross Profit
During the three months ended September 30, 2016 and 2015, gross profit was $92,126 and $NIL, respectively. Our gross profit maintained at 10% during the quarter ended September 30, 2016.
During the year ended June 30, 2016 and 2015, gross profit was $125,874 and $0, respectively. Our gross profit maintained at 6.4% during the year ended June 30, 2016.
Selling, General and Administrative Expenses
During the three months ended September 30, 2016 and 2015, selling, general and administrative expenses were $55,643 and $NIL, respectively. In comparison, during the year ended June 30, 2016, general and administrative expenses were $147,470. Our general and administrative expenses mainly comprised of payroll expenses, transportation, office expense, professional fees and other miscellaneous expenses. The expenses were significantly more in 2016 as we have commenced the operation in the PRC during this period.
Loss from Discontinued Operations
QI system business was terminated on November 15, 2015. Hence the Company has presented results of QI system operations as a discontinued operation in the consolidated statements of comprehensive loss. During the three months ended September 30, 2016 and 2015, loss from discontinued operation of QI system was Nil and $4,742, respectively, all of which were general and administrative expense, mainly included consulting fees, audit and legal fees.
During the year ended June 30, 2016 and 2015, loss from discontinued operation of QI system was $6,539 and $116,282, respectively, all of which were general and administrative expense, mainly included consulting fees, audit and legal fees.
On August 19, 2016, Well Best entered into a share transfer agreement whereby Well Best sold 100% of its equity interest in Taizhou Ionix Technology Co. Ltd. (“Taizhou Ionix”) to Mr. GuoEn Li, the sole director and officer of Taizhou Ionix for approximately RMB 30,000 ( approximately $5,000USD). During the three months ended September 30, 2016 and 2015, loss from discontinued operation of Taizhou Ionix was $35,099 and Nil, respectively.
Liquidity and Capital Resources
Cash Flow from Operating Activities
During the three months ended September 30, 2016 and 2015, $639,331 cash was provided by operating activities compared with $(5,242) used in operating activities, respectively. There was an increase in accounts payable, advances from customers and accrued expenses and other liabilities which were partially offset by an increase in accounts receivable, advance to suppliers, inventory and prepaid expense.. In comparison, during the year ended June 30, 2016 and 2015, the Company used $970,512 cash for operating activities compared with $23,726, respectively.
During the three months ended September 30, 2016 and 2015, net cash used in discontinued operations was $NIL and $(5,242), respectively. During the year ended June 30, 2016 and 2015, net cash used in discontinued operations was $14,039 and $23,726, respectively
Cash Flow from Investing Activities
During the three months ended September 30, 2016 and 2015, the Company used $916,044 and $NIL in cash for investing activities, respectively. During the three months ended September 30, 2016, the Company’s subsidiary, Xinyu Ionix, made advances of $916,044 to Mr. Nan, a director and the general manager of Xinyu Ionix. There was no formal agreement between the Company and Mr. Nan relating to the advances. During the subsequent period, Mr. Nan used the fund to settle the accounts payable on behalf of Xinyu Ionix. As of November 7, 2016, approximately $450,000 had been paid to suppliers to settle accounts payable on behalf of Xinyu Ionix.
During the years ended June 30, 2016 and 2015, the Company used $NIL and $NIL in cash for investing activities, respectively.
Cash Flow from Financing Activities
During the three months ended September 30, 2016, the Company received $423,043 in cash from financing activities, which consisted primarily of an increase in due to related party items. In comparison, during the three months ended September 30, 2015, the Company received $5,200 in cash from financing activities, which resulted from net cash provided by discontinued operations.
During the year ended June 30, 2016, the Company received $1,044,949 in cash from financing activities, which consisted of $204,689 cash out flow of restricted cash, $50,000 received from the issuance of preferred stock and $1,185,655 proceeds from related parties. In comparison, during the year ended June 30, 2015, the Company received $24,336 in cash from financing activities which was attributable solely to proceeds from shareholder loans.
As of September 30, 2016, we have a working capital of $19,262
Our total current liabilities consist primarily of account and other payables of $1,330,977. Our Company’s 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 $150,000 to fund our working capital needs for the year ending June 30, 2017 as follows:
Audit and accounting | | | 30,000 | |
Legal Consulting fees | | | 50,000 | |
Salary and wages | | | 30,000 | |
Edgar/XBRL filing, transfer agent and miscellaneous | | | 40,000 | |
Total | | $ | 150,000 | |
Future Financings
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.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers: Topic 606. This Update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards. The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to illustrate the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also includes a cohesive set of disclosure requirements that will provide users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a reporting organization’s contracts with customers. This ASU is effective for fiscal years, and interim periods within those years beginning after December 15, 2016 for public companies and 2017 for non-public entities. Management is evaluating the effect, if any, on the Company’s financial position and results of operations.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2016.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
ITEM 4. | MINE SAFETY DISCLOSURES |
N/A.
As reported on Form 8-K filed with the SEC on November 8, 2016, on November 7, 2016, the Company’s Board of Directors approved and ratified the incorporation of Lisite Science Technology (Shenzhen) Co., Ltd (“Lisite Science”), a limited liability company formed under the laws of China on June 20, 2016. Well Best is the sole shareholder of Lisite Science. As a result, Lisite Science is an indirect, wholly-owned subsidiary of the Company. Lisite Science acts as a manufacturing base for the Company and shall focus on developing and producing high-end intelligent electronic equipment, specifically a power bank which is a 5 volt 2 amp, 20000mAh lithium ion battery powered portable device offering charging time of 12-18 hours that is intended to be utilized as a power source for electronic devices such as the iphone, ipad, mp3/mp4 players, PSP gaming systems, and cameras.
Additionally, the Company’s Board of Directors approved and ratified the incorporation of Shenzhen Baileqi Electronic Technology Co., Ltd. (“Baileqi Electronic”), a limited liability company formed under the laws of China on August 8, 2016. Well Best is the sole shareholder of Baileqi Electronic. As a result, Baileqi Electronic is an indirect, wholly-owned subsidiary of the Company. Baileqi Electronic acts as a manufacturing base for the Company and shall focus on development and production of the LCD and module for civil electronic products. The module of new energy power system refers to an LCD screen that is manufactured for small devices such as video capable baby monitors, electronic devices such as tablets and cell phones, and for use in televisions or computer monitors.
The operations of Lisite Science and Baileqi Electronic commenced in September of 2016.
Exhibit | | | |
Number | Description of Exhibit | | |
3.01a | Articles of Incorporation, dated March 11, 2011 | | Filed with the SEC on August 23, 2011 as an exhibit to our Registration Statement on Form 10. |
3.01b | Certificate of Amendment to Articles of Incorporation, dated August 7, 2014 | | Filed with the SEC on September 3, 2014 as part of our Current Report on Form 8-K |
3.01c | Certificate of Amendment to Articles of Incorporation, dated December 3, 2015 | | Filed with the SEC on December 10, 2015 as part of our Current Report on Form 8-K |
3.02a | Bylaws | | Filed with the SEC on August 23, 2011 as an exhibit to our Registration Statement on Form 10. |
3.02b | Amended Bylaws, dated August 7, 2014 | | Filed with the SEC on September 3, 2014 as part of our Current Report on Form 8-K |
10.01 | Stock Purchase Agreement between Locksley Samuels and Shining Glory Investments Limited, dated November 20, 2015 | | Filed with the SEC on November 23, 2015 as part of our Current Report on Form 8-K |
10.02 | Manufacturing Agreement, dated as of August 19, 2016, by and between Jiangxi Huanming Technology Limited Company and Xinyu Ionix Technology Company Limited. | | Filed with the SEC on August 24, 2016 as part of our Current Report on Form 8-K |
10.03 | Share Transfer Agreement, dated as of August 19, 2016, by and between GuoEn Li and Well Best International Investment Limited | | Filed with the SEC on August 24, 2016 as part of our Current Report on Form 8-K |
21.1 | List of Subsidiaries | | Filed with the SEC on February 21, 2017 as Exhibit 21.1 to Form 10-Q |
31.01 | Certification of Principal Executive Officer Pursuant to Rule 13a-14 | | Filed herewith. |
31.02 | Certification of Principal Financial Officer Pursuant to Rule 13a-14 | | Filed herewith. |
32.01 | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | | Filed herewith. |
32.02 | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | | Filed herewith. |
101.INS* | XBRL Instance Document | | Filed herewith. |
101.SCH* | XBRL Taxonomy Extension Schema Document | | Filed herewith. |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | | Filed herewith. |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | | Filed herewith. |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | | Filed herewith. |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | | Filed herewith. |
*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Ionix Technology, Inc. |
| |
Date: March 23, 2017 | By: | /s/ Doris Zhou | |
| Name: | Doris Zhou |
| Title: | Chief Executive Officer and Director (Principal Executive Officer) |
Date: March 23, 2017 | By: | /s/ Yue Kou | |
| Name: | Yue Kou |
| Title: | Chief Financial Officer (Principal Financial Officer) |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Ionix Technology, Inc. |
| |
Date: March 23, 2017 | By: | /s/ Doris Zhou | |
| Name: | Doris Zhou |
| Title: | Chief (Principal) Executive Officer, |
| Secretary, Treasurer and Director |
Date: March 23, 2017 | By: | /s/ Yue Kou | |
| Name: | Yue Kou |
| Title: | Chief (Principal) Financial Officer |