Mail Stop 3561
August 8,
2018
Xiaoyang Huang
Chief Executive Officer
HiTek Global Inc.
Unit 304, No. 30 Guanri Road, Siming District,
Xiamen City, Fujian Province
People's Republic of China
Re: HiTek Global Inc.
Draft Registration Statement on Form F-1
Submitted July 13, 2018
CIK No. 0001742341
Dear Ms. Huang:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
1. Please supplementally provide us with copies of all written
communications, as defined
in Rule 405 under the Securities Act, that you, or anyone
authorized to do so on your
behalf, present to potential investors in reliance on Section
5(d) of the Securities Act,
whether or not they retain copies of the communications.
2. Please tell us whether you will be deemed a "controlled company"
as defined by the
market on which you intend to list your common stock and, if so,
whether you intend to
rely on any exemptions available to controlled companies. If
applicable, please disclose
in the prospectus summary that you are a controlled company, and
include a risk factor
that discusses the effect, risks and uncertainties of being
designated a controlled
company.
Xiaoyang Huang
HiTek Global Inc.
August 8, 2018
Page 2
Registration Statement Facing Page
3. We note that you have not marked the box indicating that the securities
are being offered
on a delayed or continuous basis pursuant to Rule 415. However, from a
description of
the offering, it appears that you are offering the securities on a
delayed or continuous
basis given that your offering will not terminate until you have sold
the minimum
offering amount or 90 days from the effective date of the registration
statement,
whichever is earlier. Please revise your registration statement cover
page or advise us
why you believe that this is not an offering under Rule 415.
Prospectus Cover page
4. Revise to include a reference to the over-subscription privilege that
you refer to
elsewhere in your prospectus. This comment also applies to your Use of
Proceeds
discussion.
Prospectus Summary, page 1
Overview, page 1
5. Define your references to "active users" and "service subscriptions." In
doing so, please
clarify which software and/or services these users are utilizing. In
this regard, we note
that you define "subscribed users" on page 50, which appears to be a
term unique to your
ACTCS clients.
Our Competitive Strengths, page 2
6. If you choose to highlight your strengths in the summary, please balance
that disclosure
with a discussion of the principal challenges or weaknesses and the
risks and limitations
facing you.
Our Business Strategies, page 3
7. Clarify your bullet-point references to "deploy" and "complete the
construction" of your
full-service platform. If your intent to "deploy" is a reference to
limited functionality
within your platform please revise to state as much so that it is clear
what you intend to
offer in 2018-2020 vs. 2021-2023.
The Offering, page 5
8. We note here you disclose the "estimated" initial public offering price
rather than a price
range as you did on the prospectus cover page. Please reconcile your
disclosures to
consistently refer to the initial public price, without estimation, in
the same manner.
Xiaoyang Huang
HiTek Global Inc.
August 8, 2018
Page 3
Management's Discussion and Analysis of Financial Conditions and Results of
Operations
9. Please provide a contractual obligations table to include minimum lease
payments under
your operating lease agreements. See Item 5.F.1 of Form 20-F.
Overview, page 32
10. Please expand your overview section to provide a balanced,
executive-level discussion
that identifies the most important themes or other significant matters
with which
management is concerned primarily in evaluating the company's financial
condition and
operating results. This should include, but not limited to, discussing
economic or
industry-wide factors relevant to you, and giving insight into material
opportunities,
challenges and risk, such as those presented by known material trends
and uncertainties,
on which your executives are most focused for both the short and long
term, as well as
the actions they are taking to address those opportunities, challenges
and risks. For
guidance see Item 5.D. of Form 20-F and SEC Release No. 33-8350.
11. Also, we noticed that revenues from your software and IT services
increased dramatically
in the last fiscal year. We further note that your cost of revenues
were dramatically
down. Please explain the underlying reasons for these changes or trends
and whether you
believe they will continue.
Results of Operations
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016, page 35
12. We note your disclosure that revenues from CIS Software and IT services
increased
during the period presented. Please provide additional detail
addressing the reasons for
this increase and decrease in hardware sales. For example, please
discuss price and/or
volume changes, and any other material factors affecting your revenues.
Liquidity and Capital Resources, page 37
13. Please disclose how cash is transferred to your PRC subsidiaries and
VIE, and
conversely, how earnings and cash are transferred from your PRC
subsidiaries and VIE to
your entities outside the PRC. Please also disclose restrictions that
impact the ability to
transfer cash within your corporate structure. Finally, please disclose
the amount of cash
and cash equivalents denominated in RMB and USD.
14. Please disclose the nature (hardware and/or tax devices) of the sales
demand at year end
2017 for which you made advances to suppliers.
15. Please discuss uncertainties that may result in deconsolidation of the
VIE.
Xiaoyang Huang
HiTek Global Inc.
August 8, 2018
Page 4
Business, page 41
16. Please revise to describe the method of distribution of your products
and services. We
note your reference to a retail storefront but it is not clear how you
otherwise intend to
procure customers, especially if you intend to reduce your focus on
sales of hardware and
increase sales of services.
17. Explain your research and development efforts, considering you expect a
portion of your
offering proceeds to be devoted to those efforts. In this regard,
clarify whether your
software revenues are exclusively from software you develop, such as
CIS, or if you re-
sell the software developed by third parties or both.
Principal Shareholders, page 61
18. We note the paragraph that follows your table, which identifies the
entities that were
issued 10,987,679 common shares. Please revise to clarify, if true,
that 8,192,000 of
these shares are represented in the table above in the form of Class A
Ordinary Shares
and identify the entity(ies) to which Mr. Yin and Ms. Huang are
affiliated.
Financial Statements
Consolidated Statements of Cash Flows, page F-6
19. Please tell us your basis in GAAP for presenting trading securities
purchases and sales as
an investing activity rather than an operating activity within the
consolidated statements
of cash flows for the periods presented. Please refer to ASC
230-10-45-19 and 45-20.
Notes to Consolidated Financial Statements
General
20. We note your disclosure in the second paragraph on page 1 that you have
two lines of
businesses; as such, small and medium businesses and large businesses.
Further, we note
your discussion of the four revenue streams consisting of hardware, tax
devices and
services, software and IT services in management`s discussion and
analysis of financial
condition and results of operations on page 32. Based on this
information, please tell us
why either the two lines of businesses or the four product groups do
not represent
operating and/or reportable segments. In doing so, please tell us what
consideration you
gave to providing the disclosure pursuant to ASC 280.
Xiaoyang Huang
HiTek Global Inc.
August 8, 2018
Page 5
Note 2 Basis of Presentation and Summary of Significant Accounting Policies
Revenue Recognition
Tax Devices and Services, page F-12
21. We note your disclosure in the last paragraph on page 32 that the
purchase of GTD is
allowed only in conjunction with the subscription of the ACTCS software
and its support
services. Further, we note your disclosure in the third paragraph on
page 39 that you
entered into an agreement with China Aerospace Science and Technology
Corporation to
distribute ACTCS software and to sell the GTD device. Please tell us
what consideration
you gave to disclosing your revenue recognition policies specifically
with respect to the
GTD device and ACTCS software.
22. We note that you are authorized by the State Taxation Bureau to carry
out the
implementation of ACTCS specialty hardware retailing and that the price
of the GTD and
the support services are determined by the National Development and
Reform
Commission. Given these considerations, please provide us with a detail
analysis that
supports your basis in GAAP for recognizing gross revenue for these tax
device products
and services. In doing so, please reference the indicators of gross
revenue reporting as
described in ASC 605-45-45-3 through 45-14. Further, please clarify to
us what
activities you perform in the implementation of ACTCS specialty
hardware retailing.
Cost of Revenue, page F-13
23. Please expand your accounting policies to disclose the types of
expenses you include in
the cost of revenues line item and the types of expenses that you
include in the selling
expenses and general and administrative expenses line items. In doing
so, please disclose
specifically whether you allocate depreciation expense, include inbound
freight charges,
purchasing and receiving costs, inspection costs, and other items in
cost of revenues.
Research and Development Expenses, page F-14
24. You disclose product development costs capitalized as of December 31,
2017 totaled
$722,366 indicating these costs are included in prepaid expenses and
other current assets.
The total prepaid expenses and other current assets disclosed on your
consolidated
balance sheets is $397,760. Please advise or revise.
25. Please explain the terms of the two software development contracts (for
internal use),
your commitments to additional costs under the contracts, and the basis
for your
accounting.
Xiaoyang Huang
HiTek Global Inc.
August 8, 2018
Page 6
Recent Accounting Pronouncements
Recently Issued Accounting Pronouncements, page F-16
26. Please revise your disclosure to clarify whether you adopted the
updated accounting
standards or when the updated standards are effective for you with
respect to ASU No.
2016-02, Leases; ASU No. 2016-15, Statement of Cash Flows; and ASU
2016-16,
Income Taxes.
Note 11 Common Stock, page F-20
27. We note your disclosure that you are authorized to issue 500,000,000
shares of $0.0001
par value common stock. Yet, in the second paragraph on page 63 you
state that you are
authorized to issue 400,000,000 Class A and 90,000,000 Class B ordinary
shares, and
10,000,000 preferred shares. Please revise the inconsistency in your
disclosure. Please
also revise the consolidated balance sheet on page F-3 to present for
each class of stock,
the number of authorized, issued and outstanding shares and the related
dollar amounts.
Lastly, similar revisions should be made to the consolidated statements
of changes in
equity on page F-5 for each class of stock outstanding and the related
dollar amount.
Note 12 Income Taxes, page F-20
28. We note the deferred tax expense in Note 12 differs from the deferred
taxes presented in
the consolidated statements of cash flows as an adjustment to reconcile
net income to net
cash provided by operating activities for the periods presented. Please
revise or advise.
Uncertain Tax Positions, page F-22
29. Please reconcile the inconsistency in your disclosure in the last
paragraph on page F-14
that the Company had no uncertain tax positions as of December 31, 2017
and 2016 to
the first paragraph on page F-22 that the Company did not have
significant unrecognized
uncertain tax positions as of and for the year ended December 31, 2017
and 2016.
Signatures, Page II-3
30. We note that your registration statement has been signed by the company
and your
principal executive officer. It should also be signed by your principal
financial officer,
and your controller or principal accounting officer. Please refer to
the signature page of
Form F-1 and the related instructions.
Xiaoyang Huang
HiTek Global Inc.
August 8, 2018
Page 7
You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562,
or Donna
Di Silvio, Staff Accountant, at (202) 551-3202 if you have questions regarding
comments on the
financial statements and related matters. Please contact Scott Anderegg,
Attorney Adviser, at
(202) 551-3342, or me at (202) 551-3720 if you have questions regarding the
comments.
Sincerely,
/s/ Mara L. Ransom
Mara L. Ransom
Assistant Director
Office of Consumer
Products