Discontinued Operations | Note 4 – Discontinued Operations Disposal of BVI-ACM The Company's concrete business was negatively affected by the economic cycle and government policies. The concrete industry was influenced by the decline in the macro economy in recent years. The entire concrete industry in the Beijing area experienced a slowdown in industry production and economic growth in the last few years as the Beijing government continues to enforce concrete production reformation and tightened environmental laws from late 2017 to date. The reformation causes great uncertainties for local enterprises in the construction market. Since 2017, the pressure on small concrete companies has further increased and many have been shut down. Also, the Beijing government ordered the suspension of construction job sites during winters to reduce air pollution since 2017. The operations of Xin Ao were also severely affected. As a result of Xin Ao's deteriorating cash position, it defaulted on bank loans and experienced a substantial increase in contingent liabilities. The Company believed it would be very difficult, if not impossible, to turn around the concrete business. Accordingly, the Company's management decided to dispose of this business by actively seeking a purchaser after the acquisition of Sunway Kids. On March 31, 2020, the Company, BVI-ACM, a wholly owned subsidiary of the Company, and Mr. Xianfu Han and Mr. Weili He (the "Purchasers"), two former officers (CEO and CFO) and collectively held less than 5% ordinary shares of the Company currently, entered into a share purchase agreement (the "Disposition SPA"). Pursuant to the Disposition SPA, the Purchasers agreed to purchase BVI-ACM in exchange for cash consideration of $600,000. Upon the closing of the transaction (the "Disposition") the Purchasers assumed all assets and liabilities of all the subsidiaries and VIE entities owned or controlled by BVI-ACM. The closing of the Disposition was completed on May 6, 2020. After disposal of BVI-ACM, the Company had no continuing involvement or commitments with BVI-ACM. The fair value of the discontinued operations of BVI-ACM, determined as of May 6, 2020, included the estimated consideration received, less costs to sell. Reconciliation of the carrying amounts of major classes of assets and liabilities from discontinued operations in the consolidated balance sheets as of June 30, 2019 is as follow: Carrying amounts of major classes of assets included as part of discontinued operations of BVI-ACM: June 30, CURRENT ASSETS: Cash $ 27,972 Accounts and notes receivable, net 37,010,458 Inventories 511,160 Other receivables, net 1,421,263 Other receivables – related party 165,075 Prepayments and advances, net 12,566,372 Prepayment – related party 456,399 Total current assets of discontinued operations 52,158,699 OTHER ASSETS: Property, plant and equipment, net 1,659,520 Total other assets of discontinued operations 1,659,520 Total assets of the disposal group classified as discontinued operations $ 53,818,219 Carrying amounts of major classes of liabilities included as part of discontinued operations of BVI-ACM: CURRENT LIABILITIES: Short-term loan – bank $ 24,686,899 Accounts payable 12,841,076 Customer deposits 635,762 Other payables 195,821 Other payables – related parties 217,737 Loans payable – employees 4,285,785 Accrued liabilities 2,907,729 Taxes payable 80,860 Accrued contingent liabilities 6,591,185 Total current liabilities of discontinued operations 52,442,854 Total liabilities of the disposal group classified as discontinued operations $ 52,442,854 Revenue recognition by BVI-CAM Sales of concrete products Prior to disposition of BVI-ACM, the Company derived its revenues from sales contracts with its customers with revenues being recognized upon delivery of products. Persuasive evidence of an arrangement was demonstrated via sales contract and invoice; and the sales price to the customer was fixed upon acceptance of the sales contract and there was no separate sales rebate, discount, or other incentive. Such revenues were recognized at a point in time after all performance obligations were satisfied and based on when control of goods was transferred to a customer. Reconciliation of the amounts of major classes of income and losses from discontinued operations in the consolidated statements of operations and comprehensive loss for the years ended June 30, 2020, 2019 and 2018. For the Year Ended For the Year Ended For the Year Ended 2020 2019 2018 Revenue $ 28,747,362 $ 43,651,923 $ 45,734,647 Cost of revenue 26,553,802 39,093,782 39,022,360 Gross profit 2,193,560 4,558,141 6,712,287 OPERATING EXPENSES: Provision for doubtful accounts (8,385,084 ) (2,559,785 ) (2,184,221 ) Selling, general and administrative expenses (3,484,700 ) (3,930,780 ) (4,382,563 ) Research and development expenses (139,780 ) (223,668 ) (1,182,133 ) Total operating expenses (12,009,564 ) (6,714,233 ) (7,748,917 ) Loss from operations (9,816,004 ) (2,156,092 ) (1,036,630 ) OTHER INCOME (EXPENSES) Other expenses, net 1,872 (4,113 ) 111,922 Interest income 235 2,198 6,038 Interest expense (1,783,833 ) (2,038,291 ) (1,360,608 ) Finance expense (825 ) (11,724 ) (5,111 ) Estimated claims charges (591,884 ) (3,521,086 ) (2,808,457 ) Total other expense, net (2,374,435 ) (5,573,016 ) (4,056,216 ) Loss before income taxes (12,190,439 ) (7,729,108 ) (5,092,846 ) Income tax expense - - - Net loss from discontinued operations $ (12,190,439 ) $ (7,729,108 ) $ (5,092,846 ) As of May 6, 2020, the net assets of discontinued operations and reconciliation of gain on sale of discontinued operations of BVI-ACM are as follows: May 6, CURRENT ASSETS: Cash and cash equivalents $ 222,591 Accounts and notes receivable, net 28,598,318 Inventories 77,049 Other receivables, net 1,815,307 Other receivables – related party 160,505 Prepayments and advances, net 15,077,736 Prepayment – related party 247,598 Total current assets 46,199,104 OTHER ASSETS: Property, plant and equipment, net 795,974 Operating lease right-of-use assets 1,031,940 Total other assets 1,827,914 Total assets $ 48,027,018 CURRENT LIABILITIES: Short-term loan - bank $ 23,996,261 Accounts payable 16,158,660 Customer deposits 888,592 Other payables 23,197,053 Other payables – related parties 6,541 Accrued liabilities 5,143,410 Operating lease liabilities- current 291,228 Taxes payable 154,680 Accrued contingent liabilities 6,997,071 Total current liabilities 76,833,496 OTHER LIABILITIES: Operating lease liabilities - noncurrent 595,086 Total other liabilities 595,086 Total liabilities $ 77,428,582 Total net deficit $ 29,401,564 Additional paid-in-capital carryover (13,128,249 ) Retained earnings carryover (7,486,219 ) Total consideration received 600,000 Exchange rate effect (2,764,813 ) Total gain on sale of discontinued operations $ 6,622,283 Disposal of Sunway Kids On June 25, 2020, the Company, Sunway Kids and Mr. Yanliang Han (the "SK Purchaser"), an unrelated third party, entered into a share purchase agreement (the "Disposition SPA"). Pursuant to the Disposition SPA, the SK Purchaser agreed to purchase Sunway Kids in exchange for cash consideration of $2.4 million. Upon closing of the transaction, the SK Purchaser became the sole shareholder of Sunway Kids and as a result, assumed all assets and liabilities of all the subsidiaries and variable interest entities (the "VIE") owned or controlled by Sunway Kids. The SK Purchaser settled $1.0 million of its payment obligation in November 2020 through a tri-party settlement agreement executed on September 29, 2020 among the Company, SK Purchaser and the Asset Seller. Although the SK Purchaser is current with its installment payment, the Company will recognize the remaining installment payment on a cash basis as collectability of the remaining $1.4 million cannot be reasonably assured. The disposition of Sunway Kids resulted in the recognition of a loss of approximately $0.8 million that is recorded in the accompanying consolidated statements of operations and comprehensive income (loss) in the caption of "loss from discontinued operations." The reconciliation of loss on sale of discontinued operations of Sunway Kids are as follows: June 25, Total consideration paid $ 3,583,952 Forgiven of fair value of earn out payment (1,694,153 ) Expenses incurred from February 14 to June 25, 2020 (54,729 ) Total consideration received (1,000,000 ) Total loss on sale of discontinued operations $ 835,070 Revenue recognition by Sunway Kids While owned by the Company, Sunway Kids was in the business of delivering artificial intelligence lessons for kids and it earned tuition fees in connection with lessons completed. Each lesson would be accounted for as a single performance obligation and tuition revenue would be recognized proportionately as the lessons are delivered. Tuition fees were generally collected in advance and would be initially recorded as deferred revenue. R Due to the COVID-19 pandemic, Sunway Kids had no business operations and did not earn any revenue from February 14, 2020 to June 25, 2020 as management was unable to conduct its normal operations. |