Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.
Overview
We are engaged in a
variety of energy-related businesses through our subsidiaries and controlled entities in China. One of the businesses is in the
field of compressed air energy storage in China and produces electricity generation systems that combine its compressed air storage
technology with photovoltaic (“PV”) panels to achieve a continuous supply of power under weather conditions that are
unfavorable to the generation of electricity from PV panels alone. The sales and installation of power generation systems and PV
systems and the sales of PV panels, air compression equipment and heat pump products have been carried out through the Company’s
variable interest entities (“VIEs”), formerly Sanhe Luck Sky Electrical Engineering Co., Ltd. (“Sanhe Xiangtian”)
and currently Xianning Xiangtian Energy Holding Group Co. Ltd. (“Xianning Xiangtian”), formerly known as Xianning Sanhe
Power Equipment Manufacturing Co. Ltd.
In March 2018, Xianning
Xiangtian formed Xiangtian Zhongdian (Hubei) New Energy Co. Ltd. (“Xiangtian Zhongdian”), a joint venture in China,
in which Xianning Xiangtian holds a 70% ownership interest with the remaining 30% ownership held by Nanjing Zhongdian Photovoltaic
Co. Ltd. Xiangtian Zhongdian is in the business of manufacturing and sales of PV panels. In April 2018, Xianning Xiangtian formed
a wholly owned subsidiary, Jingshan Sanhe Xiangtian New Energy Technology Co. Ltd. (“Jingshan Sanhe”), which is engaged
in the business of researching, manufacturing and sales of high-grade synthetic fuel products. In June 2018, Xianning Xiangtian
acquired Hubei Jinli Hydraulic Co., Ltd. (“Hubei Jinli”), which is engaged in the business of manufacturing and sales
of hydraulic parts and electronic components, and acquired Tianjin Jiabaili Petroleum Products Co. Ltd. (“Tianjin Jiabaili”),
which is engaged in the business of manufacturing and sales of petroleum products (Note 3 – Business combinations). In August
2018, Xianning Xiangtian formed a wholly owned subsidiary, Xianning Xiangtian Trade Co. Ltd. (“Xiangtian Trade”), which
engaged in trading general merchandise.
In December 2018, Xianning
Xiangtian acquired Hubei Rongentang Wine Co., Ltd. (“Wine Co.”), which is engaged in the business of manufacturing
and sales of wine, and acquired Hubei Rongentang Herbal Wine Co., Ltd. (“Herbal Wine Co.”), which is engaged in the
business of manufacturing and sales of herbal wine products.
The table below illustrates
the businesses we conduct through our subsidiaries and consolidated affiliated entities:
Subsidiary
|
|
Principal Business
|
|
Location
|
Sanhe Xiangtian
|
|
Sales of PV panels, air compression equipment and heat pump products and sale and installation of power generation systems and PV systems
|
|
Hebei Province
|
Xiangtian Zhongdian
|
|
Manufacture and sales of PV panels
|
|
Hubei Province
|
Jingshan Sanhe
|
|
Manufacturing and sales of Synthetic fuel products
|
|
Hubei Province
|
Hubei Jinli
|
|
Manufacture and sales of hydraulic parts and electronic components
|
|
Hubei Province
|
Tianjin Jiabaili
|
|
Synthetic fuel production
|
|
Tianjin
|
Xianning Xiangtian
|
|
Manufacturing and sales of air compression equipment and heat pump products
|
|
Hubei Province
|
Xiangtian Trade
|
|
Sale of synthetic fuel products
|
|
Hubei Province
|
Rongentang Wine
|
|
Wine production
|
|
Hubei Province
|
Rongentang Herbal Wine
|
|
Herbal Wine production
|
|
Hubei Province
|
In September and October
2018, January 2019 and March 2019, Mr. Jian Zhou, our Chairman and principal shareholder as well as a shareholder of Xianning Xiangtian,
and Zhou Deng Rong, the Company’s former Chief Executive Officer and director, injected an aggregate of RMB 209,260,000 (approximately
$30.8 million) as capital contribution to Xianning Xiangtian.
On November 5, 2018,
we changed our name to XT Energy Group, Inc. through a merger with and into our newly formed wholly-owned subsidiary formed for
the purpose of affecting the name change.
On May 24, 2019, the
Company’s Board of Directors (the “Board”), discussed a plan to pursue the potential sale of all its ownership interest
in Herbal Wine Co. and Wine Co. in order to shift its business focus on its energy related business. Therefore the result of operations
was presented as discontinued operations as of and for the year ended July 31, 2019 consolidated financial statements.
Reorganization
On September 30, 2018,
Xiangtian Shenzhen terminated its variable interest entity agreements (the “VIE Agreements”) as part of its restructuring
to facilitate the shift of business focus between entities controlled by the Company. After the restructuring, the Company’s
headquarter is located in the city of Xianning, Hubei Province, and Sanhe Xiangtian, the Company’s previous headquarter,
located in the city of Sanhe, Hebei Province, is restructured as our sales office. The VIE Agreements include the following:
|
●
|
Framework Agreement on Business Cooperation, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian;
|
|
●
|
Exclusive Management, Consulting and Training and Technical Service Agreement, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian;
|
|
●
|
Exclusive Option Agreement, dated July 25, 2014, by and among Xiangtian Shenzhen, Sanhe Xiangtian and all the shareholders of Sanhe Xiangtian (“Shanhe Xiangtian Shareholders”);
|
|
●
|
Equity Pledge Agreement, dated July 25, 2014, by and among Xiangtian Shenzhen, Sanhe Xiangtian and the Shanhe Xiangtian Shareholders;
|
|
●
|
Know-How Sub-License Agreement, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian; and
|
|
●
|
Powers of Attorney of the Sanhe Xiangtian Shareholders dated July 25, 2014.
|
In connection with
the termination of the VIE Agreements, on September 30, 2018, Sanhe Xiangtian transferred its 100% equity interest of Xianning
Xiangtian to the Sanhe Xiangtian Shareholders and the Sanhe Xiangtian Shareholders transferred their 100% equity interest of Sanhe
Xiangtian to Xianning Xiangtian. As a result of the foregoing equity transfers, Sanhe Xiangtian became a wholly owned subsidiary
of Xianning Xiangtian.
On the same day, the
Company, through Xiangtian Shenzhen and Xiangtian HK, entered into a new series of variable interest entity agreements (“New
VIE Agreements”), pursuant to which Xianning Xiangtian became the Company’s new contractually controlled affiliate.
The New VIE Agreements allow us to:
|
●
|
exercise effective control over Xianning Xiangtian;
|
|
●
|
receive substantially all of the economic benefits of Xianning Xiangtian; and
|
|
●
|
have an exclusive option to purchase all or part of the equity interests in Xianning Xiangtian when and to the extent permitted by the laws of the PRC.
|
As a result of the
New VIE Agreements, we have become the primary beneficiary of Xianning Xiangtian, and it treats Xianning Xiangtian as its variable
interest entity under U.S. GAAP. We will continue to consolidate the financial results of Xianning Xiangtian in our consolidated
financial statements in accordance with U.S. GAAP. The above reorganization has no effect to the Company’s consolidated financial
statements for the current period and thereafter.
Results of Operations
The following discussion should be read
in conjunction with the audited consolidated financial statement of the Company for the years ended July 31, 2019, 2018 and 2017
and related notes thereto.
The Year Ended July 31, 2019 Compared to the
Year Ended July 31, 2018
Continuing Operations
Revenue
Our revenue was derived
from the installation of power generation systems, the sales of PV panels and others, air compression equipment and other components,
heat pump products, high-grade synthetic fuel products, and hydraulic parts and electronic components for the year ended July 31,
2019.
Total revenues increased
by $37,857,125 or 247.9%, to $53,126,913 for the year ended July 31, 2019 as compared to $15,269,788 for the year ended July 31,
2018. The overall increase was primarily attributable to the increase of revenue generated from sales of PV panels and other products,
heat pumps, high-grade synthetic fuel and hydraulic parts and electronic components.
Our revenue from our revenue categories
is summarized as follows:
|
|
For the Year ended
July 31,
2019
|
|
|
For the Year ended
July 31,
2018
|
|
|
Change
|
|
|
Change (%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Installation of power generation systems
|
|
$
|
391,837
|
|
|
$
|
5,456,463
|
|
|
$
|
(5,064,626
|
)
|
|
|
(92.8
|
)%
|
PV panels and others
|
|
|
23,321,989
|
|
|
|
5,583,858
|
|
|
|
17,738,131
|
|
|
|
317.7
|
%
|
Air compression equipment and other components
|
|
|
1,373,196
|
|
|
|
1,101,744
|
|
|
|
271,452
|
|
|
|
24.6
|
%
|
Heat pumps
|
|
|
8,771,452
|
|
|
|
1,533,845
|
|
|
|
7,237,607
|
|
|
|
471.9
|
%
|
High-grade synthetic fuel
|
|
|
12,957,944
|
|
|
|
1,351,215
|
|
|
|
11,606,729
|
|
|
|
859.0
|
%
|
Hydraulic parts and electronic components
|
|
|
6,310,495
|
|
|
|
242,663
|
|
|
|
6,067,832
|
|
|
|
2,500.5
|
%
|
Total revenue
|
|
$
|
53,126,913
|
|
|
$
|
15,269,788
|
|
|
$
|
37,857,125
|
|
|
|
247.9
|
%
|
Installation of power
generation systems revenue decreased by $5,064,626 or 92.8% from $5,456,463 for the year ended July 31, 2018 to $391,837 for the
year ended July 31, 2019 because we did not have any new installation projects performed during the year ended July 31, 2019. We
will keep searching for large installation projects to increase our revenue. Sales of PV panels and others increased by $17,738,131
or 317.7% from $5,583,858 for the year ended July 31, 2018 to $23,321,989 for the same period in 2019. The increase in sales of
PV panels and others was mainly attributable to the Company commencing sales of PV panels in March 2018 and therefore we had a
full year of sales for the year ended July 31, 2019 as compared to four months sales during the year ended July 31, 2018. Sales
of air compression equipment and other components increased by $271,452 or 24.6% and the sales of heat pumps increased by $7,237,607
or 471.9% for the year ended July 31, 2019 as compared to the year ended July 31, 2018. Air compression equipment and other components
and heat pumps are parts of the installation of power generation systems, which were not sold separately during the year ended
July 31, 2018 while we sold them as separate components as a result of our marketing efforts during the year ended July 31, 2019,
which resulted in the increase of sales revenues.
Sales of high-grade
synthetic fuel increased by $11,606,729 or 859.0% for the year ended July 31, 2019 as compared to the year ended July 31, 2018
was mainly due to our entering into the business of researching, manufacturing and sales of high-grade synthetic fuel products
in April 2018. We expect our sales of high-grade synthetic fuel to continue to increase significantly as we expand our product
offering to include synthetic fuel for diesel vehicles, which has already passed the testing production.
Sales of hydraulic
parts and electronic components increased by $6,067,832 or 2,500.5% for the year ended July 31, 2019 as compared to the year ended
July 31, 2018 due to our acquisition of Hubei Jinli in June 2018 which is engaged in the business of manufacturing and sales of
hydraulic parts and electronic components.
Cost of Revenue
Total cost of revenue
increased by $27,585,326, or 218.4%, to $40,216,790 for the year ended July 31, 2019 as compared to $12,631,464 for the year ended
July 31, 2018. The increase in cost of revenue was due to the increase of revenue.
Our cost of revenue from our revenue categories
is summarized as follows:
|
|
For the Year ended
July 31,
2019
|
|
|
For the Year ended
July 31,
2018
|
|
|
Change
|
|
|
Change (%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Installation of power generation systems
|
|
$
|
359,870
|
|
|
$
|
4,721,798
|
|
|
$
|
(4,361,928
|
)
|
|
|
(92.4
|
)%
|
PV panels and others
|
|
|
21,098,520
|
|
|
|
4,860,179
|
|
|
|
16,238,341
|
|
|
|
334.1
|
%
|
Air compression equipment and other components
|
|
|
1,119,578
|
|
|
|
910,680
|
|
|
|
208,898
|
|
|
|
22.9
|
%
|
Heat pumps
|
|
|
7,302,741
|
|
|
|
1,100,448
|
|
|
|
6,202,293
|
|
|
|
563.6
|
%
|
High-grade synthetic fuel
|
|
|
7,974,159
|
|
|
|
834,070
|
|
|
|
7,140,089
|
|
|
|
856.1
|
%
|
Hydraulic parts and electronic components
|
|
|
2,361,922
|
|
|
|
204,289
|
|
|
|
2,157,633
|
|
|
|
1,056.2
|
%
|
Total cost of revenue
|
|
$
|
40,216,790
|
|
|
$
|
12,631,464
|
|
|
$
|
27,585,326
|
|
|
|
218.4
|
%
|
Gross Profit
Our gross profit from
our major revenue categories is summarized as follows:
|
|
For the Year ended
July 31,
2019
|
|
|
For the Year ended
July 31,
2018
|
|
|
Change
|
|
|
Change (%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Installation of power generation systems
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
31,968
|
|
|
$
|
734,665
|
|
|
$
|
(702,697
|
)
|
|
|
(95.6
|
)%
|
Gross profit percentage
|
|
|
8.2
|
%
|
|
|
13.5
|
%
|
|
|
(5.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PV panels and others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
2,223,468
|
|
|
$
|
723,679
|
|
|
$
|
1,499,789
|
|
|
|
207.2
|
%
|
Gross profit percentage
|
|
|
9.5
|
%
|
|
|
13.0
|
%
|
|
|
(3.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Air compression equipment and other components
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
253,618
|
|
|
$
|
191,064
|
|
|
$
|
62,554
|
|
|
|
32.7
|
%
|
Gross profit percentage
|
|
|
18.5
|
%
|
|
|
17.3
|
%
|
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Heat pumps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
1,468,711
|
|
|
$
|
433,397
|
|
|
$
|
1,035,314
|
|
|
|
238.9
|
%
|
Gross profit percentage
|
|
|
16.7
|
%
|
|
|
28.3
|
%
|
|
|
(11.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High-grade synthetic fuel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
4,983,785
|
|
|
$
|
517,145
|
|
|
$
|
4,466,640
|
|
|
|
863.7
|
%
|
Gross profit percentage
|
|
|
38.5
|
%
|
|
|
38.3
|
%
|
|
|
0.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hydraulic parts and electronic components
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
3,948,573
|
|
|
$
|
38,374
|
|
|
$
|
3,910,199
|
|
|
|
10,189.7
|
%
|
Gross profit percentage
|
|
|
62.6
|
%
|
|
|
15.8
|
%
|
|
|
46.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
12,910,123
|
|
|
$
|
2,638,324
|
|
|
$
|
10,271,799
|
|
|
|
389.3
|
%
|
Gross profit percentage
|
|
|
24.3
|
%
|
|
|
17.3
|
%
|
|
|
7.0
|
%
|
|
|
|
|
Our gross profit increased
by $10,271,799, or 389.3%, to $12,910,123 during the year ended July 31, 2019 from $2,638,324 for the year ended July 31, 2018.
The increase in gross profit was primarily due to the significant increase in revenues contributed by PV panels business, established
in March 2018, high-grade synthetic fuel business, established in April 2018, and hydraulic parts and electronic components business,
acquired in June 2018.
For the years ended
July 31, 2019 and 2018, our overall gross profit percentage was 24.3% and 17.3%, respectively. The increase in gross profit percentage
was primarily due to the increase in sales of our air compression equipment and other components, high-grade synthetic fuel products
and hydraulic parts and electronic components, which generally have a higher gross profit percentage.
Gross profit percentage
for our installation of power generation systems revenue was 8.2% and 13.5% for the years ended July 31, 2019 and 2018, respectively.
The decrease in gross profit percentage is mainly due to our final installation project for the year ended July 31, 2019 has a
lower gross profit percentage as the project is smaller in size with a lesser profit margin.
Gross profit percentage
for PV panels and others revenue was 9.5% and 13.0% for the years ended July 31, 2019 and 2018, respectively. The decrease of gross
profit percentage was due to the increase in sales volume as we expanded our business by lowering prices to attract more sales
volume, which resulted in lower gross profit percentage in the current period.
Gross profit percentage for air
compression equipment and other components revenue was 18.5% and 17.3% for the years ended July 31, 2019 and 2018, respectively.
The slightly increase in gross profit percentage is mainly due to new value-added taxes rate enacted in April 2019 from 16% to
13% for which we were able to slightly increasing our unit selling price which caused the gross profit percentage to be slightly
increased.
Gross profit percentage
for heat pumps revenue was 16.7% and 28.3% for the years ended July 31, 2019 and 2018, respectively. The decrease in gross profit
percentage was due to the increase in sales volume as we expanded our business by lowering prices to attract more sales volume,
which resulted in lower gross profit percentage in the current period.
Gross profit percentage for high-grade
synthetic fuel revenue was 38.5% and 38.3% for the years ended July 31, 2019 and 2018, respectively. The slightly increase in
gross profit percentage is mainly due to new value-added taxes rate enacted in April 2019 from 16% to 13% for which we were able
to slightly increasing our unit selling price which caused the gross profit percentage to be slightly increased.
Gross profit percentage
for hydraulic parts and electronic components revenue was 62.6% and 15.8% for the years ended July 31, 2019 and 2018, respectively.
The increase in gross profit percentage was due to we obtaining a few large specialty governmental contracts with higher selling
price during the year ended July 31, 2019, which increased our gross profit percentage to 62.6%. Historically, our gross profit
has been around 45% to 60% depends on the market price of steel, our major raw materials cost. On the other hand, we acquired Hubei
Jinli for the hydraulic parts and electronic components operations at the end of June 2018. We wrote off approximately $58,000
of raw materials in July 2018 and our gross profit for July 2018 of Hubei Jinli became lower than our average gross profit. As
a result, our gross profit percentage for hydraulic parts and electronic components revenue increased from 15.8% in the year ended
July 31, 2018 to 62.6% in the year ended July 31, 2019.
Operating Expenses
Total operating expenses increased
by $8,085,164 or 231.8% from $3,487,755 during the year ended July 31, 2018 to $11,572,919 during the same period in 2019. The
increase in operating expenses was mainly attributable to (i) the increase in selling expenses of $1,370,010, (ii) the increase
in general and administrative expenses of $4,306,210, (iii) the increase in research and development expenses of $319,539, (iv)
the increase in provision for doubtful accounts of $541,687 as we have more aged receivables, (v) the increase in impairment loss
of intangible assets and goodwill of $983,603 as we determined that Tianjin Jiabaili Petroleum Products Co. Ltd.’s (“Tianjin
Jiabaili”) operation would not be able to begin production due to misrepresentation of the production facility of Tianjin
Jiabaili from the former shareholders of Tianjin Jiabiali, (vi) the increase in impairment loss of deposit for investment of $320,457
as we were not able to collect the investment deposit after exhaustive efforts at collection were made, and (vii) the increase
in change in estimated contingent liabilities of $243,658 as Hubei Jinli Hydraulic Co., Ltd.’s (“Jinli”) operation
result were better than our previous estimates at July 31, 2018 for profit sharing clause payable to the former shareholder of
Jinli for the year ended July 31, 2019 as compared to the year ended July 31, 2018.
The increase in selling
expenses of approximately $1,370,000 was mainly attributable to the increase in salaries, social insurance expenses and benefits
of approximately $212,000, and the increase in commission of approximately $495,000 due to the increased number of sales representatives
and the increase in shipping expense of approximately $652,000 as a result of the increase in products sold. The above increases
were mainly attributable to the added operations from PV panels business, established in March 2018, high-grade synthetic fuel
business, established in April 2018, and hydraulic parts and electronic components business, acquired in June 2018.
The increase in general
and administrative expenses of approximately $4,306,000 was mainly attributable to (i) the increase in salaries, social insurance
expenses, and benefits expenses of approximately $1,056,000, (ii) the increase in depreciation and amortization expenses of approximately
$388,000, (iii) the increase in rent and property management expenses of approximately $524,000, (iv) the increase in utility expenses
of approximately $221,000, (v) the increase in travel expenses of approximately $86,000, (vi) the increase of meal and entertainment
expenses of approximately $128,000 and (vii) the increase in professional fees including legal fees, audit fees and consulting
fees of approximately $1,397,000. The above increases were mainly attributable to the added operations from PV panels business,
established in March 2018, high-grade synthetic fuel business, established in April 2018, and hydraulic parts and electronic components
business, acquired in June 2018. This increase is offset by (i) approximately $101,000 decrease in services expenses and (ii) approximately
$74,000 decrease in inspection expenses.
Research and Development (“R&D”)
For the years ended
July 31, 2019 and 2018, we have incurred R&D expense of $323,216 and $3,677, respectively. The increase of R&D expenses
are mainly due to our research and development costs incurred on improving our hydraulic parts and electronic components products
as well as researching and developing new high-grade synthetic fuel products.
Other (Expenses) Income, Net
Total other expenses
increased by $893,255 or 331.0% from $269,844 during the year ended July 31, 2018 to $1,163,099 during the year ended July 31,
2019. The increase in total other expenses was mainly attributable to the increase in interest expense as a result of the third
party loans that we obtained in 2018 to pay for the initial payments in relation to the acquisition of Hubei Jinli and Tianjin
Jiabaili in June 2018. In addition, Hubei Jinli had existing bank loans prior to our acquisition. We also obtained a new related
party loan in January 2019 for the payments in relation to the acquisition of Wine Co. and Herbal Wine Co. As a result, we incurred
approximately $462,000 interest expense for the year ended July 31, 2019 as compared to $0 for the year ended July 31, 2018. Furthermore,
the acquisition of Hubei Jinli also includes three installment payments each due on June 20 of 2019, 2020 and 2021, respectively,
which resulted in amortization of debt discount of our investment payable of approximately $493,000 for the year ended July 31,
2019 as compared to $0 for the year ended July 31, 2018. Furthermore, we made the payment for acquisition of Hubei Jinli prior
to the original due date, as a result, we recognized a one-time finance expenses of approximately $490,000 at the time for which
the discount portion of the payment for the original due date were prepaid for the year ended July 31, 2019 as compared to $0 for
the year ended July 31, 2018.
Income Tax Expense
Our current income
tax expense was $1,964,238 and $180,147 for the years ended July 31, 2019 and 2018, respectively. Our income tax expense was incurred
by our profitable VIEs and controlled entities in both periods and we have provided 100% allowance on net operating losses for
our VIEs and controlled entities which incurred losses. Our effective tax rate for the year ended July 31, 2019 was 1,128.2% mainly
due to we had significant income taxes expenses incurred in our profitable VIEs and controlled entities, which is significant higher
than our consolidated income before income taxes, and resulted in significant effective tax rate during the period.
Loss from continuing operations
Our net loss from continuing
operations increased by $490,711, or 37.8%, to net loss of $1,790,133 for the year ended July 31, 2019, from a net loss of $1,299,422
for the year ended July 31, 2018. Such change was the result of the combination of the changes discussed above.
Discontinued operations
Net income from discontinued operations
Our net income from
discontinued operations increased by $1,051,152, or 100.0%, to net income of $1,051,152 for the year ended July 31, 2019, from
a net income of $0 for the year ended July 31, 2018. The increase in income from discontinued operations was predominantly due
to the revenue generated by Herbal Wine Co. and Wine Co. which considered as discontinued operations since the board discussed
a plan to pursue the potential sale of all its ownership interest in Herbal Wine Co. and Wine Co. in order to shift its business
focus on its energy related business. See Note 4 – Discontinued operations. We did not have such operations during the year
ended July 31, 2018.
Net Loss
Our net loss decreased
by $560,441, or 43.1%, to net loss of $738,981 for the year ended July 31, 2019, from a net loss of $1,299,422 for the year ended
July 31, 2018. Such change was the result of the combination of the changes discussed above.
The Year Ended July 31, 2018 Compared
to the Year Ended July 31, 2017
Revenue
Our revenue consisted
of installation of power generation systems and the sales of PV Panels, air compression equipment, heat pump products, high-grade
synthetic fuel products, hydraulic parts and electronic components for the year ended July 31, 2018.
Total revenues increased
by $5,748,417, or 60.4%, to $15,269,788 for the year ended July 31, 2018 as compared to $9,521,371 for the year ended July 31,
2017. The overall increase was primarily attributable to the increase of our sales of PV panels, air compression equipment, heat
pumps, high-grade synthetic fuel, and hydraulic parts and electronic components offset by the decrease in revenue of the installation
of power generation systems.
Our revenue from our revenue categories is summarized as follows:
|
|
For the Year ended
July 31,
2018
|
|
|
For the Year ended
July 31,
2017
|
|
|
Change
|
|
|
Change (%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Installation of power generation systems
|
|
$
|
5,456,463
|
|
|
$
|
7,299,943
|
|
|
$
|
(1,843,480
|
)
|
|
|
(25.3
|
)%
|
PV panels and others
|
|
|
5,583,858
|
|
|
|
2,221,428
|
|
|
|
3,362,430
|
|
|
|
151.4
|
%
|
Air compression equipment
|
|
|
1,101,744
|
|
|
|
-
|
|
|
|
1,101,744
|
|
|
|
100.0
|
%
|
Heat pumps
|
|
|
1,533,845
|
|
|
|
-
|
|
|
|
1,533,845
|
|
|
|
100.0
|
%
|
High-grade synthetic bio-fuel
|
|
|
1,351,215
|
|
|
|
-
|
|
|
|
1,351,215
|
|
|
|
100.0
|
%
|
Hydraulic parts and electronic components
|
|
|
242,663
|
|
|
|
-
|
|
|
|
242,663
|
|
|
|
100.0
|
%
|
Total revenue
|
|
$
|
15,269,788
|
|
|
$
|
9,521,371
|
|
|
$
|
5,748,417
|
|
|
|
60.4
|
%
|
Installation of power
generation systems revenue decreased by $1,843,480 or 25.3% from $7,299,943 for the year ended July 31, 2017 to $5,456,463 for
the year ended July 31, 2018 as our customers started using their own installation team while only purchasing the PV panels, air
compression equipment and heat pumps from us during the year ended July 31, 2018. The change is consistent with the increase in
sales of PV panels by $3,362,430 or 151.4%, increase in sales of air compression equipment by $1,101,744 or 100% and the increase
in sales of heat pumps by $1,533,845 or 100% for the year ended July 31, 2018 as compared to the year ended July 31, 2017. These
three types of products are parts of the installation of power generation systems, which were not sold separately during the year
ended July 31, 2017 while we sold them as separate components during the year ended July 31, 2018, which resulted in the increase
of sales revenues. We expect our air compression systems and products sales will go down in the future as the demand for them is
lower as compared to our PV products since the cost of PV electricity is generally cheaper. The increase in sales of PV panels
is also attributable to the establishment of Xiangtian Zhongdian in March 2018, which is in the business of manufacturing and sales
of PV panels, and contributed $3,682,011 of revenues for the year ended July 31, 2018.
During the quarter
ended July 31, 2018, the Company recognized sales and installation of power generation systems of approximately $2.1 million with
gross profit of approximately $343,000 and sales of PV panels of approximately $1.5 million with gross profit of approximately
$245,000. The completion of installation and delivery of products occurred during the quarter ended July 31, 2017. These revenues
were contributed from the same customer and being deferred and recognized during the quarter ended July 31, 2018 mainly because
the collectability were assured after additional inspections of the Company’s projects and products with payment approval
in September 2018 before the issuance of the Company’s financial statements for the fiscal year 2018. The Company also performed
an impairment test on the deferred cost as of July 31, 2017 and determined no allowance on deferred cost were deemed necessary
as our products can easily be dismantled and resold above its deferred cost if the Company were unable to pass the second inspections.
Sales of high-grade
synthetic fuel increased by $1,351,215 or 100% for the year ended July 31, 2018 as compared to the year ended July 31, 2017 due
to our establishment of Jingshan Sanhe in April 2018 which is engaged in the business of researching, manufacturing and sales of
high-grade synthetic fuel products. We expect our sales of high-grade synthetic fuel will continue to increase significantly as
we expand our product offering to include a new product, Xiangtian No. 5, gas or diesel engine cleaner we developed to clean and lubricate fuel
system and stops corrosion, and protect engines of vehicles. We began marketing and selling Xiangtian No. 5 in September 2019.
Sales of hydraulic
parts and electronic components increased by $242,663 or 100% for the year ended July 31, 2018 as compared to the year ended July
31, 2017 due to our acquisition of Hubei Jinli in June 2018 which is engaged in the business of manufacturing and sales of hydraulic
parts and electronic components.
Cost of Revenue
Total cost of revenue
increased by $4,088,257, or 47.9%, to $12,631,464 for the year ended July 31, 2018 as compared to $8,543,207 for the year ended
July 31, 2017. The increase in cost of revenue was in line with the increase of revenue.
Our cost of revenue from our revenue categories are summarized
as follows:
|
|
For the Year ended
July 31,
2018
|
|
|
For the Year ended
July 31,
2017
|
|
|
Change
|
|
|
Change (%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Installation of power generation systems
|
|
$
|
4,721,798
|
|
|
$
|
6,332,093
|
|
|
$
|
(1,610,295
|
)
|
|
|
(25.4
|
)%
|
PV panels and others
|
|
|
4,860,179
|
|
|
|
2,211,114
|
|
|
|
2,649,065
|
|
|
|
119.8
|
%
|
Air compression equipment
|
|
|
910,680
|
|
|
|
-
|
|
|
|
910,680
|
|
|
|
100.0
|
%
|
Heat pumps
|
|
|
1,100,448
|
|
|
|
-
|
|
|
|
1,100,448
|
|
|
|
100.0
|
%
|
High-grade synthetic bio-fuel
|
|
|
834,070
|
|
|
|
-
|
|
|
|
834,070
|
|
|
|
100.0
|
%
|
Hydraulic parts and electronic components
|
|
|
204,289
|
|
|
|
-
|
|
|
|
204,289
|
|
|
|
100.0
|
%
|
Total cost of revenue
|
|
$
|
12,631,464
|
|
|
$
|
8,543,207
|
|
|
$
|
4,088,257
|
|
|
|
47.9
|
%
|
Gross Profit
Our gross profit from our major revenue
categories are summarized as follows:
|
|
For the
Year ended
July 31,
2018
|
|
|
For the
Year ended
July 31,
2017
|
|
|
Change
|
|
|
Change (%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Installation of power generation systems
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
734,665
|
|
|
$
|
967,850
|
|
|
$
|
(233,185
|
)
|
|
|
(24.1
|
)%
|
Gross profit percentage
|
|
|
13.5
|
%
|
|
|
13.3
|
%
|
|
|
0.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PV panels and others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
723,679
|
|
|
$
|
10,314
|
|
|
$
|
713,365
|
|
|
|
6,916.5
|
%
|
Gross profit percentage
|
|
|
13.0
|
%
|
|
|
0.5
|
%
|
|
|
12.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Air compression equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
191,064
|
|
|
$
|
-
|
|
|
$
|
191,064
|
|
|
|
100.0
|
%
|
Gross profit percentage
|
|
|
17.3
|
%
|
|
|
-
|
%
|
|
|
17.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Heat pumps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
433,397
|
|
|
$
|
-
|
|
|
$
|
433,397
|
|
|
|
100.0
|
%
|
Gross profit percentage
|
|
|
28.3
|
%
|
|
|
-
|
%
|
|
|
28.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High-grade synthetic bio-fuel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
517,145
|
|
|
$
|
-
|
|
|
$
|
517,145
|
|
|
|
100.0
|
%
|
Gross profit percentage
|
|
|
38.3
|
%
|
|
|
-
|
%
|
|
|
38.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hydraulic parts and electronic components
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
38,374
|
|
|
$
|
-
|
|
|
$
|
38,374
|
|
|
|
100.0
|
%
|
Gross profit percentage
|
|
|
15.8
|
%
|
|
|
-
|
%
|
|
|
15.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margin
|
|
$
|
2,638,324
|
|
|
$
|
978,164
|
|
|
$
|
1,660,160
|
|
|
|
169.7
|
%
|
Gross profit percentage
|
|
|
17.3
|
%
|
|
|
10.3
|
%
|
|
|
7.0
|
%
|
|
|
|
|
Our gross profit increased
by $1,660,160, or 169.7%, to $2,638,324 during the year ended July 31, 2018, from $978,164 for the year ended July 31, 2017. The
increase in gross profit was primarily due to the significant increase of revenues contributed by Xiangtian Zhongdian, established
in March 2018, Jingshan Sanhe, established in April 2018, and Hubei Jinli, acquired in June 2018.
For the years ended
July 31, 2018 and 2017, our overall gross profit percentage was 17.3% and 10.3%, respectively. The increase in gross profit percentage
was primarily due to the increase of revenue for our high-grade synthetic fuel products, which were new products sold by our Company
from 2018 and generally have a higher gross profit percentage.
Gross profit percentage
for our installation of power generation systems revenue was consistent at 13.5% and 13.3% for the years ended July 31, 2018 and
2017, respectively, due to the fact there we were trying to stay competitive in our operations of bidding our installation projects
while ensuring that we maintain our profitability within similar profit range.
Gross profit percentage
for PV panels and others revenue was 13.0% and 0.5% for the years ended July 31, 2018 and 2017, respectively. The increase of gross
profit percentage was mainly due to recognizing an inventory obsolescence loss of $337,000 for the year ended July 31, 2017 that
drove down our gross profit percentage to 0.5% for the year ended July 31, 2017 while we did not have such inventory obsolescence
losses for the year ended July 31, 2018.
Operating Expenses
Total operating expenses
decreased by $1,905,878 or 35.3% from $5,393,633 during the year ended July 31, 2017 to $3,487,755 during the year ended July 31,
2018. The decrease in operating expenses were mainly attributable to the decrease in provision for doubtful accounts of $1,395,152,
the increase of recovery for doubtful accounts of $119,003, and the decrease of impairment of advance to suppliers of $1,404,565
offset by the increase of selling expenses of $268,212 and the increase of general and administrative expenses of $740,953 for
the year ended July 31, 2018 as compared to the year ended July 31, 2017.
The increase of selling
expenses of approximately $268,000 is mainly attributable to the increase of sales agent and commission fees of approximately $125,000,
the increase of commissions to our sales staff of approximately $62,000, the increase of travel expenses of approximately $33,000,
the increase of shipping expenses of approximately $25,000, and the increase of other miscellaneous selling expenses, such as meals
and entertainment, deprecation, and advertising of approximately $23,000. The above increases are mainly attributable to the increased
operations from Xiangtian Zhongdian, established in March 2018, Jingshan Sanhe, established in April 2018, and Hubei Jinli, acquired
in June 2018.
The increase of general
and administrative (“G&A”) expenses of approximately $741,000 is mainly attributable to the increase of rental
expenses of approximately $146,000, the increase of depreciation and amortization expense of approximately $144,000, the increase
of salary and social insurance expenses of approximately $134,000, the increase of professional fees such as legal, audit and consulting
of approximately $99,000, the increase of product inspection expense of approximately $140,000, the increase of late filing U.S.
tax return penalty of approximately $80,000, and the increase of other miscellaneous G&A expenses $1,000. The above increases
are mainly attributable to the increased operations from Xiangtian Zhongdian, established in March 2018, Jingshan Sanhe, established
in April 2018, Hubei Jinli, acquired in June 2018 and Tianjin Jiabaili acquired in June 2018.
Research and Development (“R&D”)
For the year ended
July 31, 2018 and 2017, we have incurred R&D expense of $3,677 and $0, respectively. We have not incurred any significant expenses
for research and development from inception through July 31, 2018. Company employees only conduct basic research and do not work
on a specific plan or project to which expenses can be allocated.
Other income (expenses), net
Total other income
(expenses) decreased by $279,395 from $9,551 of other income during the year ended July 31, 2017 to $269,844 of other expenses
during the year ended July 31, 2018. The decrease in total income (expenses) mainly attributable to related parties loan and third
parties loan that we obtained in 2018 to pay for the initial acquisition payments in relation to the acquisition of Hubei Jinli
and Tianjin Jiabaili in June 2018. In addition, Hubei Jinli has existing bank loans prior to our acquisition. As a result, we have
incurred approximately $256,000 interest expenses for the year ended July 31, 2018 as compared to $0 for the year ended July 31,
2017. Furthermore, the acquisition of Hubei Jinli also includes three installment payments to be due on each of the June 20 of
2019, 2020 and 2021, which resulted in amortization of debt discount of our investment payable of approximately $43,000 for the
year ended July 31, 2018 as compared to $0 for the year ended July 31, 2017.
Income tax expense
Our income tax expense
was $180,147 and $158,241 for the years ended July 31, 2018 and 2017, respectively. Although we had net loss before income taxes,
our income tax expense was incurred by our profitable variable interest entity and its subsidiaries in both periods and we have
provided 100% allowance on net operating losses for our variable interest entity and its subsidiaries for which it has incurred
losses.
Net loss
Our net loss decreased
by $3,264,737, or 71.5%, to $1,299,422 for the year ended July 31, 2018, from $4,564,159 for the year ended July 31, 2017. Such
change was the result of the combination of the changes as discussed above.
Liquidity and Capital Resources
Capital Resources
In assessing our liquidity,
we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet
our working capital requirements, operating expenses and capital expenditure obligations. Debt financing in the form of loans including
related party loans have been utilized to finance our working capital requirements. As of July 31, 2019, the Company’s working
deficit was approximately $1.9 million and the Company had cash and restricted cash of approximately $3.5 million.
Given our expected
expenditures in the foreseeable future together with our cash flow from the financing activities, we have comprehensively considered
our available sources of funds as follows:
|
●
|
we will continuously seek equity financing (including a proposed underwritten public offering pursuant to a registration statement on Form S-1 on February 1, 2019) to support its working capital;
|
|
●
|
other available sources of financing from PRC banks and other financial institutions;
|
|
●
|
financial support and credit guarantee commitments from the Company’s related parties.
|
Based on the above
considerations, our management is of the opinion that we have sufficient funds to meet our working capital requirements and current
liabilities as they become due for at least one year from the date of this report. However, there is no assurance that management
will be successful in our plans. There are a number of factors that could potentially arise that could undermine our plans, such
as changes in the demand for our products or installations, PRC government policy, economic conditions, and competitive pricing
in the industries that we operates in.
Our management has
considered whether there is a going concern issue due to our recurring losses from operations. Based upon the continuing financial
support and credit guarantee commitments from our related parties to provide the necessary funds to us to continue our operations
should the need arise, our management believes that we have alleviated the going concern issue.
We also expect to raise
additional capital through public offerings with the proceeds to be used for 1) leasing additional production facilities for synthetic
fuel and related products, 2) adding a new packaging line for our synthetic fuel and related products in Jingshan Sanhe, and 3)
general corporate purpose.
The following summarizes the key components
of our cash flows for the years ended July 31, 2019, 2018 and 2017.
|
|
For the Years Ended July 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Net cash provided by (used in) operating activities from continuing operations
|
|
$
|
3,824,555
|
|
|
$
|
(389,902
|
)
|
|
$
|
944,246
|
|
Net cash provided by operating activities from discontinued operations
|
|
|
1,474,719
|
|
|
|
-
|
|
|
|
-
|
|
Net cash used in investing activities from continuing operations
|
|
|
(12,710,870
|
)
|
|
|
(7,178,565
|
)
|
|
|
(1,813,140
|
)
|
Net cash used in investing activities from discontinued operations
|
|
|
(9,737,061
|
)
|
|
|
-
|
|
|
|
-
|
|
Net cash provided by financing activities from continuing operations
|
|
|
9,075,662
|
|
|
|
21,316,253
|
|
|
|
947,729
|
|
Net cash used in financing activities from discontinued operations
|
|
|
(442,946
|
)
|
|
|
-
|
|
|
|
-
|
|
Effect of exchange rate change on cash and restricted cash
|
|
|
(263,462
|
)
|
|
|
(658,972
|
)
|
|
|
(148,086
|
)
|
Net change in cash and restricted cash
|
|
$
|
(8,779,403
|
)
|
|
$
|
13,088,814
|
|
|
$
|
(69,251
|
)
|
As of July 31, 2019 and 2018,
we had a cash and restricted cash balance of $3,536,481 and $14,245,783, respectively, from continuing operations.
Operating Activities
Net cash provided by operating
activities from continuing operations was approximately $3.8 million for the year ended July 31, 2019. Cash provided by operating
activities for the year ended July 31, 2019 was mainly comprised of non-cash effects of depreciation and amortization expense
of approximately $1.8 million, impairment of inventories of approximately $0.3 million, bad debt allowance of approximately $0.4
million, impairment of intangible assets and goodwill of approximately $1.0 million, impairment of deposit for investment of approximately
$0.3 million, amortization of debt discount of approximately $0.5 million, and the decrease of contract assets of approximately
$2.9 million, the increase of advance from customers of approximately $7.4 million as we have received significant sales orders
for our high-grade synthetic fuel products which require customer deposits. The net cash provided by operating activities was
partially offset by net loss from continuing operations of approximately $1.8 million, the increase in notes receivable of approximately
$0.8 million as our customers used bank notes to pay for our products, the increase in inventories of approximately $2.0 million,
the increase in advances to suppliers of approximately $3.7 million as we prepaid for more purchases in anticipation of productions,
the increase in other receivables of approximately $0.5 million, the decrease in accounts payable of approximately $2.2 million
and the decrease in other payables and accrued liabilities of approximately $0.6 million.
Net cash used in operating
activities was approximately $0.4 million for the year ended July 31, 2018. Cash used in operating activities for the year ended
July 31, 2018 was mainly due to net loss of approximately $1.3 million, the increase in notes receivable of approximately $1.4
million as our customers used bank notes to pay for our products which notes will be cashed out within the 3-6 month maturities,
the increase in accounts receivable of approximately $1.5 million due to the PV panels credit sales which were made near year end
but may not be collected until after the year end, the increase in inventories of approximately $4.4 million which were stocked
up in anticipation of our sales after year end, the increase of prepaid expense of approximately $1.6 million as we incurred more
VAT credit on our inventories that we can use to offset our sales VAT payables, which is in line with the increase of inventories,
offset by the non-cash effect of depreciation and amortization of approximately $0.5 million, the decrease in advance to suppliers
of approximately $0.2 million, the increase in accounts payable of approximately $0.4 million as we increased our purchase of our
inventories on credit, the increase in other payable and tax payables of approximately $0.6 million as we incurred more payables
due to increase of our operations, and the increase of advance from customers of approximately $8.2 million which we received prior
to the year-end.
Net
cash provided by operating activities was approximately $0.9 million for the year ended July 31, 2017. Cash provided by operating
activities for the year ended July 31, 2017 was mainly due to various non-cash items, such as depreciation expense, provision for
warranty expense, allowance for doubtful accounts, impairment of advance to suppliers and inventories, of approximately $3.5 million,
the decrease of accounts receivable of approximately $0.3 million, the decrease of inventories of approximately $1.2 million, the
decrease of advance to suppliers of approximately $2.0 million, the decrease in other receivables of approximately $0.3 million,
the decrease in other current assets of approximately $0.1 million, the increase in accounts payable of approximately $0.2 million
and the increase in other payables and taxes payable of approximately $0.3 million offset by net loss of approximately $4.6 million,
the increase in costs and estimated earnings in excess of billings of approximately $2.2 million, decrease in advance from customers
of approximately $149,000.
Investing Activities
Net cash used in investing activities
from continuing operations was approximately $12.7 million for the year ended July 31, 2019. Cash used in investing activities
for the year ended July 31, 2019 was mainly comprised of the partial investment payments of approximately $10.0 million that we
made in relation to the acquisition of Hubei Jinli and Tianjin Jiabaili, the purchase of property and equipment of approximately
$4.1 million for our business expansion, and the purchase of short-term investment of approximately $0.4 million offset by the
collection of loan receivable of approximately $1.8 million.
Net cash used in investing
activities was approximately $7.2 million for the year ended July 31, 2018. Cash used in investing activities for the year ended
July 31, 2018 was mainly due to the partial investment payments of approximately $6.8 million that we made in relation to the acquisition
of Hubei Jinli and Tianjin Jiabaili, the purchase of property and equipment of approximately $0.5 million for our business expansion
in Jingshan Xiangtian and Xiangtian Zhongdian, deposit for an equity investment of approximately $0.5 million which we have already
requested for a refund, and loan to a former shareholder of Hubei Jinli which were already repaid by the former shareholder after
July 31, 2018, offset by the proceeds from sales of our equipment of approximately $0.9 million.
Net
cash used in investing activities was approximately $1.8 million for the year ended July 31, 2017.Cash used in investing activities
for the year ended July 31, 2017 was mainly due to the purchase of property and equipment of approximately $2.0 million offset
by the decrease in other assets of approximately $0.2 million.
Financing Activities
Net cash provided by financing
activities from continuing operations was approximately $9.1 million for the year ended July 31, 2019. Cash provided by financing
activities for the year ended July 31, 2019 was comprised of borrowings from related parties of approximately $2.1 million, capital
contribution from shareholders of approximately $30.8 million and proceeds from related party loans of approximately $15.2 million
partially offset by the payments of short-term bank loan and related party loans of approximately $3.8 million and $35.3 million,
respectively.
Net cash provided by
financing activities was approximately $21.3 million for the year ended July 31, 2018. Cash provided by financing activities for
the year ended July 31, 2018 was mainly due to the borrowings from related parties and directors of approximately $1.4 million,
proceeds from third party loan of approximately $0.2 million, proceeds from related parties loans of approximately $21.1 million
offset by the payments of short-term bank loan of $1.4 million.
Net
cash provided by financing activities was approximately $0.9 million for the year ended July 31, 2017. Cash provided by financing
activities for the year ended July 31, 2017 was mainly due to the borrowings from related parties and directors of approximately
$0.9 million.
See Note 12 of our accompanying notes to
consolidated financial statements for the detail terms of our borrowings.
Commitments and Contingencies
In the normal course
of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover
a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20,
“Loss Contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has
been incurred and the amount of loss can be reasonably estimated.
Contractual Obligations
As of July 31, 2019,
the future minimum payments under certain of our contractual obligations were as follows:
|
|
|
|
|
Payments Due In
|
|
Contractual obligations
|
|
Total
|
|
|
Less than
1 year
|
|
|
1 – 3
years
|
|
|
3 – 5
years
|
|
|
Thereafter
|
|
Operating leases obligations
|
|
$
|
2,536,956
|
|
|
$
|
531,058
|
|
|
$
|
1,670,874
|
|
|
$
|
334,152
|
|
|
$
|
872
|
|
Long-term debt obligations*
|
|
|
657,297
|
|
|
|
249,851
|
|
|
|
407,446
|
|
|
|
-
|
|
|
|
-
|
|
Due to related parties and third party
|
|
|
6,375,385
|
|
|
|
6,375,385
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
9,569,638
|
|
|
$
|
7,156,294
|
|
|
$
|
2,078,320
|
|
|
$
|
334,152
|
|
|
$
|
872
|
|
|
*
|
Represent future value of acquisition payments in relation to our acquisitions of Hubei Jinli and Tianjin Jiabaili.
|
Off-Balance Sheet Arrangements
We have no off-balance
sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk
support or other benefits.
Critical Accounting Policies and Estimates
The preparation of
financial statements in conformity with accounting principles generally accepted in the United States requires our management to
make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures
of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation
of our financial statements. These accounting policies are important for an understanding of our financial condition and results
of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results
of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates
are particularly sensitive because of their significance to financial statements and because of the possibility that future events
affecting the estimate may differ significantly from management’s current judgments. While our significant accounting policies
are more fully described in Note 2 to our consolidated financial statements included elsewhere in this report, we believe the following
critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.
Use of Estimates and Assumptions
The preparation of
consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates
reflected in our consolidated financial statements include the estimated cost used to calculate the percentage of completion recognized
in our revenues, the useful lives of property, plant and equipment, impairment of long-lived assets, allowance for accounts receivable
doubtful accounts, allowance for inventory obsolescence reserve, allowance for advance to suppliers doubtful accounts, allowance
for deferred tax assets, fair value of the assets and the liabilities of the entity acquired through our business combination,
valuation of warranty reserves, contingent consideration liabilities, and the accrual of potential liabilities. Actual results
could differ from these estimates.
Contract Assets
The differences between
the timing of the Company’s revenue recognized (based on costs incurred) and customer billings (based on unconditional rights
to receive the consideration in the contractual terms) results in changes to our contract asset or contract liability positions.
Provisions for estimated losses of contract assets on uncompleted contracts are made in the period in which such losses are determined.
Discontinued operations
In accordance with
ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component
of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents
a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components
of an entity meet the criteria in paragraph 205-20-45-1E to be classified as discontinued operations. When all of the criteria
to be classified as discontinued operations are met, including management having the authority to approve the action and committing
to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be
reported as components of total assets and liabilities separate from the balances of the continuing operations. At the same time,
the results of operations discontinued operations, less applicable income taxes (benefit), shall be reported as components of net
income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45. See Note 4 –
Discontinued operations.
Revenue Recognition
On August 1, 2018,
we adopted Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (ASC Topic 606) using
the modified retrospective method for contracts that were not completed as of July 31, 2018. This did not result in an adjustment
to the retained earnings upon adoption of this new guidance as our revenue was recognized based on the amount of consideration
expected to receive in exchange for satisfying the performance obligations.
The core principle
underlying the revenue recognition ASU is that we will recognize revenue to represent the transfer of goods and services to customers
in an amount that reflects the consideration to which we expect to be entitled in such exchange. This will require us to identify
contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on
when control of goods and services transfers to a customer. Our revenue streams are recognized over time for our sale and installation
of power generation systems and are recognized at a point in time for our sale of products.
The ASU requires the
use of a new five-step model to recognize revenue from customer contracts. The five-step model requires us to (i) identify the
contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including
variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction
price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy the performance
obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant
changes in the way we record our revenue. Upon adoption, we evaluated our revenue recognition policy for all revenue streams within
the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were
no differences in the pattern of revenue recognition.
Sale and installation of power generation systems
Sales of power generation
system in conjunction of system installation are generally recognized based on our efforts or inputs to the satisfaction of a performance
obligation using an input measure method, which essentially the same as the percentage of completion method prior to August 1,
2018 for its installation project. Therefore, take into account the costs, estimated earnings and revenue to date on contracts
not yet completed. Revenue recognized is that percentage of the total contract price that costs expended to date bear to anticipated
final total costs, based on current estimates of costs to complete. Contract costs include all direct material and labor costs
and those indirect costs related to contract performance, such as indirect labor and supplies. Adjustments to the original estimates
of the total contract revenue, total contract costs, or the extent of progress toward completion are often required as work progresses.
Such changes and refinements in estimation are reflected in reported results of operations as they occur; if material, the effects
of changes in estimates are disclosed in the notes to the consolidated financial statements.
The key assumptions
used in the estimate of costs to complete relate to the unit material cost, the quantity of materials to be used, the installation
cost and those indirect costs related to contract performance. The estimate of unit material cost is reviewed and updated on a
quarterly basis, based on the updated information available in the supply markets. The estimate of material quantity to be used
for completion and the installation cost is also reviewed and updated on a quarterly basis, based on the updated information on
the progress of project execution. If the supply market conditions or the progress of project execution were different, it is likely
that materially different amounts of contract costs would be used in the percentage of completion method of accounting. Thus the
uncertainty associated with those estimates may impact our consolidated financial statements. Selling, general, and administrative
costs are charged to expense as incurred. At the time a loss on a contract becomes known, the entire amount of the estimated ultimate
loss is recognized in the consolidated financial statements. Claims for additional contract costs are recognized upon a signed
change order from the customer.
The installation revenues
and sales of equipment and system component are combined and considered as one performance obligation. The promises to transfer
the equipment and system component and installation are not separately identifiable, which is evidencing by the fact that we provide
a significant services of integrating the goods and services into a power generation system for which the customer has contracted.
We currently do not have any modification of contract and the contract currently does not have any variable consideration.
Sales of products
We continue to derive
our revenues from sales contracts with its customers with revenues being recognized upon delivery of products. Persuasive evidence
of an arrangement is demonstrated via sales contract and invoice; and the sales price to the customer is fixed upon acceptance
of the sales contract and there is no separate sales rebate, discount, or other incentive. Such revenues are recognized at
a point in time after all performance obligations are satisfied and based on when control of goods transfer to a customer, which
is generally similar to when its delivery has occurred prior to August 1, 2018.
Gross versus Net Revenue Reporting
In the normal course
of the Company’s trading business, the Company orders products directly from its suppliers and drop ships the products directly
to its customers. In these situations, the Company generally collects the sales proceeds directly from its customers and pays for
the inventory purchases to its suppliers separately. The determination of whether revenues should be reported on a gross or net
basis is based on the Company’s assessment of whether it is the principal or an agent in the transaction. In determining
whether the Company is the principal or an agent, the Company follows the accounting guidance for principal-agent considerations.
Because the Company is not the primary obligor and is not responsible for (i) fulfilling the resale products delivery, (ii) establishing
the selling prices for delivery of the resale products, (iii) performing all billing and collection activities including retaining
credit risk and (iv) baring the back-end risk of inventory loss with respect to any product return from its customer, the Company
has concluded that it is the agent in these arrangements, and therefore report revenues and cost of revenues on a net basis.
Warranty
We generally provide
limited warranties for work performed under our contracts. At the time a sale is recognized, we record estimated future warranty
costs under ASC 460. Such estimated costs for warranties are estimated at completion and these warrants are not service warranties
separately sold by us. Generally, the estimated claim rates of warranty are based on actual warranty experience or our best estimate.
Recent Accounting Pronouncements
See Note 2 of our notes
to consolidated financial statements for a discussion of recently issued accounting standards.
ITEM 8. Financial Statements
Index
to Consolidated Financial Statements
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders of XT Energy Group, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of XT Energy Group, Inc. and Subsidiaries (the “Company”)
as of July 31, 2019 and 2018, and the related consolidated statements of operations and comprehensive loss, change in stockholders’
equity, and cash flows for each of the years in the two-year period ended July 31, 2019, and the related notes (collectively referred
to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of July 31, 2019 and 2018, and the results of its operations and its cash flows for each
of the years in the two-year period ended July 31, 2019, in conformity with accounting principles generally accepted in the United
States of America.
We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),
the Company’s internal control over financial reporting as of July 31, 2019, based on criteria established in Internal
Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO),
and our report dated October 15, 2019, expressed an adverse opinion.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material
to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or
disclosures to which they relate.
Evaluation
of the acquisition-date fair value of production licenses
Description
of Critical Audit Matter
As
described in Note 3 to the consolidated financial statements, the Company completed its acquisition of 90% of the equity interests
in each of Hubei Rongentang Wine Co. and Hubei Rongentang Herbal Wine Co., each a limited liability company incorporated in the
PRC, pursuant to an equity investment agreement dated December 14, 2018. As a result of the transaction, the Company acquired
the production licenses which allow the Company to produce medicinal liquor products.
The
Company accounted for the acquisition under the acquisition method of accounting for business combinations. Accordingly, the purchase
price was allocated to the assets acquired and liabilities assumed based on their respective fair values. Asset acquired included
intangible assets representing production licenses with a total fair value of approximately $2.4 million. Management estimated
the fair value of the production licenses using a discounted cash flow method. The fair value determination of these intangibles
assets required management to make significant estimates and assumptions related to forecasted revenue, earnings, and the selection
of the discount rates. Given that the fair value determination of these intangible assets required management to make significant
estimates and assumptions related to revenue and earnings forecasts, and the selections of the discount rates, performing audit
procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgement and an
increased extent of effort.
How
We Addressed the Matter in Our Audit
Our
audit procedures related to the revenue and earnings forecasts and the selections of the discount rates to estimate the fair value
for the production licenses included the following, among others:
|
●
|
We
obtained an understanding, evaluated the design, and tested the operating effectiveness
of controls over the valuation of the production licenses, including management’s
controls over revenue and earnings forecasts and selection of the discount rates.
|
|
●
|
We
evaluated the reasonableness of management’s forecasted revenue growth rates from
existing customers by comparing the growth assumptions to those of the Company’s
peers and industry report. In connection with our assessment of the revenue and earnings
forecasts used in the valuation, we compared to the historical actual results. We also
evaluated whether the revenue and earnings forecasts were consistent with evidence obtained
in other areas of the audit.
|
|
●
|
With
the assistance of our valuation specialists, we evaluated the reasonableness of the valuation
methodology and discount rates by testing the source information underlying the determination
of the discount rates and the mathematical accuracy of the calculation, and developing
a range of independent estimates and comparing those to the discount rates selected by
management.
|
Evaluation
of the Company’s goodwill impairment assessment
Description
of Critical Audit Matter
As
described in Note 11 to the consolidated financial statements, the goodwill balance as of July 31, 2019 and 2018 was $5.8 million
and $4.1 million, respectively, and goodwill is qualitatively or quantitatively tested for impairment at least annually, or more
frequently when necessary. If the fair value of the goodwill is less than its carrying amount, an impairment loss is recognized.
Auditing
management’s annual goodwill impairment tests was complex as considerable management judgment was necessary to estimate
fair values of the reporting units. Significant assumptions used in management’s evaluations included projections of revenue
growth rates and profitability, estimated working capital needs and the discount rates. The aforementioned assumptions are affected
by expectations about future market or economic conditions that materially impact the fair value of the reporting units.
How
We Addressed the Matter in Our Audit
Our
audit procedures related to the evaluating the management’s goodwill impairment tests included the following, among others:
|
●
|
We
obtained an understanding, evaluated the design, and tested the operating effectiveness
of controls over the management’s goodwill impairment evaluation process.
|
|
●
|
We
assessed the historical accuracy of management’s significant assumptions, such
as projections of revenue growth rates and profitability, and estimated working capital
needs, by comparing management’s past projections to actual performance.
|
|
●
|
We
evaluated the reasonableness of management’s significant assumptions, such as future
projections of revenue growth rates and profitability, and estimated working capital
needs by testing the underlying data used by the management in its analyses to compare
to historical and other industry data, as well as validating certain assertions with
data internal to the management and from other sources. We compared the significant assumptions
used by management to current industry and economic trends while also considering changes
to the Company’s business model, customer base and product mix.
|
|
●
|
With
the assistance of our valuation specialists, we evaluated the reasonableness of the valuation
methodology and discount rates by testing the source information underlying the determination
of the discount rates and the mathematical accuracy of the calculation, and developing
a range of independent estimates and comparing those to the discount rates selected by
management.
|
/s/
Friedman LLP
|
|
|
|
We
have served as the Company’s auditor since 2018.
|
|
|
|
New
York, New York
|
|
|
|
October
15, 2019
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders
XT Energy Group, Inc. (formerly known as Xiangtian (USA) Air Power Co., Ltd.)
We have audited the accompanying consolidated
statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows of XT Energy Group, Inc.
(formerly known as Xiangtian (USA) Air Power Co., Ltd.) and subsidiaries (the “Company”) for the year ended July 31,
2017. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of
XT Energy Group, Inc. (formerly known as Xiangtian (USA) Air Power Co., Ltd.) and subsidiaries for the year ended July 31, 2017,
in conformity with accounting principles generally accepted in the United States of America.
/s/
Weinberg & Company, P.A.
|
|
Los
Angeles, California
|
|
October
31, 2017
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
To
the Board of Directors and
Stockholders of XT Energy Group, Inc.
Adverse
Opinion on Internal Control over Financial Reporting
We
have audited XT Energy Group, Inc. and Subsidiaries (the “Company”) internal control over financial reporting as of
July 31, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the material weaknesses
described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal
control over financial reporting as of July 31, 2019, based on criteria established in Internal Control—Integrated Framework
(2013) issued by COSO.
We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),
the consolidated balance sheets of the Company as of July 31, 2019 and 2018, the related consolidated statements of operations
and comprehensive loss, stockholders’ equity, and cash flow for each of the years in the two-year period ended July 31,
2019, and the related notes (collectively referred to as the “financial statements”) and our report dated October
15, 2019 expressed an unqualified opinion thereon.
A
material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements
will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s
assessment:
|
1.
|
Ineffective
Control Environment. The Company did not maintain an effective control environment,
which is the foundation necessary for effective internal control over financial reporting.
Specifically, the Company (i) had insufficient number of knowledgeable personnel qualified
to perform risk assessment, control design, execution and monitoring activities (ii)
had insufficient number of personnel with an appropriate level of U.S. GAAP knowledge
and experience and ongoing training in the application of U.S. GAAP and SEC reporting
and disclosure requirements commensurate with the Company's financial reporting requirements;
(iii) did not formally implement some policies and controls to enable management and
other personnel to understand and carry out their internal control responsibilities,
including forecast budget-to-actual analysis and lack of evidence supporting performance
of certain management review controls.
|
|
2.
|
Ineffective
controls over Information Technology Entity Level Control and General Control. The
Company did not maintain effective internal control over its information technology control
environment. Specifically, the Company (i) did not establish an effective risk assessment
and monitoring mechanism; (ii) did not establish appropriate backup and restoration plan;
(iii) did not establish and perform periodic review and security monitoring of unauthorized
access to the financial system; (iv) did not establish and perform appropriate reconciliation
to ensure accuracy and completeness of data conversion. (v) did not maintain proper segregation
of duties for its operating, application and data base system.
|
These
material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2019
financial statements, and this report does not affect our report dated October 15, 2019, on those financial statements.
Basis
for Opinion
The
Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We
are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition
and Limitations of Internal Control over Financial Reporting
A
company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control 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 the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation 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.
/s/
Friedman LLP
|
|
|
|
New
York, New York
|
|
|
|
October
15, 2019
|
|
XT Energy Group, Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air
Power Co., Ltd.)
Consolidated Balance Sheets
(Stated in U.S. Dollars)
|
|
July
31,
2019
|
|
|
July
31,
2018
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Cash
|
|
$
|
3,459,783
|
|
|
$
|
14,245,783
|
|
Restricted cash
|
|
|
76,698
|
|
|
|
-
|
|
Short-term investment
|
|
|
435,787
|
|
|
|
-
|
|
Notes receivable
|
|
|
2,064,405
|
|
|
|
1,303,443
|
|
Accounts receivable, net
|
|
|
3,928,854
|
|
|
|
5,142,780
|
|
Inventories, net
|
|
|
6,839,579
|
|
|
|
5,141,533
|
|
Advances to suppliers, net
|
|
|
4,723,258
|
|
|
|
1,101,472
|
|
Contract assets
|
|
|
-
|
|
|
|
2,883,408
|
|
Prepaid expenses
|
|
|
1,551,203
|
|
|
|
1,364,501
|
|
Other receivables
|
|
|
509,426
|
|
|
|
77,228
|
|
Other receivables - related parties
|
|
|
6,537
|
|
|
|
-
|
|
Loan receivables
|
|
|
-
|
|
|
|
1,759,428
|
|
Deposit for investment, net
|
|
|
-
|
|
|
|
439,857
|
|
Current assets of discontinued operations
|
|
|
4,441,772
|
|
|
|
-
|
|
Total current assets
|
|
|
28,037,302
|
|
|
|
33,459,433
|
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
15,061,856
|
|
|
|
11,966,233
|
|
Intangible assets, net
|
|
|
7,789,979
|
|
|
|
9,260,643
|
|
Prepaid expenses - non-current
|
|
|
192,327
|
|
|
|
208,498
|
|
Goodwill
|
|
|
3,758,145
|
|
|
|
4,133,143
|
|
Other assets of discontinued operations
|
|
|
9,537,179
|
|
|
|
-
|
|
Total other assets
|
|
|
36,339,486
|
|
|
|
25,568,517
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
64,376,788
|
|
|
$
|
59,027,950
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Short-term loan - bank
|
|
$
|
-
|
|
|
$
|
733,095
|
|
Current maturities of long-term loan
|
|
|
-
|
|
|
|
3,069,113
|
|
Short-term loan - third party
|
|
|
-
|
|
|
|
175,943
|
|
Short-term loans - related parties
|
|
|
-
|
|
|
|
20,145,446
|
|
Accounts payable
|
|
|
3,164,927
|
|
|
|
5,349,445
|
|
Accounts payable - related party
|
|
|
9,554
|
|
|
|
-
|
|
Advance from customers
|
|
|
15,599,402
|
|
|
|
8,326,929
|
|
Other payables and accrued liabilities
|
|
|
2,117,660
|
|
|
|
2,424,228
|
|
Other payables - related parties and director
|
|
|
6,375,385
|
|
|
|
4,230,118
|
|
Income taxes payable
|
|
|
858,662
|
|
|
|
898,424
|
|
Current maturities of investment payable
|
|
|
136,314
|
|
|
|
2,505,871
|
|
Current maturities of investment payable - related parties
|
|
|
204,648
|
|
|
|
507,143
|
|
Current liabilities of discontinued operations
|
|
|
1,499,012
|
|
|
|
-
|
|
Total current liabilities
|
|
|
29,965,564
|
|
|
|
48,365,755
|
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
|
|
|
|
|
|
Investment payable
|
|
|
-
|
|
|
|
6,700,774
|
|
Investment payable - related parties
|
|
|
279,764
|
|
|
|
504,359
|
|
Total other liabilities
|
|
|
279,764
|
|
|
|
7,205,133
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
30,245,328
|
|
|
|
55,570,888
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Preferred stock: $0.001 par value, 100,000,000 shares authorized, none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock: $0.001 par value, 1,000,000,000 shares authorized, 531,042,000 and 591,042,000 shares issued and outstanding as of July 31, 2019 and 2018
|
|
|
531,042
|
|
|
|
591,042
|
|
Additional paid-in capital
|
|
|
40,680,195
|
|
|
|
9,860,068
|
|
Subscription receivable
|
|
|
(250,000
|
)
|
|
|
(310,000
|
)
|
Statutory reserves
|
|
|
572,642
|
|
|
|
108,487
|
|
Accumulated deficit
|
|
|
(8,292,847
|
)
|
|
|
(6,743,399
|
)
|
Accumulated other comprehensive loss
|
|
|
(1,425,617
|
)
|
|
|
(932,061
|
)
|
Total XT Energy Group, Inc. common stockholders’ equity
|
|
|
31,815,415
|
|
|
|
2,574,137
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests
|
|
|
2,316,045
|
|
|
|
882,925
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
34,131,460
|
|
|
|
3,457,062
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
64,376,788
|
|
|
$
|
59,027,950
|
|
The accompanying notes are an integral part
of these consolidated financial statements.
XT Energy Group, Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air
Power Co., Ltd.)
Consolidated Statements of Operations
and Comprehensive Loss
(Stated in U.S. Dollars)
|
|
For the Years Ended July 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
Significant customer, former related party
|
|
$
|
1,679,679
|
|
|
$
|
1,155,524
|
|
|
$
|
6,798,985
|
|
Other customers
|
|
|
51,442,378
|
|
|
|
13,956,373
|
|
|
|
2,551,798
|
|
Other related parties
|
|
|
4,856
|
|
|
|
157,891
|
|
|
|
170,588
|
|
Total revenue
|
|
|
53,126,913
|
|
|
|
15,269,788
|
|
|
|
9,521,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
40,216,790
|
|
|
|
12,631,464
|
|
|
|
8,543,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
12,910,123
|
|
|
|
2,638,324
|
|
|
|
978,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
|
1,671,658
|
|
|
|
301,648
|
|
|
|
33,436
|
|
General and administrative expenses
|
|
|
7,607,643
|
|
|
|
3,301,433
|
|
|
|
2,560,480
|
|
Research and development expenses
|
|
|
323,216
|
|
|
|
3,677
|
|
|
|
-
|
|
(Recovery) provision for doubtful accounts
|
|
|
422,684
|
|
|
|
(119,003
|
)
|
|
|
1,395,152
|
|
Impairment of advances to suppliers
|
|
|
-
|
|
|
|
-
|
|
|
|
1,404,565
|
|
Impairment loss of intangible assets and goodwill
|
|
|
983,603
|
|
|
|
-
|
|
|
|
-
|
|
Impairment loss of deposit for investment
|
|
|
320,457
|
|
|
|
-
|
|
|
|
-
|
|
Change in estimated contingent liabilities
|
|
|
243,658
|
|
|
|
-
|
|
|
|
-
|
|
Total operating expenses
|
|
|
11,572,919
|
|
|
|
3,487,755
|
|
|
|
5,393,633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
1,337,204
|
|
|
|
(849,431
|
)
|
|
|
(4,415,469
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (expense) income, net
|
|
|
(244,578
|
)
|
|
|
22,114
|
|
|
|
8,222
|
|
Interest income
|
|
|
36,912
|
|
|
|
7,837
|
|
|
|
1,329
|
|
Interest expense
|
|
|
(955,433
|
)
|
|
|
(299,795
|
)
|
|
|
-
|
|
Total other (expenses) income, net
|
|
|
(1,163,099
|
)
|
|
|
(269,844
|
)
|
|
|
9,551
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
174,105
|
|
|
|
(1,119,275
|
)
|
|
|
(4,405,918
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
(1,964,238
|
)
|
|
|
(180,147
|
)
|
|
|
(158,241
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(1,790,133
|
)
|
|
|
(1,299,422
|
)
|
|
|
(4,564,159
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from discontinued operations, net of applicable income taxes
|
|
|
1,051,152
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(738,981
|
)
|
|
|
(1,299,422
|
)
|
|
|
(4,564,159
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to noncontrolling interest from continuing operations
|
|
|
241,197
|
|
|
|
66,883
|
|
|
|
-
|
|
Less: Net income attributable to noncontrolling interest from discontinued operations
|
|
|
105,115
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to XT Energy Group, Inc.
|
|
$
|
(1,085,293
|
)
|
|
$
|
(1,366,305
|
)
|
|
$
|
(4,564,159
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(738,981
|
)
|
|
$
|
(1,299,422
|
)
|
|
$
|
(4,564,159
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(492,428
|
)
|
|
|
(114,539
|
)
|
|
|
(180,921
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
(1,231,409
|
)
|
|
|
(1,413,961
|
)
|
|
|
(4,745,080
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Comprehensive income attributable to non-controlling interest
|
|
|
347,440
|
|
|
|
24,036
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to XT Energy Group, Inc.
|
|
$
|
(1,578,849
|
)
|
|
$
|
(1,437,997
|
)
|
|
$
|
(4,745,080
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share - basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
Discontinued operations
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic and diluted
|
|
|
574,723,319
|
|
|
|
591,042,000
|
|
|
|
591,042,000
|
|
The accompanying notes are an integral part
of these consolidated financial statements.
XT Energy Group, Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air
Power Co., Ltd.)
Consolidated Statements of Changes in
Stockholders’ Equity
(Stated in U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Accumulated
deficit
|
|
|
other
|
|
|
|
|
|
|
|
|
|
Preferred
stock
|
|
|
Common
stock
|
|
|
paid-in
|
|
|
Subscription
|
|
|
Statutory
|
|
|
|
|
|
comprehensive
|
|
|
Noncontrolling
|
|
|
|
|
|
|
Shares
|
|
|
Par Value
|
|
|
Shares
|
|
|
Par value
|
|
|
capital
|
|
|
receivable
|
|
|
reserves
|
|
|
Unrestricted
|
|
|
loss
|
|
|
interests
|
|
|
Total
|
|
BALANCE, July 31, 2016
|
|
|
-
|
|
|
$
|
-
|
|
|
|
591,042,000
|
|
|
$
|
591,042
|
|
|
$
|
9,713,675
|
|
|
$
|
(310,000
|
)
|
|
$
|
-
|
|
|
$
|
(812,935
|
)
|
|
$
|
(679,448
|
)
|
|
$
|
-
|
|
|
$
|
8,502,334
|
|
Rent contributed by shareholders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
Cancellation of lease obligation to shareholders recorded as capital contribution
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
242,880
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
242,880
|
|
Foreign currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(180,921
|
)
|
|
|
-
|
|
|
|
(180,921
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,564,159
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,564,159
|
)
|
BALANCE, July 31, 2017
|
|
|
-
|
|
|
|
-
|
|
|
|
591,042,000
|
|
|
|
591,042
|
|
|
|
9,962,555
|
|
|
|
(310,000
|
)
|
|
|
-
|
|
|
|
(5,377,094
|
)
|
|
|
(860,369
|
)
|
|
|
-
|
|
|
|
4,006,134
|
|
Rent contributed by shareholders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
Contribution from noncontrolling interest
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
858,889
|
|
|
|
858,889
|
|
Allocation of acquired statutory reserves
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(108,487
|
)
|
|
|
-
|
|
|
|
108,487
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Foreign currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(71,692
|
)
|
|
|
(42,847
|
)
|
|
|
(114,539
|
)
|
Net loss attributable to XT Energy Group, Inc.
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,366,305
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,366,305
|
)
|
Net income attributable to noncontrolling interest
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
66,883
|
|
|
|
66,883
|
|
BALANCE, July 31, 2018
|
|
|
-
|
|
|
|
-
|
|
|
|
591,042,000
|
|
|
|
591,042
|
|
|
|
9,860,068
|
|
|
|
(310,000
|
)
|
|
|
108,487
|
|
|
|
(6,743,399
|
)
|
|
|
(932,061
|
)
|
|
|
882,925
|
|
|
|
3,457,062
|
|
Contribution by shareholder
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30,820,127
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30,820,127
|
|
Statutory reserves
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
464,155
|
|
|
|
(464,155
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Cancellation of issued shares
|
|
|
-
|
|
|
|
-
|
|
|
|
(60,000,000
|
)
|
|
|
(60,000
|
)
|
|
|
-
|
|
|
|
60,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Foreign currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(493,556
|
)
|
|
|
1,128
|
|
|
|
(492,428
|
)
|
Net loss attributable to XT Energy Group, Inc.
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,085,293
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,085,293
|
)
|
Contribution by noncontrolling interest shareholder
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
223,487
|
|
|
|
223,487
|
|
Noncontrolling interest from acquisitions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
862,193
|
|
|
|
862,193
|
|
Net income attributable to noncontrolling interest
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
346,312
|
|
|
|
346,312
|
|
BALANCE, July 31, 2019
|
|
|
-
|
|
|
$
|
-
|
|
|
|
531,042,000
|
|
|
$
|
531,042
|
|
|
$
|
40,680,195
|
|
|
$
|
(250,000
|
)
|
|
$
|
572,642
|
|
|
$
|
(8,292,847
|
)
|
|
$
|
(1,425,617
|
)
|
|
$
|
2,316,045
|
|
|
$
|
34,131,460
|
|
The accompanying notes are an integral part
of these consolidated financial statements.
XT Energy Group, Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air
Power Co., Ltd.)
Consolidated Statements of Cash Flows
(Stated in U.S. Dollars)
|
|
For the Years Ended July 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(738,981
|
)
|
|
$
|
(1,299,422
|
)
|
|
$
|
(4,564,159
|
)
|
Net income from discontinued operations
|
|
|
1,051,152
|
|
|
|
-
|
|
|
|
-
|
|
Net loss from continuing operations
|
|
|
(1,790,133
|
)
|
|
|
(1,299,422
|
)
|
|
|
(4,564,159
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense
|
|
|
999,036
|
|
|
|
439,314
|
|
|
|
281,722
|
|
Amortization expense
|
|
|
752,826
|
|
|
|
88,534
|
|
|
|
-
|
|
Deferred tax expense
|
|
|
-
|
|
|
|
9,469
|
|
|
|
-
|
|
Provision for warranty reserve
|
|
|
-
|
|
|
|
-
|
|
|
|
65,833
|
|
(Recovery of) allowance for doubtful accounts
|
|
|
422,684
|
|
|
|
(119,003
|
)
|
|
|
1,395,152
|
|
Impairment of advances to supplies
|
|
|
-
|
|
|
|
-
|
|
|
|
1,404,565
|
|
Impairment of inventories
|
|
|
263,720
|
|
|
|
-
|
|
|
|
337,000
|
|
Impairment of intangible assets and goodwill
|
|
|
983,603
|
|
|
|
-
|
|
|
|
-
|
|
Impairment of deposit for investment
|
|
|
320,457
|
|
|
|
-
|
|
|
|
-
|
|
Gain from sales of equipment
|
|
|
(28,794
|
)
|
|
|
(30,923
|
)
|
|
|
-
|
|
Amortization of debt discount
|
|
|
493,102
|
|
|
|
43,328
|
|
|
|
-
|
|
Rent contributed by shareholders
|
|
|
-
|
|
|
|
6,000
|
|
|
|
6,000
|
|
Change in estimated contingent liabilities
|
|
|
243,658
|
|
|
|
-
|
|
|
|
-
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes receivable
|
|
|
(778,690
|
)
|
|
|
(1,367,420
|
)
|
|
|
-
|
|
Accounts receivable
|
|
|
752,206
|
|
|
|
(1,484,806
|
)
|
|
|
292,492
|
|
Inventories
|
|
|
(2,022,141
|
)
|
|
|
(4,360,895
|
)
|
|
|
1,188,831
|
|
Advances to suppliers
|
|
|
(3,658,604
|
)
|
|
|
198,312
|
|
|
|
2,020,867
|
|
Contract assets
|
|
|
2,877,670
|
|
|
|
(8,114
|
)
|
|
|
(2,206,250
|
)
|
Prepaid expenses
|
|
|
(186,442
|
)
|
|
|
(1,648,103
|
)
|
|
|
-
|
|
Other receivables
|
|
|
(515,237
|
)
|
|
|
(59,506
|
)
|
|
|
302,927
|
|
Other current assets
|
|
|
-
|
|
|
|
-
|
|
|
|
129,463
|
|
Accounts payable
|
|
|
(2,150,670
|
)
|
|
|
372,445
|
|
|
|
164,176
|
|
Accounts payable - related party
|
|
|
9,624
|
|
|
|
-
|
|
|
|
-
|
|
Advance from customers
|
|
|
7,403,404
|
|
|
|
8,243,425
|
|
|
|
(148,934
|
)
|
Other payables and taxes payable
|
|
|
(566,724
|
)
|
|
|
587,463
|
|
|
|
274,561
|
|
Net cash provided by (used in) operating activities from continuing operations
|
|
|
3,824,555
|
|
|
|
(389,902
|
)
|
|
|
944,246
|
|
Net cash provided by operating activities from discontinued operations
|
|
|
1,474,719
|
|
|
|
-
|
|
|
|
-
|
|
Net cash used in operating activities
|
|
|
5,299,274
|
|
|
|
(389,902
|
)
|
|
|
944,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash acquired through business combination
|
|
|
-
|
|
|
|
36,806
|
|
|
|
-
|
|
Payment to former shareholders on businesses acquired
|
|
|
(10,065,638
|
)
|
|
|
(6,780,190
|
)
|
|
|
-
|
|
Purchases of property, plant and equipment
|
|
|
(4,144,467
|
)
|
|
|
(582,463
|
)
|
|
|
(1,989,195
|
)
|
Proceeds from sales of equipment
|
|
|
65,847
|
|
|
|
923,436
|
|
|
|
-
|
|
Purchase of short-term investment
|
|
|
(438,982
|
)
|
|
|
-
|
|
|
|
-
|
|
Refund of (deposit for) long-term investment
|
|
|
118,525
|
|
|
|
(461,447
|
)
|
|
|
-
|
|
Purchase of intangible assets
|
|
|
(2,081
|
)
|
|
|
(5,537
|
)
|
|
|
-
|
|
Other assets
|
|
|
-
|
|
|
|
-
|
|
|
|
176,055
|
|
Collection of loan receivable
|
|
|
1,755,926
|
|
|
|
-
|
|
|
|
-
|
|
Loan to third party
|
|
|
-
|
|
|
|
(309,170
|
)
|
|
|
-
|
|
Net cash used in investing activities from continuing operations
|
|
|
(12,710,870
|
)
|
|
|
(7,178,565
|
)
|
|
|
(1,813,140
|
)
|
Net cash used in investing activities from discontinued operations
|
|
|
(9,737,061
|
)
|
|
|
-
|
|
|
|
-
|
|
Net cash used in investing activities
|
|
|
(22,447,931
|
)
|
|
|
(7,178,565
|
)
|
|
|
(1,813,140
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Repayments to) borrowings from related parties
|
|
|
2,107,638
|
|
|
|
1,381,757
|
|
|
|
947,729
|
|
Capital contribution from stockholders
|
|
|
30,820,127
|
|
|
|
-
|
|
|
|
-
|
|
Contribution by noncontrolling interest shareholder
|
|
|
223,487
|
|
|
|
-
|
|
|
|
-
|
|
Payments of short-term loan - bank
|
|
|
(3,794,642
|
)
|
|
|
(1,384,340
|
)
|
|
|
-
|
|
(Payments of) Proceeds from third party loan
|
|
|
(175,593
|
)
|
|
|
184,579
|
|
|
|
-
|
|
Proceeds from related party loans
|
|
|
15,218,028
|
|
|
|
21,134,257
|
|
|
|
-
|
|
Payments of related party loans
|
|
|
(35,323,383
|
)
|
|
|
-
|
|
|
|
-
|
|
Proceeds from note payable
|
|
|
77,261
|
|
|
|
-
|
|
|
|
-
|
|
Payments of note payable
|
|
|
(77,261
|
)
|
|
|
-
|
|
|
|
-
|
|
Net cash provided by financing activities from continuing operations
|
|
|
9,075,662
|
|
|
|
21,316,253
|
|
|
|
947,729
|
|
Net cash used in financing activities from discontinued operations
|
|
|
(442,946
|
)
|
|
|
-
|
|
|
|
-
|
|
Net cash provided by financing activities
|
|
|
8,632,716
|
|
|
|
21,316,253
|
|
|
|
947,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate change on cash and restricted cash
|
|
|
(263,462
|
)
|
|
|
(658,972
|
)
|
|
|
(148,086
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and restricted cash
|
|
|
(8,779,403
|
)
|
|
|
13,088,814
|
|
|
|
(69,251
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and restricted cash - beginning of year
|
|
|
14,245,783
|
|
|
|
1,156,969
|
|
|
|
1,226,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and restricted cash - end of year
|
|
|
5,466,380
|
|
|
|
14,245,783
|
|
|
|
1,156,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Cash and restricted cash from discontinued operations
|
|
|
(1,929,899
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and restricted cash from continuing operations, end of year
|
|
$
|
3,536,481
|
|
|
$
|
14,245,783
|
|
|
$
|
1,156,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
164,250
|
|
|
$
|
27,016
|
|
|
$
|
-
|
|
Income tax paid
|
|
$
|
1,988,722
|
|
|
$
|
20,446
|
|
|
$
|
46,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental non-cash investing and financing information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of lease obligation recorded as capital contribution
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
242,880
|
|
Rent contributed by shareholders
|
|
$
|
-
|
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
Businesses acquired through investment payable
|
|
$
|
-
|
|
|
$
|
11,619,514
|
|
|
$
|
-
|
|
Contingent liability obligated from business combinations
|
|
$
|
-
|
|
|
$
|
347,777
|
|
|
$
|
-
|
|
Loan to third party offset with investment payable
|
|
$
|
-
|
|
|
$
|
943,150
|
|
|
$
|
-
|
|
Receipt of intangible assets from noncontrolling interest capital contribution
|
|
$
|
-
|
|
|
$
|
858,887
|
|
|
$
|
-
|
|
Receipt of property, plant and equipment from deposit made in prior year
|
|
$
|
-
|
|
|
$
|
2,151,703
|
|
|
$
|
-
|
|
Purchase of property, plant and equipment paid by a third party
|
|
$
|
380,024
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Other receivables outstanding from sales of equipment
|
|
$
|
300,874
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Noncontrolling interest from acquisitions
|
|
$
|
862,193
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The following table provides a reconciliation of cash and restricted
cash reported within the statements of financial position that sum to the total of the same amounts shown in the statements of
cash flows:
|
|
July 31,
|
|
|
July 31,
|
|
|
July 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Cash
|
|
$
|
3,459,783
|
|
|
$
|
14,245,783
|
|
|
|
1,156,969
|
|
Restricted cash
|
|
|
76,698
|
|
|
|
-
|
|
|
|
-
|
|
Total cash and restricted cash shown in the consolidated statements of cash flows from continuing operations
|
|
$
|
3,536,481
|
|
|
$
|
14,245,783
|
|
|
|
1,156,969
|
|
The accompanying notes are an integral part
of these consolidated financial statements.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Note 1 – Nature of business and organization
XT Energy Group, Inc., formerly known as
Xiangtian (USA) Air Power Co. Ltd. (the “Company” or “XT Energy”) was incorporated in the State of Delaware
on September 2, 2008 as Goa Sweet Tours Ltd. On April 17, 2012, the Company entered into certain share purchase agreements, by
and among Luck Sky International Investment Holdings Limited (“Luck Sky”), an entity owned and controlled by Zhou Deng
Rong, the former Chief Executive Officer and director of the Company, and certain of the Company’s former stockholders who
owned, in the aggregate, 7,200,000 shares of the Company’s common stock (90% of the then outstanding shares). On May 15,
2012, Luck Sky purchased all 7,200,000 shares for an aggregate of $235,000. Effective May 29, 2012, the Company’s name was
changed to “Xiangtian (USA) Air Power Co., Ltd.”
On May 30, 2014, the Company purchased
100% of the issued and outstanding shares of Luck Sky (Hong Kong) Aerodynamic Electricity Limited (“Xiangtian HK”)
from its sole shareholder, Zhou Jian, who is also the Chairman of the Company. As a result of the acquisition, Xiangtian HK became
the Company’s wholly owned subsidiary and the wholly owned subsidiary of Xiangtian HK in the People’s Republic of China
(“China,” or the “PRC”), Luck Sky (Shenzhen) Aerodynamic Electricity Limited (“Xiangtian Shenzhen”)
became the Company’s indirect subsidiary through Xiangtian HK.
Effective October 31, 2016, the Company
was reincorporated in Nevada as a result of its merger with and into its wholly owned Nevada subsidiary.
The Company is engaged in a variety of
energy-related businesses through its subsidiaries and controlled entities in China. One of the businesses is in the field of Compressed
Air Energy Storage in China and the Company produces electricity generation systems that combine its compressed air storage technology
with photovoltaic (“PV”) panels to achieve a continuous supply of power under weather conditions that are unfavorable
to the generation of electricity from PV panels alone. The sales and installation of power generation systems and PV systems and
the sales of PV panels, air compression equipment and heat pump products have been carried out through the Company’s variable
interest entities (“VIEs”), formerly Sanhe Luck Sky Electrical Engineering Co., Ltd. (“Sanhe Xiangtian”)
and now Xianning Xiangtian Energy Holding Group Co. Ltd. (“Xianning Xiangtian”), formerly known as Xianning Sanhe Power
Equipment Manufacturing Co. Ltd.
In March 2018, Xianning Xiangtian formed
Xiangtian Zhongdian (Hubei) New Energy Co. Ltd. (“Xiangtian Zhongdian”), a joint venture in China, in which Xianning
Xiangtian holds a 70% ownership interest with the remaining 30% ownership held by Nanjing Zhongdian Photovoltaic Co. Ltd. Xiangtian
Zhongdian is in the business of manufacturing and sales of PV panels.
In April 2018, Xianning Xiangtian formed
a wholly owned subsidiary, Jingshan Sanhe Xiangtian New Energy Technology Co. Ltd. (“Jingshan Sanhe”), which is engaged
in the business of researching, manufacturing and sales of high-grade synthetic fuel products.
In June 2018, Xianning Xiangtian acquired
Hubei Jinli Hydraulic Co., Ltd. (“Hubei Jinli”), which is engaged in the business of manufacturing and sales of hydraulic
parts and electronic components, and acquired Tianjin Jiabaili Petroleum Products Co. Ltd. (“Tianjin Jiabaili”), which
is engaged in the business of manufacturing and sales of petroleum products (See Note 3 – Business combinations).
In August 2018, Xianning Xiangtian formed
a wholly owned subsidiary, Xianning Xiangtian Trade Co. Ltd. (“Xiangtian Trade”), which engaged in trading general
merchandise.
In September and October 2018, January
2019 and March 2019, Mr. Jian Zhou, the Company’s Chairman and principal shareholder as well as a shareholder of Xianning
Xiangtian, and Zhou Deng Rong, the Company’s former Chief Executive Officer and director, injected an aggregate of Renminbi
(“RMB”) 209,260,000 (approximately $30.8 million) as capital contribution to Xianning Xiangtian.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
On November 5, 2018, the Company changed
its name to XT Energy Group, Inc. through a merger with and into a newly formed, wholly-owned subsidiary, which subsidiary was
formed for purposes of the name change.
In December 2018, Xianning Xiangtian acquired
90% of the equity interest in each of Hubei Rongentang Wine Co., Ltd. (“Wine Co.”), which is engaged in the business
of manufacturing and sales of wine, and Hubei Rongentang Herbal Wine Co., Ltd. (“Herbal Wine Co.,” collectively with
“Wine Co.,” “Rongentang”), which is engaged in the business of manufacturing and sales of herbal wine products
(See Note 3 – Business combinations).
On May 24, 2019, the Company’s Board of
Directors (the “Board”), discussed a plan to pursue the potential sale of all its ownership interest in Herbal Wine Co.
and Wine Co. in order to shift its business focus on its energy related business. Therefore, the result of operations was presented
as discontinued operations as of and for the year ended July 31, 2019 consolidated financial statements. (See Note 4 – Discontinued
operations).
Reorganization
On September 30, 2018, Xiangtian Shenzhen
terminated its variable interest entity agreements (the “VIE Agreements”) as part of its restructuring to facilitate
the shift of business focus between entities controlled by the Company. After the restructuring, the Company’s headquarters
is located in the city of Xianning, Hubei Province, and Sanhe Xiangtian, the Company’s previous headquarters, located in
the city of Sanhe, Hebei Province, became the Company’s sales office. The VIE Agreements include the following:
|
●
|
Framework Agreement on Business Cooperation, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian;
|
|
●
|
Exclusive Management, Consulting and Training and Technical Service Agreement, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian;
|
|
●
|
Exclusive Option Agreement, dated July 25, 2014, by and among Xiangtian Shenzhen, Sanhe Xiangtian and all the shareholders of Sanhe Xiangtian (“Shanhe Xiangtian Shareholders”);
|
|
●
|
Equity Pledge Agreement, dated July 25, 2014, by and among Xiangtian Shenzhen, Sanhe Xiangtian and the Shanhe Xiangtian Shareholders;
|
|
●
|
Know-How Sub-License Agreement, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian; and
|
|
●
|
Powers of Attorney of the Sanhe Xiangtian Shareholders dated July 25, 2014.
|
In connection with the termination of the
VIE Agreements, on September 30, 2018, Sanhe Xiangtian transferred its 100% equity interest of Xianning Xiangtian to the Sanhe
Xiangtian Shareholders and the Sanhe Xiangtian Shareholders transferred their 100% equity interest of Sanhe Xiangtian to Xianning
Xiangtian. As a result of the foregoing equity transfers, Sanhe Xiangtian became a wholly owned subsidiary of Xianning Xiangtian.
On the same day, the Company, through Xiangtian
Shenzhen and Xiangtian HK, entered into a new series of variable interest entity agreements (“New VIE Agreements”),
pursuant to which Xianning Xiangtian became the Company’s new contractually controlled affiliate. The New VIE Agreements
allow the Company to:
|
●
|
exercise effective control over Xianning Xiangtian;
|
|
●
|
receive substantially all of the economic benefits of Xianning Xiangtian; and
|
|
●
|
have an exclusive option to purchase all or part of the equity interests in Xianning Xiangtian when and to the extent permitted by the laws of the PRC.
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Framework Agreement on Business Cooperation
Pursuant to the Framework Agreement on
Business Cooperation between Xiangtian Shenzhen and Xianning Xiangtian, the parties agreed to enter into a series of agreements,
including Agreement of Exclusive Management, Consulting and Training and Technical Service, Know-How Sub-License Agreement, Equity
Pledge Agreement, Exclusive Option Agreement and Power of Attorney. Specifically, Xiangtian Shenzhen will dispatch an operative
team to Xianning Xiangtian to assist with Xianning Xiangtian with its planning and managing and regular business operations. The
parties agree to share the cooperation profits as set forth in the New VIE Agreements. The term of cooperation is 10 years and
may be unilaterally extended by Xiangtian Shenzhen.
Agreement of Exclusive Management,
Consulting and Training and Technical Service
Pursuant to the Agreement of Exclusive
Management, Consulting and Training and Technical Service between Xiangtian Shenzhen and Xianning Xiangtian, Xianning Xiangtian
engaged Xiangtian Shenzhen to provide consulting, training, management services and technical support exclusively for a term of
10 years, which may be unilaterally extended by Xiangtian Shenzhen. Xianning Xiangtian agrees to pay Xiangtian Shenzhen a service
fee equal to one hundred percent (100%) of Xianning Xiangtian’s net income determined pursuant to the generally accepted
accounting principles, payable quarterly.
Exclusive Option Agreement
Pursuant to the Exclusive Option Agreement
among Xiangtian Shenzhen, Xiangtian HK, Xianning Xiangtian and the shareholders holding an aggregate of 100% of Xianning Xiangtian’s
equity interest (“Xianning Xiangtian Shareholders”), the Xianning Xiangtian Shareholders irrevocably granted Xiangtian
Shenzhen and Xiangtian HK an exclusive option to purchase from them, at its discretion, to the extent permitted under the PRC law,
all or part of their equity interest in Xianning Xiangtian, and the purchase price will be the lowest price permitted by applicable
PRC laws. The timing, method and times of exercise of this option to purchase is within Xiangtian Shenzhen and Xiangtian HK’s
sole discretion. In addition, each of the Xianning Xiangtian Shareholders agrees to waive their respective preemptive right when
the other shareholder transfers the equity interest of Xianning Xiangtian to Xiangtian Shenzhen or its designated party. The Xianning
Xiangtian Shareholders further agree, among other things, without prior written consent of Xiangtian Shenzhen and Xiangtian HK,
not to transfer, sell or pledge their equity interest of Xianning Xiangtian. Without the prior written consent of Xiangtian Shenzhen
and Xiangtian HK, Xianning Xiangtian may not amend its articles of association, change the amount and structure of its registered
capital or sell any of its assets or beneficial interest.
Equity Pledge Agreement
Pursuant to the Equity Pledge Agreement
among Xiangtian Shenzhen, Xianning Xiangtian and the Xianning Xiangtian Shareholders, the Xianning Xiangtian Shareholders pledged
all of their respective equity interest in Xianning Xiangtian to Xiangtian Shenzhen to guarantee the performance of Xianning Xiangtian’s
obligations under the New VIE Agreements, other than the Equity Pledge Agreement. Xiangtian Shenzhen will be deemed to have created
the encumbrance of first order in priority on the pledged equity interest. In the event of any breach of the VIE Agreements, other
than this Equity Pledge Agreement, or failure to satisfy the guaranteed obligations, Xiangtian Shenzhen will have the right to
dispose of the pledged equity interest. The Xianning Xiangtian Shareholders may receive dividends or share profits only with prior
consent from Xiangtian Shenzhen, and such dividends and profits will be deposited into a bank account designated by and under supervision
of Xiangtian Shenzhen and to be used for repayment of any liability due to any breach of the VIE Agreements by Xianning Xiangtian
or the Xianning Xiangtian Shareholders. The agreement will remain effective until the termination of the VIE Agreements, other
than this Equity Pledge Agreement.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Know-How Sub-License Agreement
Pursuant to the Know-How Sub-License Agreement
between Xiangtian Shenzhen and Xianning Xiangtian, Xiangtian Shenzhen agreed to grant an exclusive and non-transferable sublicense
to use the patents, patent applications and all related trade secrets and technology and improvements on photovoltaic installation
and the air energy storage power generation technology (“Technology”) but without sublease right in the territory of
China, exclusive of the Hong Kong Special Administrative Region, the Macao Special Administrative Region and the Taiwan Region
for the purpose of the agreement. Xianning Xiangtian agreed to pay Xiangtian Shenzhen a quarterly royalty fee equal to five percent
(5%) of Xianning Xiangtian’s gross revenue of each quarter. The shareholders of Xianning Xiangtian pledged all of their equity
interest of Xianning Xiangtian as collateral for the royalty fee payable under this agreement. The agreement will remain effective
throughout the entire duration of Xianning Xiangtian operations, unless terminated by Xiangtian Shenzhen with a 30-day prior written
notice.
Power of Attorney
Pursuant to the Powers of Attorney executed
by the Xianning Xiangtian Shareholders, each of the shareholders irrevocably appointed Xiangtian Shenzhen as his attorney-in-fact
to exercise any and all rights as a shareholder of Xianning Xiangtian, including, but not limited to, the right to attend shareholders’
meetings, to execute shareholders’ resolutions, to sell, assign, transfer or pledge any or all of his equity interest of
Xianning Xiangtian, to vote as a shareholder for all matters, as well as full power to execute equity transfer agreement as referenced
in the Exclusive Option Agreement and to perform under the Exclusive Option Agreement and Equity Pledge Agreement without limitation.
Xiangtian Shenzhen is also authorized to transfer, allocate or use any cash dividends and non-cash income in accordance with the
respective shareholder’s instructions and to exercise all the necessary rights associated with the equity interest at Xiangtian
Shenzhen’s sole discretion and without the consent of the Xianning Xiangtian Shareholders. The Powers of Attorney will remain
effective as long as the Xianning Xiangtian Shareholders remain the shareholders of Xianning Xiangtian.
Spousal Consent Letters
Pursuant to the Spousal Consent Letters,
each of the spouses of the Xianning Xiangtian Shareholders unconditionally and irrevocably agreed to the execution of the Equity
Pledge Agreement, Exclusive Option Agreement and Power of Attorney entered by her spouse and the disposal of equity interest of
Xianning Xiangtian held by her spouse. Each of the spouses also agreed that she will not assert any rights over the equity interest
in Xianning Xiangtian held by and registered in the name of her respective spouse. The Xianning Xiangtian Shareholders’ actions
to perform, amend or termination the above-mentioned agreement do not need their spouses’ authorization or consent. In addition,
in the event that any of the spouses obtains any equity interest in Xianning Xiangtian held by her respective spouse for any reason,
such spouse agrees to enter into similar contractual arrangements.
All of the Company’s operations are
through its VIEs located in the PRC.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
The accompanying consolidated financial
statements reflect the activities of XT Energy and each of the following entities:
Name
|
|
Background
|
|
Ownership
|
Xiangtian HK
|
|
● A Hong Kong company
|
|
100% owned by XT Energy
|
|
|
|
|
|
Xiangtian BVI
|
|
● A British Virgin Islands company
|
|
100% owned by XT Energy
|
|
|
|
|
|
Xiangtian Shenzhen
|
|
● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”)
|
|
100% owned by Xiangtian HK
|
|
|
|
|
|
Sanhe Xiangtian
|
|
● A PRC limited liability company
● Incorporated on July 8, 2013
● Sales and installation
of power generation systems and PV systems and sales of PV Panels, air compression equipment and heat pump products
|
|
VIE of Xiangtian Shenzhen prior to September 30, 2018 and became subsidiary of Xianning Xiangtian on September 30, 2018 and thereafter
|
|
|
|
|
|
Xianning Xiangtian
|
|
● A PRC limited liability company
● Incorporated on May 30, 2016
● Manufacturing and sales
of air compression equipment and heat pump products
|
|
100% owned by Sanhe Xiangtian prior to September 30, 2018 and became VIE of Xiangtian Shenzhen on September 30, 2018 and thereafter
|
|
|
|
|
|
Xiangtian Zhongdian
|
|
● A PRC limited liability company
● Incorporated on March 7, 2018
● Manufacturing and sales of PV panels
|
|
70% owned by Xianning Xiangtian
|
|
|
|
|
|
Jingshan Sanhe
|
|
● A PRC limited liability company
● Incorporated on April 17, 2018
● Researching, manufacturing
and sales of high-grade synthetic fuel products
|
|
100% owned by Xianning Xiangtian
|
|
|
|
|
|
Hubei Jinli
|
|
● A PRC limited liability company
● Incorporated on December 27, 2004 and acquired on June
30, 2018
● Manufacturing and sales of hydraulic parts and electronic
components
|
|
100% owned by Xianning Xiangtian
|
|
|
|
|
|
Tianjin Jiabaili
|
|
● A PRC limited liability company
● Incorporated on April 10, 2007 and acquired on June
30, 2018
● Manufacturing and sales of petroleum products
|
|
100% owned by Xianning Xiangtian
|
|
|
|
|
|
Xiangtian Trade
|
|
● A PRC limited liability company
● Incorporated on August 9, 2018
● Expected to engage in
trading chemical raw materials to support fuel production
|
|
100% owned by Xianning Xiangtian
|
|
|
|
|
|
Wine Co.*
|
|
● A PRC limited liability company
● Incorporated on August 9, 2011 and acquired on December
14, 2018
● Manufacturing and sales of wine products
|
|
90% owned by Xianning Xiangtian
|
|
|
|
|
|
Herbal Wine Co.*
|
|
● A PRC limited liability company
● Incorporated on August 9, 2018 and acquired on December
14, 2018
● Manufacturing and sales of herbal wine products
|
|
90% owned by Xianning Xiangtian
|
*See Note 4 – Discontinued operations for details.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Note 2 – Summary of significant accounting policies
Liquidity
In assessing the Company’s liquidity,
the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity
needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Debt financing in the
form of loans payable and loans from related parties have been utilized to finance the working capital requirements of the Company
and acquisitions of businesses. As of July 31, 2019, the Company’s working deficit was approximately $1.9 million and the
Company had cash of approximately $3.5 million. Although the Company believes that it can realize its current assets in the normal
course of business, the Company’s ability to repay its current obligations will depend on the future realization of its current
assets and the future operating revenues generated from its operations.
The Company expects to realize the balance
of its current assets within the normal operating cycle of a twelve month period. If the Company is unable to realize its current
assets within the normal operating cycle of a twelve month period, the Company may have to consider supplementing its available
sources of funds through the following sources:
|
●
|
the Company will continuously seek equity financing (including an a proposed underwritten public offering pursuant to a registration statement on Form S-1 filed with the SEC on February 1, 2019) to support its working capital;
|
|
|
|
|
●
|
other available sources of financing from PRC banks and other financial institutions;
|
|
|
|
|
●
|
financial support and credit guarantee commitments from the Company’s related parties.
|
Based on the above considerations, the
Company’s management is of the opinion that it has sufficient funds to meet the Company’s working capital requirements
and current liabilities as they become due one year from the date of this report. However, there is no assurance that management
will be successful in their plans. There are a number of factors that could potentially arise that could undermine the Company’s
plans, such as changes in the demand for the Company’s products or installations, PRC government policy, economic conditions,
and competitive pricing in the industries that the Company operates in.
The Company’s management has considered
whether there is a going concern issue due to the Company’s recurring losses from operations. Based upon the continuing financial
support and credit guarantee commitments from the Company’s related parties to provide the necessary funds to the Company
to continue its operations should the need arise, the management of the Company believes that it has alleviated the going concern
issue.
Basis of presentation
The consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The Company’s consolidated financial statements are expressed in U.S. dollars.
Principles of consolidation
The consolidated financial statements include
the financial statements of the Company, its subsidiaries, the VIEs for which the Company or its subsidiary is the primary beneficiary
and the VIEs’ subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation.
Use of estimates and assumptions
The preparation of consolidated financial
statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements
and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the
Company’s consolidated financial statements include the estimated cost used to calculate the percentage of completion recognized
in the Company’s revenues, the useful lives of property, plant and equipment, impairment of long-lived assets, allowance
for accounts receivable doubtful accounts, allowance for inventory obsolescence reserve, allowance for advance to suppliers doubtful
accounts, allowance for deferred tax assets, fair value of the assets and the liabilities of the entities acquired through its
business combination, valuation of warranty reserves, contingent consideration liabilities, and the accrual of potential liabilities.
Actual results could differ from these estimates.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Variable interest entities
On September 30, 2018, Xiangtian Shenzhen
terminated the VIE Agreements as part of its restructuring to facilitate the shift of business focus between entities controlled
by the Company. After the restructuring, the Company’s headquarter is now located in the city of Xianning, Hubei Province,
and Sanhe Xiangtian, the Company’s previous headquarters, located in the city of Sanhe, Hebei Province, has become the Company’s
sales office. The VIE Agreements include the following:
|
●
|
Framework Agreement on Business Cooperation, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian;
|
|
●
|
Exclusive Management, Consulting and Training and Technical Service Agreement, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian;
|
|
●
|
Exclusive Option Agreement, dated July 25, 2014, by and among Xiangtian Shenzhen, Sanhe Xiangtian and Shanhe Xiangtian Shareholders;
|
|
●
|
Equity Pledge Agreement, dated July 25, 2014, by and among Xiangtian Shenzhen, Sanhe Xiangtian and the Shanhe Xiangtian Shareholders;
|
|
●
|
Know-How Sub-License Agreement, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian; and
|
|
●
|
Powers of Attorney of the Sanhe Xiangtian Shareholders dated July 25, 2014.
|
In connection with the termination of the
VIE Agreements, on September 30, 2018, Sanhe Xiangtian transferred its 100% equity interest of Xianning Xiangtian to the Sanhe
Xiangtian Shareholders and the Sanhe Xiangtian Shareholders transferred their 100% equity interest of Sanhe Xiangtian to Xianning
Xiangtian. As a result of the foregoing equity transfers, Sanhe Xiangtian became a wholly owned subsidiary of Xianning Xiangtian.
On the same day, the Company, through Xiangtian
Shenzhen and Xiangtian HK, entered into the New VIE Agreements, pursuant to which Xianning Xiangtian became the Company’s
new contractually controlled affiliate.
The principal terms of the agreements entered
into among Xianning Xiangtian and Xiangtian Shenzhen, the primary beneficiary, are described below:
|
●
|
Framework Agreement on Business Cooperation, entered between Xiangtian Shenzhen and Xianning Xiangtian, pursuant to which Xiangtian Shenzhen and Xianning Xiangtian have agreed to enter into a series of VIE agreements and to cooperate in all prospective of Xianning Xiangtian’s business operation and management.
|
|
●
|
Agreement of Exclusive Management, Consulting and Training and Technical Service, entered between Xiangtian Shenzhen and Xianning Xiangtian, pursuant to which Xiangtian Shenzhen has agreed to provide Xianning Xiangtian with complete business support and technical support and related management, training and consulting services. In consideration for such services, Xiangtian Shenzhen is entitled to receive an amount equal to 100% of Xianning Xiangtian’s net income.
|
|
●
|
Exclusive Option Agreement, entered among Xiangtian HK, Xiangtian Shenzhen, Fei Wang, Zhou Jian and Xianning Xiangtian, pursuant to which Fei Wang and Zhou Jian, the owners of Xianning Xiangtian, have granted to Xiangtian Shenzhen and Xiangtian HK the irrevocable right and option to acquire all of their equity interests in Xianning Xiangtian.
|
|
●
|
Equity Pledge Agreement, entered among Xiangtian Shenzhen, Fei Wang, Zhou Jian, and Xianning Xiangtian, pursuant to which Fei Wang and Zhou Jian, the owners of Xianning Xiangtian, have pledged all of their rights, titles and interests in Xianning Xiangtian to Xiangtian Shenzhen to guarantee Xianning Xiangtian’s performance of its obligations under all the other VIE Agreements.
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
|
●
|
Know-How Sub-License Agreement, entered between Xiangtian Shenzhen and Xianning Xiangtian, pursuant to which Xiangtian Shenzhen has granted Xianning Xiangtian an exclusive right to use and develop a series of aerodynamics related patents and technologies with respect to electrical generation for commercial and residential structures, not including automobile and wind towers. Xiangtian Shenzhen possesses the rights licensed under this agreement through two license agreements dated September 30, 2018 with Fei Wang, Zhou Jian and Lucksky Group, the owners of the aforesaid patents and technologies. For the sublicense contemplated under this agreement, Xianning Xiangtian will pay Xiangtian Shenzhen an annual royalty fee of five percent of revenue. For the year ended July 31, 2019, the annual royalty fee was waived by Xiangtian Shenzhen; and
|
|
●
|
Power of Attorney. Pursuant to a power of attorney, each of the Xianning Xiangtian stockholders agreed to irrevocably entrust Xiangtian Shenzhen with the stockholder voting rights and other stockholder rights for representing them to exercise such rights at the stockholders’ meeting of Xianning Xiangtian in accordance with applicable laws and its Article of Association, including, but not limited to, the right to sell or transfer all or any of their equity interest in Xianning Xiangtian, and appoint and vote for the directors and Chairman of Xianning Xiangtian as the authorized representative of the Xianning Xiangtian stockholders. The term of each proxy and voting agreement is as long as each of the Xianning Xiangtian stockholders is a shareholder of Xianning Xiangtian and is binding on any transferee.
|
|
●
|
Spousal Consent Letters. Pursuant to the Powers of Attorney executed by the Xianning Xiangtian Shareholders, each of the shareholders irrevocably appoints Xiangtian Shenzhen as his attorney-in-fact to exercise any and all rights as a shareholder of Xianning Xiangtian, including, but not limited to, the right to attend shareholders’ meetings, to execute shareholders’ resolutions, to sell, assign, transfer or pledge any or all of his equity interest of Xianning Xiangtian, to vote as a shareholder for all matters, as well as full power to execute equity transfer agreement as referenced in the Exclusive Option Agreement and to perform under the Exclusive Option Agreement and Equity Pledge Agreement without limitation. Xiangtian Shenzhen is also authorized to transfer, allocate or use any cash dividends and non-cash income in accordance with the respective shareholder’s instructions and to exercise all the necessary rights associated with the equity interest at Xiangtian Shenzhen’s sole discretion and without the consent of the Xianning Xiangtian Shareholders. The Powers of Attorney will remain effective as long as the Xianning Xiangtian Shareholders remain the shareholders of Xianning Xiangtian.
|
The Framework Agreement and the Exclusive
Management Agreement have initial terms of ten years but each contains a renewal provision that allows Xiangtian Shenzhen to extend
the term of such agreements at its sole option by written notice with no limitation as to such extensions. The Know-How Sub-License
Agreement is valid for the duration of Xianning Xiangtian’s operation. The other agreements are of unlimited duration.
The Company’s total assets and liabilities
presented in the accompanying consolidated financial statements represent substantially all of total assets and liabilities of
the VIE because the other entities in the consolidation are non-operating holding entities with nominal assets and liabilities.
The following financial statement amounts and balances of the VIE were included in the accompanying consolidated financial statements
as of July 31, 2019 and 2018 and for the years ended July 31, 2019, 2018 and 2017, respectively:
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
22,287,078
|
|
|
$
|
33,240,433
|
|
Current assets of discontinued operations
|
|
|
4,441,772
|
|
|
|
-
|
|
Non-current assets
|
|
|
26,783,807
|
|
|
|
25,568,517
|
|
Non-current assets of discontinued operations
|
|
|
9,537,179
|
|
|
|
-
|
|
Total assets
|
|
$
|
63,049,836
|
|
|
$
|
58,808,950
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
$
|
23,617,149
|
|
|
$
|
46,576,026
|
|
Current liabilities of discontinued operations
|
|
|
1,499,012
|
|
|
|
-
|
|
Non-current liabilities
|
|
|
279,764
|
|
|
|
7,205,133
|
|
Total liabilities
|
|
$
|
25,395,925
|
|
|
$
|
53,781,159
|
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
|
|
For the year ended
July 31,
2019
|
|
|
For the year ended
July 31,
2018
|
|
|
For the year ended
July 31,
2017
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
53,126,913
|
|
|
$
|
15,269,788
|
|
|
$
|
9,502,952
|
|
Gross Profit
|
|
$
|
12,910,123
|
|
|
$
|
2,632,324
|
|
|
$
|
1,296,745
|
|
Income (loss) from continuing operations
|
|
$
|
3,296,310
|
|
|
$
|
144,953
|
|
|
$
|
(4,089,881
|
)
|
Net loss from continuing operations attributable to XT Energy Group, Inc.
|
|
$
|
(78,826
|
)
|
|
$
|
(380,049
|
)
|
|
$
|
(4,124,909
|
)
|
Net income from discontinued operations attributable to XT Energy Group, Inc.
|
|
|
946,037
|
|
|
|
-
|
|
|
|
-
|
|
Net income (loss) attributable to XT Energy Group, Inc.
|
|
$
|
867,211
|
|
|
$
|
(380,049
|
)
|
|
$
|
(4,124,909
|
)
|
Business Combinations
The purchase price of an acquired company
is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their
estimated fair values, with the residual of the purchase price recorded as goodwill. The results of operations of the acquired
business are included in the Company’s operating results from the date of acquisition.
Cash
Cash denominated in RMB with a U.S. dollar
equivalent of $3,250,535 and $14,207,358 at July 31, 2019 and 2018, respectively, were held in accounts at financial institutions
located in the PRC‚ which is not freely convertible into foreign currencies. In addition, these balances are not covered
by insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors
their credit worthiness. The Company, its subsidiaries and VIE have not experienced any losses in such accounts and do not believe
the cash is exposed to any significant risk. As of July 31, 2019 and 2018, cash balance of $177,107 and $2,481, respectively, were
maintained at U.S. financial institutions, and were insured by the Federal Deposit Insurance Corporation or other programs subject
to certain limitations up to $250,000 per depositor. As of July 31, 2019 and 2018, cash balance of $26,288 and $26,402, respectively,
were maintained at financial institutions in Hong Kong, and were insured by the Hong Kong Deposit Protection Board up to a limit
of HK $500,000 (approximately $64,000).
Restricted Cash
Restricted cash represents cash held by
banks as guarantee deposit collateralizing notes payable pending to be released back to unrestricted cash.
In November 2016, the FASB issued ASU No.
2016-18, Statement of Cash Flows (230): Restricted Cash. The amendments in this update require that a statement of cash flows explain
the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted
cash equivalents. For public business entities, the amendments in this update are effective for fiscal years beginning after December
15, 2017, and interim periods within those annual periods. Earlier adoption is permitted. The amendments in this update should
be applied using a retrospective transition method to each period presented. On August 1, 2018, the Company adopted this guidance
on a retrospective basis.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Short-term Investment
Short-term investment consists of time
deposit placed with a bank, which contains a fixed or variable interest rate and has original maturity within one year. Such investment
is permitted to be redeemed early without penalties prior to maturity. Given the short-term nature, the carrying value of short-term
investment approximates its fair value. The Company does not intend to withdraw early. There was no other-than-temporary impairment
of short-term investment for the years ended July 31, 2019, 2018 and 2017.
Notes Receivable
Notes receivable represents commercial
notes due from various customers where the customers’ banks have guaranteed the payments. The notes are noninterest bearing
and normally paid within three to six months. The Company has the ability to submit requests for payments to the customer’s
banks earlier than the scheduled payments date, but will incur an interest charge and a processing fee.
Accounts Receivable, net
Accounts receivables, net, are recognized
and carried at original invoiced amount less an allowance for any uncollectible accounts. The Company uses the aging method to
estimate the valuation allowance for anticipated uncollectible receivable balances. Under the aging method, bad debts determined
by management are based on historical experience as well as the current economic climate and are applied to customers’ balances
categorized by the number of months the underlying invoices have remained outstanding. Management reviews its receivables on a
regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account
balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection
is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and
update it if necessary.
Inventories, net
Inventories, net, consist of raw materials,
work in progress and finished goods and are stated at the lower of cost or net realizable value using the weighted average method.
When appropriate, impairment to inventories are recorded to write down the cost of inventories to their net realizable value.
Advances to Suppliers, net
Advances to suppliers, net, are cash deposited
or advanced to outside vendors or services providers for future inventory purchases or future services. This amount is refundable
and bears no interest. For any advances to suppliers determined by management that such advances will not be in receipts of inventories
or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its advances to suppliers
on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances
are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not
probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update
it if necessary. As of July 31, 2019 and 2018, there were no such allowances.
Contract Assets
The differences between the timing of the
Company’s revenue recognized (based on costs incurred) and customer billings (based on unconditional rights to receive the
consideration in the contractual terms) results in changes to the Company’s contract asset or contract liability positions.
Provisions for estimated losses of contract assets on uncompleted contracts are made in the period in which such losses are determined.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Prepaid Expenses
Prepaid expenses represent advance payments
made to vendors for services such as rent, consulting and certification.
Other Receivables
Other receivables primarily include advances
to employees, receivables from sales of equipment, and other deposits. Management regularly reviews the aging of receivables and
changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered
uncollectable are written off against allowances after exhaustive efforts at collection are made. No allowance was required as
of July 31, 2019 and 2018.
Other Receivables – Related Parties
Other receivables – related parties
presents advances to management of the Company for business development and travel advances.
Loans Receivables
Loans receivables represents interest free
advances to the former shareholder of Hubei Jinli by the Company prior to the acquisition of Hubei Jinli on June 30, 2018. These
advances were unsecured and due on demand. Full outstanding balance in amount of $1,759,428 as of July 31, 2018 was repaid in August
2018.
Property, Plant and Equipment, net
Property, plant and equipment are stated
at cost net of accumulated depreciation and impairment losses. Depreciation is provided over the estimated useful lives of the
assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows, taking
into account the assets’ estimated residual value:
Classification
|
|
Estimated Useful Life
|
|
Estimated Residual Value
|
Plant and buildings
|
|
5-20 years
|
|
0-5%
|
Machinery equipment
|
|
5-10 years
|
|
0-5%
|
Computer and office equipment
|
|
3-10 years
|
|
0-5%
|
Vehicles
|
|
5-10 years
|
|
0-5%
|
Plant improvement and fixtures
|
|
Shorter of lease term or estimated useful live of 5 - 20 years
|
|
0-5%
|
The cost and related accumulated depreciation
of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements
of operations and other comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while
additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized.
Construction-in-progress represents contractor
and labor costs, design fees and inspection fees in connection with the construction of the Company’s synthetic fuel raw
materials production line, factory plantation, fire safety equipment installation, piping and plant improvement. No depreciation
is provided for construction-in-progress until it is completed and placed into service.
Intangible Assets, net
Intangible assets, net, are stated at cost,
less accumulated amortization. Amortization expense is recognized on the straight-line basis over the estimated useful lives of
the assets as follows:
Classification
|
|
Estimated Useful Life
|
|
Land use rights
|
|
50 years
|
|
Technology know-hows
|
|
10 years
|
|
Patents, licenses and certifications
|
|
3-10 years
|
|
Software
|
|
3 years
|
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
All land in the PRC is owned by the government;
however, the government grants “land use rights.” The Company has obtained rights to use various parcels of land for
50 years through the acquisition of Hubei Jinli in June 2018 and through the acquisition of Wine Co. in December 2018.
Technology know-hows, including LSC Hand-Held
Diesel Pump, CB-39 Motor Oil Pump, 0-16 MPa series hydraulic cylinder, brake cylinder and hydraulic value, and certain special
operating and production licenses were acquired through the acquisition of Hubei Jinli and Tianjin Jiabaili in June 2018 and through
the acquisition of Herbal Wine Co. and Wine Co. in December 2018 with estimated finite useful lives between 4.5 years to 10 years.
Certain PV panel certifications were contributed
by the Company’s noncontrolling interest shareholders as capital contribution in March 2018 with an estimated finite useful
lives of 10 years.
The Company also acquired a safety production
license and an accounting software with a finite useful life of 3 years in June 2018 and January 2019, respectively.
Goodwill
Goodwill represents the excess of the consideration
paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition.
Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may
have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written
off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment
losses on goodwill are not reversed.
The Company reviews the carrying value
of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more
frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has
the opinion to access qualitative factors to determine whether it is necessary to perform the two-step in accordance with ASC 350-20.
If the Company believes, as a result of the qualitative carrying amount, the two-step quantities impairment test described below
is required.
The first step compares the fair values
of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying
amount, goodwill is not considered to be impaired and the second step will not be required.
If the carrying amount of a reporting unit
exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s
goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business acquisition with the
allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess
of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill.
Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash
flow.
If
impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements
of operations and comprehensive loss. Impairment losses on goodwill are not reversed. For the years ended July 31, 2019, 2018
and 2017, an impairment of $339,221, $0, and $0, respectively were recorded for goodwill.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Impairment for Long-Lived Assets
Long-lived assets, including plant and
equipment and intangible with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant
adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset
may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets
are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from
the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the
asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based
on a discounted cash flows approach or, when available and appropriate, to comparable market values.
For
the years ended July 31, 2019, 2018 and 2017, an impairment of $644,382, $0,
and $0, respectively were recorded for intangible assets.
Subscription Receivable
Subscription receivable represents unpaid capital contribution
from its shareholders.
Fair Value Measurement
The Company applies the provisions of Accounting
Standards Codification (“ASC”) Subtopic 820-10, “Fair Value Measurements”, for fair value measurements
of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed
at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures
about fair value measurements.
Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded
at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions
that market participants would use when pricing the asset or liability.
ASC 820 establishes a fair value hierarchy
that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair
value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority
to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy
are as follows:
|
●
|
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
|
|
|
|
●
|
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
|
|
|
|
|
●
|
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
The following table sets forth by level
within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on
a recurring basis as of July 31, 2019 and 2018:
Financial Assets
|
|
Carrying
Value as of
July 31,
2019
|
|
|
Fair Value
Measurements at
July 31, 2019
Using Fair Value Hierarchy
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Short-term investment
|
|
$
|
435,787
|
|
|
$
|
435,787
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Financial Liabilities
|
|
Carrying
Value as of
July 31, 2018
|
|
|
Fair Value
Measurements at
July 31, 2018
Using Fair Value Hierarchy
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Contingent payment consideration liabilities (see Note 3)
|
|
$
|
331,505
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
331,505
|
|
The following is a reconciliation of the
beginning and ending balance of the assets and liabilities measured at fair value on a recurring basis on level 3 measurements
for the years ended July 31, 2019 and 2018:
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
Beginning balance
|
|
$
|
331,505
|
|
|
$
|
-
|
|
Contingent liability obligated from business combinations
|
|
|
-
|
|
|
|
341,411
|
|
Change in estimated contingent liabilities
|
|
|
243,658
|
|
|
|
-
|
|
Release from level 3 measurement due to contingent payments has been finalized
|
|
|
(570,322
|
)
|
|
|
-
|
|
Exchange rate effect
|
|
|
(4,841
|
)
|
|
|
(9,906
|
)
|
Ending balance
|
|
$
|
-
|
|
|
$
|
331,505
|
|
The Company believes the carrying amount
reported in the consolidated balance sheet for cash, restricted cash, notes receivable, accounts receivable, inventories, advance
to suppliers, contract assets, prepaid expenses, other receivables, loan receivables, deposit for investments, short-term loans,
accounts payable, advances from customers, other payables and accrued liabilities, tax payables and short-term investment payable
approximate fair value because of the short-term nature of such instruments. The carrying amount of long-term investment payable
reported in the consolidated balance sheets at carrying value, which approximates fair value as the rate of amortization of investment
payment discount used were similar to interest rate charged by the bank in the PRC. As of July 31, 2019 and 2018, long-term investment
payable balance was $279,764, net of discount of $25,999, and $7,205,133, net of discount of $869,173, respectively.
Discontinued operations
In accordance with ASU No. 2014-08, Reporting
Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group
of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that
has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meet the
criteria in paragraph 205-20-45-1E to be classified as discontinued operations. When all of the criteria to be classified as discontinued
operations are met, including management having the authority to approve the action and committing to a plan to sell the entity,
the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total
assets and liabilities separate from the balances of the continuing operations. At the same time, the results of discontinued operations,
less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss)
of continuing operations in accordance with ASC 205-20-45. See Note 4 – Discontinued operations.
Revenue Recognition
On August 1, 2018, the Company adopted
Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (ASC Topic 606) using the modified
retrospective method for contracts that were not completed as of July 31, 2018. This did not result in an adjustment to the retained
earnings upon adoption of this new guidance as the Company’s revenue was recognized based on the amount of consideration
expected to receive in exchange for satisfying the performance obligations.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
The core principle underlying the revenue
recognition ASU is that the Company will recognize revenue to represent the transfer of goods and services to customers in an amount
that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to
identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time,
based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized over time
for the Company’s sale and installation of power generation systems and are recognized at a point in time for the Company’s
sale of products.
The ASU requires the use of a new five-step
model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with
the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable
consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction
price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the
performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result
in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition
policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new
guidance and confirmed that there were no differences in the pattern of revenue recognition.
Sale and installation of power generation systems
Sales of power generation system in conjunction
of system installation are generally recognized based on the Company’s efforts or inputs to the satisfaction of a performance
obligation using an input measure method, which essentially the same as the percentage of completion method prior to August 1,
2018 for its installation project. Therefore, take into account the costs, estimated earnings and revenue to date on contracts
not yet completed. Revenue recognized is that percentage of the total contract price that costs expended to date bear to anticipated
final total costs, based on current estimates of costs to complete. Contract costs include all direct material and labor costs
and those indirect costs related to contract performance, such as indirect labor and supplies. Adjustments to the original estimates
of the total contract revenue, total contract costs, or the extent of progress toward completion are often required as work progresses.
Such changes and refinements in estimation are reflected in reported results of operations as they occur; if material, the effects
of changes in estimates are disclosed in the notes to the consolidated financial statements.
The key assumptions used in the estimate
of costs to complete relate to the unit material cost, the quantity of materials to be used, the installation cost and those indirect
costs related to contract performance. The estimate of unit material cost is reviewed and updated on a quarterly basis, based on
the updated information available in the supply markets. The estimate of material quantity to be used for completion and the installation
cost is also reviewed and updated on a quarterly basis, based on the updated information on the progress of project execution.
If the supply market conditions or the progress of project execution were different, it is likely that materially different amounts
of contract costs would be used in the input method of accounting. Thus the uncertainty associated with those estimates may impact
the Company’s consolidated financial statements. Selling, general, and administrative costs are charged to expense as incurred.
At the time a loss on a contract becomes known, the entire amount of the estimated ultimate loss is recognized in the consolidated
financial statements. Claims for additional contract costs are recognized upon a signed change order from the customer.
The installation revenues and sales of
equipment and system component are combined and considered as one performance obligation. The promises to transfer the equipment
and system component and installation are not separately identifiable, which is evidencing by the fact that the Company provides
a significant services of integrating the goods and services into a power generation system for which the customer has contracted.
The Company currently does not have any modification of contract and the contract currently does not have any variable consideration.
The Company’s sale and installation
of power generation systems revenue for the years ended July 31, 2019, 2018 and 2017 were $391,837, $5,456,463, and $7,299,943,
respectively.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Sales of products
The
Company continues to derive its revenues from sales contracts with its customers with revenues being recognized upon delivery
of products. Persuasive evidence of an arrangement is demonstrated via sales contract and invoice; and the sales price to the
customer is fixed upon acceptance of the sales contract and there is no separate sales rebate, discount, or other incentive. Such
revenues are recognized at a point in time after all performance obligations are satisfied and based on when control of goods
transfer to a customer, which is generally similar to when its delivery has occurred prior to August 1, 2018.
The Company’s disaggregate sale of
products streams for the years ended July 31, 2019, 2018 and 2017 are summarized as follows:
|
|
For the Year Ended
July 31,
2019
|
|
|
For the Year Ended
July 31,
2018
|
|
|
For the Year Ended
July 31,
2017
|
|
Revenues – sales of products
|
|
|
|
|
|
|
|
|
|
PV panels and others
|
|
$
|
23,321,989
|
|
|
$
|
5,583,858
|
|
|
$
|
2,221,428
|
|
Air compression equipment and other components
|
|
|
1,373,196
|
|
|
|
1,101,744
|
|
|
|
-
|
|
Heat pumps
|
|
|
8,771,452
|
|
|
|
1,533,845
|
|
|
|
-
|
|
High-grade synthetic fuel
|
|
|
12,957,944
|
|
|
|
1,351,215
|
|
|
|
-
|
|
Hydraulic parts and electronic components
|
|
|
6,310,495
|
|
|
|
242,663
|
|
|
|
-
|
|
Wine and herbal wine
|
|
|
2,107,593
|
|
|
|
-
|
|
|
|
-
|
|
Total revenue – sales of products
|
|
|
54,842,669
|
|
|
|
9,813,325
|
|
|
|
2,221,428
|
|
Less: revenues – sales of products from discontinued operations
|
|
|
(2,107,593
|
)
|
|
|
-
|
|
|
|
-
|
|
Revenues – sales of products from continuing operations
|
|
$
|
52,735,076
|
|
|
$
|
9,813,325
|
|
|
$
|
2,221,428
|
|
Gross versus Net Revenue Reporting
In the normal course of the Company’s
trading business, the Company orders products directly from its suppliers and drop ships the products directly to its customers.
In these situations, the Company generally collects the sales proceeds directly from its customers and pays for the inventory purchases
to its suppliers separately. The determination of whether revenues should be reported on a gross or net basis is based on the Company’s
assessment of whether it is the principal or an agent in the transaction. In determining whether the Company is the principal or
an agent, the Company follows the accounting guidance for principal-agent considerations. Because the Company is not the primary
obligor and is not responsible for (i) fulfilling the resale products delivery, (ii) establishing the selling prices for delivery
of the resale products, (iii) performing all billing and collection activities including retaining credit risk and (iv) baring
the back-end risk of inventory loss with respect to any product return from its customer, the Company has concluded that it is
the agent in these arrangements, and therefore reports revenues and cost of revenues on a net basis.
Warranty
The Company generally provides limited
warranties for work performed under its contracts. At the time a sale is recognized, the Company records estimated future warranty
costs under ASC 460. Such estimated costs for warranties are estimated at completion and these warrants are not service warranties
separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty experience or Company’s
best estimate. There were no such reserves recorded for the years ended July 31, 2019 and 2018. No right of return exists on sales
of inventory. As of July 31, 2019 and 2018, accrued warranty expense amounted to $65,182 and $65,791, respectively, and classified
in the caption “other payables and accrued liabilities” in the accompanying consolidated balance sheets.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Advertising Costs
Advertising costs are expensed as incurred
and included in selling and general and administrative expenses. Advertising costs amounted to $63,595, $12,892, and $1,896 for
the years ended July 31, 2019, 2018, and 2017, respectively.
Employee Benefit
The full-time employees of the Company
are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other
welfare, which are government mandated defined contribution plans. The Company is required to accrue for these benefits based on
certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC
regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued. Total expenses for the plans
were $248,904, $151,167, and $131,923 for the years ended July 31, 2019, 2018, and 2017, respectively.
Research and development (“R&D”)
Research and development expenses include
salaries and other compensation-related expenses paid to the Company’s research and product development personnel while they
are working on R&D projects, as well as raw materials used for the R&D projects. R&D expenses amounted to $323,216,
$3,677 and $0 for the years ended July 31, 2019, 2018 and 2017, respectively.
Value Added Taxes
The Company is subject to value added tax
(“VAT”). Revenue from sales of goods purchased from other entities is generally subject to VAT at the rate of 13% starting
in April 2019, 16% starting in April 2018 and 17% prior to April 2018 and prior for all of its products except Herbal Wine which
is at the rate of 3%. The Company is entitled to a refund for VAT already paid on goods purchased. The VAT balance is recorded
in other payables on the consolidated balance sheets. Revenues are presented net of applicable VAT.
Income Taxes
The Company accounts for income taxes in
accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for
items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted
by the balance sheet date.
Deferred taxes are accounted for using
the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets
and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable
tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are
recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences
can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized
or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited
or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by
a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
An uncertain tax position is recognized
as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with
a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50%
likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit
is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the
period incurred. PRC tax returns filed in 2014 to 2018 are subject to examination by any applicable tax authorities.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Comprehensive Income (Loss)
The Company follows the provisions of the
Financial Accounting Standards Board (the “FASB”) ASC 220 “Reporting Comprehensive Income”. Comprehensive
income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to
owners. The Company had other comprehensive loss of ($492,428), ($114,539) and ($180,921) for the years ended July 31, 2019, 2018,
and 2017, respectively, from foreign currency translation adjustments.
Foreign Currency Translation
The reporting currency of the Company is
the U.S. dollar. The functional currency of the Company is the RMB as substantially all of the Company’s PRC subsidiaries’
operations use this denomination. Foreign denominated monetary assets and liabilities are translated into their United States dollar
equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated
at the exchange rates prevailing at the transaction date. Revenues and expenses are translated at average rates of exchange during
the year. Gains or losses resulting from foreign currency transactions are included in results of operations.
For the purpose of presenting these financial
statements of subsidiaries in PRC, the Company’s assets and liabilities are expressed in U.S. dollars at the exchange rate
on the balance sheet date, which is 6.8841 and 6.8204 as of July 31, 2019 and 2018, respectively; stockholders’ equity accounts
are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the
period, which is 6.8340, 6.5013, and 6.8160 for the years ended July 31, 2019, 2018 and 2017, respectively. The resulting translation
adjustments are reported under accumulated other comprehensive income (loss) in the stockholders’ equity section of the consolidated
balance sheets.
For the purpose of presenting these financial
statements of the subsidiary in Hong Kong, the Company’s assets and liabilities are expressed in U.S. dollars at the exchange
rate on the balance sheet date, which is 7.8275 and 7.8490 as of July 31, 2019 and 2018, respectively; stockholders’ equity
accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate
during the period, which is 7.8369, 7.8280 and 7.7696 for the years ended July 31, 2019,2018 and 2017, respectively. The resulting
translation adjustments are reported under accumulated other comprehensive loss in the stockholders’ equity section of the
consolidated balance sheets.
Earnings (Loss) Per Share
Basic
earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number
of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted
loss per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options
or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares
assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using
the if-converted method. Loss per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive.
Statutory Reserves
Pursuant to the laws applicable to the
PRC, PRC entities must make appropriations from after-tax profit to the non-distributable statutory surplus reserve fund. Subject
to certain cumulative limits, the statutory surplus reserve fund requires annual appropriations of 10% of after-tax profit until
the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted
in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations
should be made to the reserve fund. For foreign invested enterprises, the annual appropriation for the reserve fund cannot be less
than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC
GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net
income after tax to offset against the accumulate loss. For the years ended July 31, 2019 and 2018, the Company has contributed
$572,642 and $108,487, respectively, to the statutory reserves.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Contingencies
From time to time, the Company is a party
to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when
they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are
expensed as incurred. The Company’s management does not expect any liability from the disposition of such claims and litigation
individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results
of operations and cash flows.
Recently issued accounting pronouncements
In February 2016, the FASB issued ASU No. 2016-02,
Leases (Topic 842), to increase the transparency and comparability about leases among entities. The new guidance requires lessees
to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures
about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and
requires a modified retrospective approach to adoption assuming the Company will remain an emerging growth company at that date.
Early adoption is permitted. In September 2017, the FASB issued ASU No. 2017-13, which to clarify effective dates that public
business entities and other entities were required to adopt ASC Topic 842 for annual reporting. A public business entity that otherwise
would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial
statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for annual reporting periods
beginning after December 15, 2019, and interim reporting periods within annual reporting periods beginning after December 15,
2020. ASU No. 2017-13 also amended that all components of a leveraged lease be recalculated from inception of the lease based
on the revised after tax cash flows arising from the change in the tax law, including revised tax rates. The difference between
the amounts originally recorded and the recalculated amounts must be included in income of the year in which the tax law is enacted.
The Company adopted ASU 2016-02 on August 1, 2019. The Company adopted the practical expedient that allows lessees to treat the
lease and non-lease components of a lease as single lease component. The impact of the adoption of the Topic 842, as of August
1, 2019, the Company recognized approximately $2.9 million right of use (“ROU”) assets and approximately $2.3 million
lease liabilities. The adoption of this standard resulted in the recording of operating lease assets and operating lease liabilities
as of August 1, 2019, with no related impact on the Company’s consolidated statement of changes in stockholders’ equity or consolidated
statements of operations and comprehensive loss. The recognition of ROU assets and lease liabilities are based on the present value
of the remaining lease payments over the lease term with a term of longer than 12 months. Since the implicit rate for
the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information
available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate
of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in
a similar economic environment and over a similar term of 4.75% and 4.90% of PRC borrowing rate as of August 1, 2019.
In February 2018, the FASB issued ASU 2018-02,
Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive
Income. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement
– Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented
in other comprehensive income as required by GAAP. The amendments in this Update are effective for all entities for fiscal years
beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update
is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial
statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not
yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively
to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and
Jobs Act is recognized. Management does not believe the adoption of this ASU would have a material effect on the Company’s
consolidated financial statements.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
In August 2018, the FASB issued ASU 2018-13,
“Fair Value Measurement (Topic 820): Disclosure Framework —Changes to the Disclosure Requirements for Fair Value Measurement”
(“ASU 2018-13”). ASU 2018-13 removes, modifies and adds certain disclosure requirements in Topic 820 “Fair Value
Measurement”. ASU 2018-13 eliminates certain disclosures related to transfers and the valuations process, modifies disclosures
for investments that are valued based on net asset value, clarifies the measurement uncertainty disclosure, and requires additional
disclosures for Level 3 fair value measurements. ASU 2018-13 is effective for the Company for annual and interim reporting periods
beginning August 1, 2020. The Company is currently evaluating the impact of this new standard on its consolidated financial statements
and related disclosures.
In May 2019, the FASB issued ASU 2019-05,
which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial
assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added
Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13
also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when
fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale
Debt Securities. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably
elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted
transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies
for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply
with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05
is effective for the Company for annual and interim reporting periods beginning August 1, 2020. The Company is currently evaluating
the impact of this new standard on its consolidated financial statements and related disclosures.
Other recent accounting pronouncements
issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities
and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future
financial statements.
Note 3 – Business combinations
Acquisition of Hubei Jinli
On June 21, 2018, Xianning Xiangtian entered
into a share purchase agreement (the “Jinli Agreement”) with Sheng Zhou and Heping Zhang, former shareholders of Hubei
Jinli (collectively the “Jinli Sellers”). Neither Xianning Xiangtian nor its affiliates have any material relationship
with the Jinli Sellers other than with respect to the Jinli Agreement.
Pursuant to the Jinli Agreement, Xianning
Xiangtian agreed to acquire 100% of the capital stock of Hubei Jinli collectively held by the Jinli Sellers (the “Jinli Acquisition”),
for an aggregate consideration of RMB 150 million (approximately $23.18 million), consisting of the following: (a) RMB 40 million
(approximately $6.18 million) in cash (the “Jinli Cash Portion”); and (b) shares of the Company’s common stock
(the “Jinli Stock Portion”) which shall have a value equal to RMB 80.07 million (approximately $12.37 million). The
price per share will be determined by the average daily closing price of Xiangtian’s common stock for the period from January
1, 2018 to June 30, 2018; and (c) an assumption by Xianning Sanhe of Hubei Jinli’s existing bank loan from Hubei Xianning
Rural Commercial Bank in the principal amount of RMB 29.93 million (approximately $4.63 million). The existing bank loan did not
count toward the purchase price as it is considered to be assumed debt as part of the Hubei Jinli’s net assets. Pursuant
to the Jinli Agreement, the Jinli Cash Portion shall be paid within seven days of the Jinli Agreement, and the Jinli Acquisition
shall be closed within one month after payment of the Jinli Cash Portion. On June 21, 2018, Xianning Xiangtian, entered into a
supplemental agreement to the Stock Purchase Agreement (the “Supplement Agreement”) with the Jinli Sellers, pursuant
to which the Jinli Sellers have the right to demand that Xianning Xiangtian pay RMB 80.07 million (approximately $12.37 million)
plus interest to repurchase the Stock Portion if the Company does not list its common stock on the Nasdaq Stock Market by June
21, 2019. This clause was automatically forfeited after the payment term was amended on August 11, 2018.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
On June 30, 2018, the parties consummated
the Jinli Acquisition.
Pursuant to the Supplement Agreement, after
the Jinli Acquisition, should Hubei Jinli’s annual net profit (the “Jinli Net Profit”) exceed RMB 10 million
(approximately $1.55 million), Xianning Xiangtian shall pay the Jinli Sellers 20% of the Jinli Net Profit and if the Jinli Net
Profit reaches RMB 5 million (approximately $773,000), but less than RMB 10 million (approximately $1.55 million), Xianning Xiangtian
shall pay the Jinli Sellers 10% of the Jinli Net Profit. On August 25, 2018, Xianning Xiangtian and the Jinli Sellers amended this
annual net profit sharing clause to define the annual net profit sharing period to be one year from June 21, 2018 to June 20, 2019.
On August 11, 2018, Xianning Xiangtian
and the Jinli Sellers amended the payment term of the Jinli Stock Portion which shall have a value equal to RMB 80.07 million (approximately
$12.37 million) to comprise three cash installments of 1) first installment of RMB 25 million (approximately $3.95 million) payable
by June 20, 2019, 2) second installment of RMB 25 million (approximately $3.95 million) payable by June 20, 2020, and 3) third
installment of RMB 30.07 million (approximately $4.75 million) payable by June 20, 2021.
The Company’s acquisition of Hubei
Jinli was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of Hubei
Jinli based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company
estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the business
combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets
and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the fair
value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number
of factors including valuations from independent appraisers. Acquisition-related costs incurred for the acquisitions are not material
and have been expensed as incurred in general and administrative expense.
The following table summarizes the consideration
transferred to acquire Hubei Jinli at the date of acquisition:
Cash
|
|
$
|
6,040,015
|
|
Present value of cash installments
|
|
|
10,996,129
|
|
Contingent purchase prices payment
|
|
|
137,561
|
|
Total consideration at fair value
|
|
$
|
17,173,705
|
|
The following table summarizes the fair
value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price
allocation at the date of the acquisition of Hubei Jinli based on a valuation performed by an independent valuation firm engaged
by the Company:
|
|
Fair Value
|
|
Cash
|
|
$
|
33,402
|
|
Accounts receivable, net
|
|
|
2,561,863
|
|
Inventories, net
|
|
|
455,247
|
|
Advances to suppliers
|
|
|
143,129
|
|
Other receivables
|
|
|
8,622
|
|
Loan receivables
|
|
|
2,434,381
|
|
Plant and equipment, net
|
|
|
6,550,446
|
|
Intangible assets, net
|
|
|
7,899,887
|
|
Deferred tax assets
|
|
|
9,295
|
|
Goodwill
|
|
|
3,906,599
|
|
Total assets
|
|
|
24,002,871
|
|
|
|
|
|
|
Short-term loan - bank
|
|
|
(2,114,005
|
)
|
Current maturities of long-term loan
|
|
|
(3,160,828
|
)
|
Accounts payable
|
|
|
(357,188
|
)
|
Advance from customers
|
|
|
(4,099
|
)
|
Other payables and accrued liabilities
|
|
|
(844,926
|
)
|
Other payables - related party
|
|
|
(30,200
|
)
|
Income taxes payable
|
|
|
(317,920
|
)
|
Total liabilities
|
|
|
(6,829,166
|
)
|
Net assets acquired
|
|
$
|
17,173,705
|
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Approximately $3.9 million of goodwill
arising from the acquisition consists largely of synergies expected from combining the operations of Xianning Xiangtian and Hubei
Jinli. None of the goodwill is expected to be deductible for income tax purposes.
The change in fair value measurement of
contingent liability amounted to $441,199 for the year ended July 31, 2019 and the contingent liability increased to $570,322.
The following pro forma combined results
of operations present the Company’s financial results as if the acquisition of Hubei Jinli had been completed on August 1,
2017. The pro forma results do not reflect operating efficiencies or potential cost savings which may result from the consolidation
of operations. Accordingly, the pro forma financial information is not necessarily indicative of the results of operations that
the Company would have recognized had it completed the transaction on August 1, 2017. Future results may vary significantly from
the results in this pro forma information because of future events and transactions, as well as other factors.
|
|
For the Years Ended
|
|
|
|
July 31,
2018
|
|
|
July 31,
2017
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Revenue
|
|
$
|
19,049,576
|
|
|
$
|
11,649,664
|
|
Cost of revenue
|
|
|
14,409,989
|
|
|
|
9,496,952
|
|
Gross profit
|
|
|
4,639,587
|
|
|
|
2,152,712
|
|
Total operating expenses
|
|
|
4,359,578
|
|
|
|
6,235,229
|
|
Income (loss) from operations
|
|
|
280,009
|
|
|
|
(4,082,517
|
)
|
Other income (expenses), net
|
|
|
(530,989
|
)
|
|
|
(13,796
|
)
|
Loss before income taxes
|
|
|
(250,980
|
)
|
|
|
(4,096,313
|
)
|
Income tax expense
|
|
|
(337,243
|
)
|
|
|
(242,822
|
)
|
Net loss attributable to XT Energy Group, Inc.
|
|
|
(588,223
|
)
|
|
|
(4,339,135
|
)
|
Less: Net income attributable to non-controlling interest
|
|
|
66,883
|
|
|
|
-
|
|
Net loss attributable to XT Energy Group, Inc.
|
|
$
|
(655,106
|
)
|
|
$
|
(4,339,135
|
)
|
Weighted average number of common shares outstanding - basic and diluted
|
|
|
591,042,000
|
|
|
|
591,042,000
|
|
Net loss per common share - basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
Acquisition of Tianjin Jiabaili
On June 21, 2018, Xianning Xiangtian entered
into a share purchase agreement (the “Jiabaili Agreement”) with Wenhe Han and Guifen Wang, former shareholders of Tianjin
Jiabaili (collectively the “Jiabaili Sellers”). Neither Xianning Xiangtian nor its affiliates have any material relationship
with the Jiabaili Sellers other than with respect to the Jiabaili Agreement.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Pursuant to the Jiabaili Agreement, Xianning
Xiangtian agreed to acquire 90% of the capital stock of Tianjin Jiabaili collectively held by the Jiabaili Sellers (the “Jiabaili
Acquisition”), for an aggregate consideration of RMB 6,120,000 (approximately $0.9 million), consisting of the following:
(a) RMB 3,672,000 (approximately $0.5 million) in cash (the “Jiabaili Cash Portion”); and (b) shares of the Company’s
common stock (the “Jiabaili Stock Portion”) which shall have a value equal to RMB 2,448,000 (approximately $0.4 million).
On June 30, 2018, the parties consummated
the Jiabaili Acquisition.
On August 12, 2018, Xianning Xiangtian
and the Jiabaili Sellers amended the ownership transfer from 90% to 100% and the full payment term of acquisition price of RMB
6,800,000 (approximately $1.0 million) amended to be all cash payment. In addition, Xianning Xiangtian will indefinitely provide
10% of profit sharing of Tianjin Jiabaili to the Jiabaili Sellers.
The Company’s acquisition of Tianjin
Jiabaili was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of
Tianjin Jiabaili based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date.
The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with
the business combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current
assets and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the
fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a
number of factors including valuations from independent appraisers. Acquisition-related costs incurred for the acquisitions are
not material and have been expensed as incurred in general and administrative expense.
The following table summarizes the consideration
transferred to acquire Tianjin Jiabaili at the date of acquisition:
Cash
|
|
$
|
1,026,803
|
|
Contingent purchase prices payment
|
|
|
203,850
|
|
Total consideration at fair value
|
|
$
|
1,230,653
|
|
The following table summarizes the fair
value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price
allocation at the date of the acquisition of Tianjin Jiabaili based on a valuation performed by an independent valuation firm engaged
by the Company:
|
|
Fair Value
|
|
Cash
|
|
$
|
2,731
|
|
Other current assets
|
|
|
2,065
|
|
Intangible assets, net
|
|
|
875,802
|
|
Goodwill
|
|
|
350,055
|
|
Total assets
|
|
|
1,230,653
|
|
Total liabilities
|
|
|
-
|
|
Net assets acquired
|
|
$
|
1,230,653
|
|
Approximately $0.4 million of goodwill
arising from the acquisition consists largely of synergies expected from combining the operations of Xianning Xiangtian and Tianjin
Jiabaili. None of the goodwill is expected to be deductible for income tax purposes.
During the year ended July 31, 2019, the
Company determined that Tianjin Jiabaili operation would not be able to begin production due to misrepresentation of the production
facility of Tianjin Jiabaili from the former shareholders of Tianjin Jiabiali. As a result, the Company recognized impairment of
loss of its intangible assets and goodwill of $983,603 for the year ended July 31, 2019. The contingent profit sharing purchase
price payment has also been reduced to $0 as the Company is not expecting to generate any profit from Tianjin Jiabaili. Also see
Note 17 – Commitments and Contingencies with the former shareholders of Tianjin Jiabaili.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
For the year ended July 31, 2018, the impact
of the acquisition of Tianjin Jiabaili to the pro forma consolidated statements of operations and other comprehensive loss was
not material.
Acquisition of Wine Co. and Herbal Wine
Co.
On December 21, 2018, Xianning Xiangtian
completed its acquisition (the “Transaction”) of 90% of the equity interests in each of Wine Co. and Herbal Wine Co.,
each a limited liability company incorporated in the PRC, pursuant to an equity investment agreement dated December 14, 2018 (the
“Agreement”), by and between Xianning Xiangtian and the Rongentang Shareholders, who are unrelated to the Company or
Xianning Xiangtian. Wine Co. is engaged in the business of manufacturing and sales of compound wine products and Herbal Wine Co.
is engaged in the business of manufacturing and sales of herbal wine products.
Pursuant to the Agreement, Xianning
Xiangtian paid a total cash consideration of RMB67.5 million (approximately $9.7 million) (“Total Consideration”)
to be contributed into Wine Co. as registered capital. RMB60 million (approximately $8.7 million) of the Total Consideration
was deposited into an escrow account held by Xianning Wenquan Branch of Agricultural Bank of China as escrow agent on
December 14, 2018. As of December 21, 2018, the Rongentang Shareholders completed the equity interest transfer registration
with relevant PRC government authorities and the fund in the escrow was released.
In addition, Rongentang Shareholders completed
the title transfer procedures with the PRC government authorities for all the real property and land use rights possessed by Rongentang
to Wine Co. (“Title Transfer”) from the owner of such real property and land use rights, Xianning Rongentang Wine Co.,
Ltd. (“Xianning Rongentang”), an entity controlled by the Rongentang Shareholders, in February 2019. Rongentang also
obtained a three-year royalty-free license from Xianning Rongentang, the owner of the trademark “Rongentang,” to use
such trademark, in January 2019. The Company paid the remaining RMB7.5 million (approximately $1.1 million) of the Total Consideration
to Wine Co. as registered capital in March 2019.
Rongentang Shareholders were responsible
for taxes and undisclosed liabilities of Rongentang prior to the closing, including but not limited to, the guarantee liability
of Wine Co. under certain loan agreement, pursuant to which a security interest in the real property possessed by Rongentang was
granted to secure the repayment of a loan of a party related to Rongentang Shareholders of up to RMB10 million (approximately $1.5
million) to a PRC commercial bank. RMB10 million (approximately $1.5 million) of the funds received by the Rongentang Shareholders
in connection with the Transaction was used to pay off this loan on January 18, 2019.
Upon closing of the Transaction, Rongentang
became majority owned subsidiaries of Xianning Xiangtian and the Company is now engaged in the production and sales of compound
wine and herbal wine products through Rongentang.
The Company’s acquisition of Wine
Co. and Herbal Wine Co. was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase
price of Wine Co. and Herbal Wine Co. based upon the fair value of the identifiable assets acquired and liabilities assumed on
the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date
in accordance with the business combination standard issued by the FASB with the valuation methodologies using level 3 inputs,
except for other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible
for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date
and considered a number of factors including valuations from independent appraisers. Acquisition-related costs incurred for the
acquisitions are not material and have been expensed as incurred in general and administrative expense.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
The following table summarizes the fair
value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price
allocation on the date of the acquisition of Wine Co. and Herbal Wine Co. based on a valuation performed by an independent valuation
firm engaged by the Company:
|
|
Fair Value
|
|
Cash
|
|
$
|
6,890
|
|
Accounts receivable, net
|
|
|
23,612
|
|
Inventories, net
|
|
|
1,035,186
|
|
Advances to suppliers
|
|
|
25,719
|
|
Other receivables
|
|
|
244,279
|
|
Plant and equipment, net
|
|
|
4,351,805
|
|
Intangible assets, net
|
|
|
2,999,442
|
|
Goodwill
|
|
|
1,976,878
|
|
Total assets
|
|
|
10,663,811
|
|
|
|
|
|
|
Advance from customers
|
|
|
13,904
|
|
Other payables and accrued liabilities
|
|
|
6,128,289
|
|
Other payables – related parties and director
|
|
|
3,653,843
|
|
Taxes payable
|
|
|
5,582
|
|
Total liabilities
|
|
|
9,801,618
|
|
Net assets acquired prior to capital contribution
|
|
$
|
862,193
|
|
Total consideration for capital injection
|
|
|
9,699,669
|
|
Additional capital contribution by noncontrolling shareholder
|
|
|
215,548
|
|
Net assets acquired after capital contribution
|
|
|
10,777,410
|
|
Percentage of interest acquired
|
|
|
90.0
|
%
|
Total net assets acquired
|
|
$
|
9,699,669
|
|
The above fair value valuation is a preliminary assessment. The Company will continue to evaluate the fair
value and to be finalized within one year from acquisition date on December 21, 2018.
Approximately $1.9 million of goodwill
arising from the acquisition consists largely of synergies expected from the sales distribution networks of the Company to boost
its wine and herbal wine sales. None of the goodwill is expected to be deductible for income tax purposes.
For the years ended July 31, 2019, 2018
and 2017, the impact of the acquisition of Wine Co. and Herbal Wine Co. to the pro forma consolidated statements of operations
and comprehensive loss was not material.
On May 24, 2019, the Board discussed a
plan to pursue the potential sale of all its ownership interest in Herbal Wine Co. and Wine Co. in order to shift its business
focus on its energy related business. Therefore, the result of operations was presented as discontinued operations as of and for
the year ended July 31, 2019 consolidated financial statements. See Note 4 – Discontinued operations.
Profit sharing payments
Profit sharing payments represent estimated
contingent profit sharing payments that the Company agreed to as a purchase price consideration in relation to the acquisition
of Hubei Jinli and Tianjin Jiabaili to the former shareholders’ of Hubei Jinli and Tianjin Jiabaili.
Profit sharing payments to former shareholders
of Hubei Jinli
If Jinli Net Profit exceed RMB 10 million
(approximately $1.55 million), Xianning Xiangtian shall pay the former shareholders of Hubei Jinli 20% of the Jinli Net Profit
and if the Jinli Net Profit reaches RMB 5 million (approximately $773,000), but less than RMB 10 million (approximately $1.55 million),
Xianning Xiangtian shall pay the former shareholders of Hubei Jinli 10% of the Jinli Net Profit and the annual net profit sharing
period is one year from June 21, 2018 to June 20, 2019.
The change in fair value measurement of
contingent liability loss amounted to $441,199 with foreign translation rate effect of $4,447 for the year ended July 31, 2019
as the operations result of Hubei Jinli has changed. As of July 31, 2019 and 2018, profit sharing payments to the former shareholders
of Hubei Jinli were $570,322 and $133,570, respectively and classified in the caption “other payables and accrued liabilities”
in the accompanying consolidated balance sheets.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Profit sharing payments to former shareholders
of Tianjin Jiabaili
Xianning Xiangtian shall pay the former
shareholders of Tianjin Jiabaili 10% of the Tianjin Jiabaili’s annual net profit indefinitely from the date of acquisition
on June 30, 2018. The change in fair value measurement of contingent liability gain amounted to $197,541 with foreign translation
rate effect of $393 for the year ended July 31, 2019 as Tianjin Jiabaili operations will no longer to continue. As of July 31,
2019 and 2018, profit sharing payments to the former shareholders of Tianjin Jiabaili were $0 and $197,935, respectively, and classified
in the caption “other payables and accrued liabilities” in the accompanying consolidated balance sheets.
Investment payable
Investment payable consists of the following:
Name of Payee
|
|
Relationship
|
|
Nature
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Sheng Zhou
|
|
Former shareholder of Hubei Jinli
|
|
Payment for acquisition of Hubei Jinli
|
|
$
|
-
|
|
|
$
|
9,069,058
|
|
Guifen Wang
|
|
Former shareholder of Hubei Jinli
|
|
Payment for acquisition of Tianjin Jiabaili
|
|
|
136,314
|
|
|
|
137,587
|
|
Total
|
|
|
|
|
|
|
136,314
|
|
|
|
9,206,645
|
|
Short-term
|
|
|
|
|
|
|
(136,314
|
)
|
|
|
(2,505,871
|
)
|
Long-term
|
|
|
|
|
|
$
|
-
|
|
|
$
|
6,700,774
|
|
The maturities schedule is as follows as
of July 31, 2019:
Repayment date
|
|
Amount
|
|
Due on demand (see Note 17 – Commitments and Contingencies)
|
|
$
|
136,314
|
|
Total
|
|
$
|
136,314
|
|
Investment payable – related parties
Investment payable – related parties
consist of the following:
Name of Related Party
|
|
Relationship
|
|
Nature
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Wenhe Han (see Note 17 – Commitments and Contingencies)
|
|
Vice general manager of Tianjin Jiabaili
|
|
Payment for acquisition of Tianjin Jiabaili
|
|
$
|
113,537
|
|
|
$
|
261,216
|
|
Heping Zhang
|
|
General manager of Hubei Jinli
|
|
Payment for acquisition of Hubei Jinli
|
|
|
370,875
|
|
|
|
750,286
|
|
Total
|
|
|
|
|
|
|
484,412
|
|
|
|
1,011,502
|
|
Short-term
|
|
|
|
|
|
|
(204,648
|
)
|
|
|
(507,143
|
)
|
Long-term
|
|
|
|
|
|
$
|
279,764
|
|
|
$
|
504,359
|
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
The maturities schedule is as follows as
of July 31, 2019:
Repayment date
|
|
Amount
|
|
Due on demand
|
|
$
|
113,537
|
|
June 2020
|
|
|
101,683
|
|
June 2021
|
|
|
305,763
|
|
Debt discount
|
|
|
(36,571
|
)
|
Total
|
|
$
|
484,412
|
|
Debt discount
Debt discount, net of accumulated amortization,
totaled $36,571 and $1,021,413 as of July 31, 2019 and 2018, respectively, are recognized as a reduction of investment payable.
Amortization expense related to the debt discount, included in interest expense, was $493,102, $43,328 and $0 for the years ended
July 31, 2019, 2018 and 2017, respectively.
The Company repaid the payment for acquisition
of Hubei Jinli prior to the original due date, as a result, the Company recognized a one-time finance expenses of $489,439 at the
time for which the discount portion of the original due date payment were prepaid for the year ended July 31, 2019 and is included
in the caption “other (expense) income, net” on the accompanying consolidated statements of operations and comprehensive
loss.
Note 4 – Discontinued operations
On May 24, 2019, the Company’s Board, discussed
a plan to pursue the potential sale of all its ownership interest in Herbal Wine Co. and Wine Co. in order to shift the business
focus on its energy related business. The decision and action taken by the Company of disposing Herbal Wine Co. and Wine Co. represent
a major shift that will have a major effect on the Company’s operations and financial results, which trigger discontinued
operations accounting in accordance with ASC 205-20-45.
The fair value of discontinued operations,
determined as of July 31, 2019, includes estimated consideration expected to be received, less costs to sell. After consideration
of the determination of fair value of the discontinued operations, no impairment were indicated as of July 31, 2019.
Reconciliation of the carrying amounts of major classes of assets
and liabilities from discontinued operations in the consolidated balance sheets, including Herbal Wine Co. and Wine Co. as of July
31, 2019.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Carrying amounts of major classes of assets included as part
of discontinued operations:
|
|
July 31,
|
|
|
|
2019
|
|
CURRENT ASSETS:
|
|
|
|
Cash
|
|
$
|
1,929,899
|
|
Accounts receivable, net
|
|
|
471,889
|
|
Inventories, net
|
|
|
1,785,176
|
|
Advances to suppliers
|
|
|
181,101
|
|
Other current assets
|
|
|
73,707
|
|
Total current assets of discontinued operations
|
|
|
4,441,772
|
|
|
|
|
|
|
OTHER ASSETS:
|
|
|
|
|
Property, plant and equipment, net
|
|
|
4,588,449
|
|
Intangible assets, net
|
|
|
2,950,343
|
|
Goodwill
|
|
|
1,998,387
|
|
Total other assets of discontinued operations
|
|
|
9,537,179
|
|
|
|
|
|
|
Total assets of the disposal group classified as discontinued operations
|
|
$
|
13,978,951
|
|
Carrying amounts of major classes of liabilities included as part of discontinued operations:
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
Accounts payable
|
|
$
|
25,266
|
|
Advance from customers
|
|
|
1,124,608
|
|
Other payables and accrued liabilities
|
|
|
42,778
|
|
Income taxes payable
|
|
|
306,360
|
|
Total current liabilities of discontinued operations
|
|
|
1,499,012
|
|
|
|
|
|
|
Total liabilities of the disposal group classified as discontinued operations
|
|
$
|
1,499,012
|
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Reconciliation of the amounts of major
classes of income and losses from discontinued operations in the consolidated statements of operations and comprehensive loss,
including Herbal Wine Co. and Wine Co. for the year ended July 31, 2019.
|
|
For the Year Ended
July 31,
|
|
|
|
2019
|
|
Revenue:
|
|
|
|
Significant customer, former related party
|
|
$
|
246,939
|
|
Other customers
|
|
|
1,860,654
|
|
Total revenue
|
|
|
2,107,593
|
|
|
|
|
|
|
Cost of revenue
|
|
|
271,919
|
|
|
|
|
|
|
Gross profit
|
|
|
1,835,674
|
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
Selling expenses
|
|
|
24,644
|
|
General and administrative expenses
|
|
|
416,228
|
|
Total operating expenses
|
|
|
440,872
|
|
|
|
|
|
|
Income from operations
|
|
|
1,394,802
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
Other expense, net
|
|
|
(37,256
|
)
|
Interest income
|
|
|
2,211
|
|
Total other expenses, net
|
|
|
(35,045
|
)
|
|
|
|
|
|
Income before income taxes
|
|
|
1,359,757
|
|
|
|
|
|
|
Income tax expenses
|
|
|
(308,605
|
)
|
|
|
|
|
|
Net income from discontinued operations
|
|
|
1,051,152
|
|
|
|
|
|
|
Less: Net income attributable to non-controlling interest from discontinued operations
|
|
|
105,115
|
|
|
|
|
|
|
Net income from discontinued operations attributable to XT Energy Group, Inc.
|
|
$
|
946,037
|
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Note 5 – Accounts receivable, net
Accounts receivable, net, consist of the
following:
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
$
|
6,096,212
|
|
|
$
|
6,516,935
|
|
Less: allowance for doubtful accounts
|
|
|
(1,695,469
|
)
|
|
|
(1,374,155
|
)
|
Accounts receivable, net
|
|
|
4,400,743
|
|
|
|
5,142,780
|
|
Less: accounts receivable – discontinued operations
|
|
|
(471,889
|
)
|
|
|
-
|
|
Accounts receivable, net – continuing operations
|
|
$
|
3,928,854
|
|
|
$
|
5,142,780
|
|
During
the year ended July 31, 2019, the Company recorded a provision of $422,684 of allowance for doubtful accounts and wrote off $118,684
accounts receivable. Addition of $32,478 was attributable
to the acquisition of Wine Co. and Herbal Wine Co. Foreign currency translation effect amounted to $15,164. Balance of allowance
for doubtful accounts from discontinued operations amounted to $32,242.
During the year ended July 31, 2018, the
Company recognized $119,003 of recovery of allowance for doubtful accounts with foreign currency translation effect of $20,862.
During the year ended July 31, 2017, the Company recorded a provision of $1,395,152 of allowance for doubtful account. There are
no write-off and allowance for doubtful accounts from discontinued operations during the years ended July 31, 2018 and 2017.
Note 6 – Inventories, net
Inventories, net, consist of the following:
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
Raw materials and parts
|
|
$
|
1,607,472
|
|
|
$
|
1,725,258
|
|
Work in progress
|
|
|
258,634
|
|
|
|
124,507
|
|
Semi-finished goods
|
|
|
392,772
|
|
|
|
-
|
|
Finished goods
|
|
|
6,420,298
|
|
|
|
3,291,768
|
|
Total
|
|
|
8,679,176
|
|
|
|
5,141,533
|
|
Less: allowance for inventory reserve
|
|
|
(54,421
|
)
|
|
|
-
|
|
Inventories, net
|
|
|
8,624,755
|
|
|
|
5,141,533
|
|
Less: inventories – discontinued operations
|
|
|
(1,785,176
|
)
|
|
|
-
|
|
Inventories, net – continuing operations
|
|
$
|
6,839,579
|
|
|
$
|
5,141,533
|
|
For the year ended July 31, 2019, 2018 and
2017, an impairment of $263,720, $0, and $337,000, respectively, were recorded for inventories and reflected as cost of sales on
the accompanying statement of operations. For the years ended July 31, 2019, 2018 and 2017, the Company wrote off inventories of
$208,900, $341,609, and $0, respectively, from allowance for inventory reserve.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Note 7 – Contract assets
Contract assets consist of the following:
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
Revenue recognized to date
|
|
$
|
-
|
|
|
$
|
5,025,892
|
|
Billings to date
|
|
|
-
|
|
|
|
(2,142,484
|
)
|
Contract assets
|
|
$
|
-
|
|
|
$
|
2,883,408
|
|
Note 8 – Deposit for investment, net
On March 16, 2018, the Company entered
into a letter of intent to establish a 60% majority-owned subsidiary for a proposed supermarket project. Pursuant to the letter
of intent, the Company paid a deposit to an unrelated party that will be the 40% noncontrolling interest in the proposed project.
The deposit was $439,857 (RMB 3,000,000) and is expected to be used as working capital once the subsidiary is formed. On July 20,
2018, the Company rescinded the letter of intent and the unrelated party is required to fund the deposit to the Company by October
20, 2018. The Company collected $14,539 (RMB 100,000) as of October 31, 2018. The Company has received additional approximately
$0.1 million (RMB 710,000) in November 2018. In May 2019, the Company entered an extension agreement with the unrelated party to
extend the deadline for refunding the remaining balance of approximately $0.3 million (RMB 2,190,000) by July 2019. For the year
ended July 31, 2019, an impairment of $320,457 (RMB 2,190,000) was recorded for deposit for investment after collection effort
was made and the Company is unable to collect the remaining due. For the years ended July 31, 2018 and 2017, there was no such
impairment.
Note 9 – Property, plant and equipment, net
Property, plant and equipment consist of
the following:
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
Plant and buildings
|
|
$
|
11,773,196
|
|
|
$
|
6,662,554
|
|
Machinery equipment
|
|
|
9,040,901
|
|
|
|
6,711,556
|
|
Computer and office equipment
|
|
|
668,741
|
|
|
|
251,965
|
|
Vehicles
|
|
|
468,486
|
|
|
|
121,211
|
|
Plant improvement
|
|
|
1,146,692
|
|
|
|
729,766
|
|
Construction in progress
|
|
|
1,650,429
|
|
|
|
256,503
|
|
Subtotal
|
|
|
24,748,445
|
|
|
|
14,733,555
|
|
Less: accumulated depreciation
|
|
|
(5,098,140
|
)
|
|
|
(2,767,322
|
)
|
Property, plant and equipment, net
|
|
|
19,650,305
|
|
|
|
11,966,233
|
|
Less: property, plant and equipment – discontinued operations
|
|
|
(4,588,449
|
)
|
|
|
-
|
|
Property, plant and equipment, net – continuing operations
|
|
$
|
15,061,856
|
|
|
$
|
11,966,233
|
|
Depreciation expenses from continuing operations
for the years ended July 31, 2019, 2018 and 2017 were $999,036, $439,314 and $281,722, respectively. For the years ended July 31,
2019, 2018, and 2017, depreciation from continuing operations included in cost of sales was $590,391, $88,685, and $22,490 respectively.
For the years ended July 31, 2019, 2018, and 2017, depreciation from continuing operations included in selling, general and administrative
expenses was $408,645, $350,629 and $259,232, respectively.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Depreciation expenses from discontinued
operations for the year ended July 31, 2019 was $169,738. For the year ended July 31, 2019, depreciation from operations discontinued
operations included in cost of sales and selling, general and administrative expenses was $144,009 and $25,729, respectively.
Construction-in-progress consist of the
following as of July 31, 2019:
Construction-in-progress description
|
|
Value
|
|
|
Estimated
Completion date
|
|
Estimated Additional Cost to Complete
|
|
Synthetic fuel raw materials production line
|
|
$
|
860,040
|
|
|
Completed in August 2019
|
|
$
|
11,621
|
|
Factory plantation
|
|
|
280,026
|
|
|
Completed in August 2019
|
|
|
14,526
|
|
Fire safety equipment installation
|
|
|
152,306
|
|
|
November 2019
|
|
|
261,472
|
|
Piping
|
|
|
241,161
|
|
|
Completed in August 2019
|
|
|
58,105
|
|
Plant improvement
|
|
|
116,896
|
|
|
Completed and Inspected in August 2019
|
|
|
-
|
|
Total construction-in-progress
|
|
|
1,650,429
|
|
|
|
|
|
345,724
|
|
Less: construction-in-progress – discontinued operations
|
|
|
(116,896
|
)
|
|
|
|
|
-
|
|
Total construction-in-progress – continuing operations
|
|
$
|
1,533,533
|
|
|
|
|
$
|
345,724
|
|
Note 10 – Intangible assets, net
Intangible assets, net, consist of the
following:
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
Land use rights
|
|
$
|
7,227,670
|
|
|
$
|
4,581,842
|
|
Technology know-hows
|
|
|
1,812,147
|
|
|
|
1,829,072
|
|
Patents, licenses and certifications
|
|
|
2,408,430
|
|
|
|
2,935,293
|
|
Software
|
|
|
7,451
|
|
|
|
-
|
|
Less: accumulated amortization
|
|
|
(715,376
|
)
|
|
|
(85,564
|
)
|
Intangible assets, net
|
|
|
10,740,322
|
|
|
|
9,260,643
|
|
Less: intangible assets – discontinued operations
|
|
|
(2,950,343
|
)
|
|
|
-
|
|
Intangible assets, net – continuing operations
|
|
$
|
7,789,979
|
|
|
$
|
9,260,643
|
|
Amortization expenses from continuing operations
for the years ended July 31, 2019, 2018 and 2017 amounted to $752,826, $88,534 and $0, respectively.
Amortization expenses from discontinued
operations for the year ended July 31, 2019 amounted to $86,716.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Based on the finite-lived intangible assets
as of July 31, 2019, the expected amortization expenses from continuing operations are estimated as follows:
Twelve Months Ending July 31,
|
|
Estimated
Amortization Expense
|
|
|
|
|
|
2020
|
|
$
|
687,773
|
|
2021
|
|
|
686,408
|
|
2022
|
|
|
684,522
|
|
2023
|
|
|
683,077
|
|
2024
|
|
|
683,077
|
|
Thereafter
|
|
|
7,315,465
|
|
Total
|
|
|
10,740,322
|
|
Less: intangible assets – discontinued operations
|
|
|
(2,950,343
|
)
|
Total intangible assets, net – continuing operations
|
|
$
|
7,789,979
|
|
Note 11 – Goodwill
The changes in the carrying amount of goodwill by reportable
segment are as follows:
|
|
Hubei Jinli
|
|
|
Tianjin Jiabaili
|
|
|
Wine Co.
and Herbal
Wine Co.
|
|
|
Total
|
|
Balance as of July 31, 2017
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Goodwill acquired through acquisition
|
|
|
3,906,599
|
|
|
|
350,055
|
|
|
|
-
|
|
|
|
4,256,654
|
|
Foreign currency translation adjustment
|
|
|
(113,354
|
)
|
|
|
(10,157
|
)
|
|
|
-
|
|
|
|
(123,511
|
)
|
Balance as of July 31, 2018
|
|
|
3,793,245
|
|
|
|
339,898
|
|
|
|
-
|
|
|
|
4,133,143
|
|
Goodwill acquired through acquisitions
|
|
|
-
|
|
|
|
-
|
|
|
|
1,976,878
|
|
|
|
1,976,878
|
|
Goodwill impairment
|
|
|
-
|
|
|
|
(339,221
|
)
|
|
|
-
|
|
|
|
(339,221
|
)
|
Foreign currency translation adjustment
|
|
|
(35,100
|
)
|
|
|
(677
|
)
|
|
|
21,509
|
|
|
|
(14,268
|
)
|
Balance as of July 31, 2019
|
|
|
3,758,145
|
|
|
|
-
|
|
|
|
1,998,387
|
|
|
|
5,756,532
|
|
Less: goodwill – discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,998,387
|
)
|
|
|
(1,998,387
|
)
|
Goodwill – continuing operations
|
|
$
|
3,758,145
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
3,758,145
|
|
Note 12 – Debt
Short-term loan - bank
Outstanding balance of short-term loan
- bank consisted of the following:
Bank Name
|
|
Maturities
|
|
Interest rate
|
|
|
Collateral/Guarantee
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wuhan Rural Commercial Bank
|
|
Repaid in May 2019
|
|
|
7.00
|
%
|
|
Guarantee by Sheng Zhou and Heping Zheng, former shareholders of Hubei Jinli, and three other companies related to Sheng Zhou
|
|
$
|
-
|
|
|
$
|
733,095
|
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Current maturities of long-term loan
Outstanding balance of current maturities
of long-term loan consisted of the following:
Bank Name
|
|
Maturities
|
|
Interest rate
|
|
|
Collateral/Guarantee
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xianning Rural Commercial Bank*
|
|
Repaid in April 2019
|
|
|
5.83
|
%
|
|
Land use rights, plant and equipment, inventories
|
|
$
|
-
|
|
|
$
|
3,069,113
|
|
|
*
|
The
current maturities of long-term loan was acquired through the acquisition of Hubei Jinli on June 30, 2018 (see Note 3).
|
Short-term loan – third party
Outstanding balance of short-term loan
– third party consisted of the following:
Lender Name
|
|
Maturities
|
|
Interest rate
|
|
|
Collateral/Guarantee
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xianning Zhongying New Energy Service Co. Ltd.
|
|
Repaid in October 2018
|
|
|
4.75
|
%
|
|
None
|
|
$
|
-
|
|
|
$
|
175,943
|
|
Short-term loans – related parties
Name of Related Party
|
|
Relationship
|
|
Maturities
|
|
Interest rate
|
|
|
Collateral/ Guarantee
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zhou Deng Hua
|
|
Chief Executive Officer of the Company
|
|
Repaid in April 2019 & July 2019
|
|
|
None
|
|
|
None
|
|
$
|
-
|
|
|
$
|
5,864,759
|
|
Jian Zhou
|
|
Chairman of the Company
|
|
Repaid in May 2019
|
|
|
None
|
|
|
None
|
|
|
-
|
|
|
|
703,771
|
|
Hubei Henghao Real Estate Development Co., Ltd.
|
|
Bin Zhou, son of Zhou Deng Hua, is the executive director and general manager
|
|
Repaid in October 2018
|
|
|
12.00
|
%
|
|
None
|
|
|
-
|
|
|
|
13,195,707
|
|
Hubei Henghao Real Estate Development Co., Ltd
|
|
Bin Zhou, son of Zhou Deng Hua, is the executive director and general manager
|
|
Repaid in January 2019
|
|
|
4.75
|
%
|
|
None
|
|
|
-
|
|
|
|
381,209
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
$
|
-
|
|
|
$
|
20,145,446
|
|
Interest expense for the year ended July
31, 2019 amounted to $462,331, including $296,093 related parties interest expenses. Interest expense for the year ended July 31,
2018 amounted to $256,467, including $221,819 related parties interest expenses. Interest expense for the year ended July 31, 2017
amounted to $0.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Note 13 – Related party balances
and transactions
Sales to related parties
Sanhe Liguang Kelitai Equipment Ltd (“Sanhe Kelitai”)
In August 2016, Sanhe Xiangtian began three
construction projects for installation of PV panels with Sanhe Kelitai. Sanhe Kelitai is majority (95%) owned by Zhou Jian, the
Company’s Chairman of the Board. The Company had two construction projects for installation of PV panels with Sanhe Kelitai
as well as sold various PV panels products to this related party. For the years ended July 31, 2019, 2018 and 2017, revenue of
$0, $128,878 and $170,588, respectively, and costs of sales of $0, $112,890 and $147,466, respectively, were recognized related
to these projects.
Jian Zhou
For the year ended July 31, 2018, the Company
had one construction project for installation of PV panels with Jian Zhou’s property. Revenue of $29,013 and costs of sales
of $25,823 were recognized related to this project.
For the year ended July 31, 2019, the Company
sold Heat Pump products, PV Panels products and other parts to Jian Zhou. Revenue of $4,856 and costs of sales of $4,040 were recognized
related to this project.
Leases with related parties
Sanhe Xiangtian leases its principal
office, factory and dormitory from LuckSky Group in Sanhe City, Hebei Province, PRC. LuckSky Group is owned by Zhou Deng
Rong, the Company’s former Chief Executive Officer, and Zhou Jian, the Company’s Chairman. The space in the
office, factory and dormitory being leased are 1296, 5160 and 1200 square meters, respectively. The office and factory space
are leased for a rent of $105,053 (RMB 697,248) per year and the dormitory is leased for a rent of $19,527 (RMB 129,600) per
year. The leases expire on July 31, 2024 and are subject to renewal with a two-month advance written notice. This lease is
terminated in April 2019. For the years ended July 31, 2019, 2018 and 2017, rent expense for the lease with Lucksky Group was
$90,743, $127,182 and $125,930, respectively.
During year ended July 31, 2018, Sanhe
Xiangtian leased another office in Sanhe City from Sanhe Dong Yi Glass Machine Company Ltd (“Sanhe Dong Yi”) which
is owned by Zhou Deng Rong with the lease term expired on June 14, 2019 for a rent of approximately $7,000 (RMB 48,000) per year.
Sanhe Xiangtian renewed such lease under the same terms from June 15, 2019 to June 14, 2020. For the years ended July 31, 2019,
2018 and 2017, rent expense for this lease with Sanhe Dong Yi was $7,024, $22,149 and $0, respectively.
Related party balances
|
a.
|
Short-term loans – related parties (See Note 12)
|
|
b.
|
Other receivables – related parties:
|
Name of Related Party
|
|
Relationship
|
|
Nature
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Lei Su
|
|
Legal representative of Tianjin Jiabaili
|
|
Employee advances
|
|
$
|
2,905
|
|
|
$
|
-
|
|
Deng Hua Zhou
|
|
Chief Executive Officer
|
|
Employee advances
|
|
|
3,632
|
|
|
|
-
|
|
Total
|
|
|
|
|
|
$
|
6,537
|
|
|
$
|
-
|
|
|
c.
|
Accounts payable – related parties:
|
Name of Related Party
|
|
Relationship
|
|
Nature
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Xianning Baizhuang Tea Industry Co., Ltd.
|
|
Bin Zhou is the CEO of the company
|
|
Purchase of materials
|
|
$
|
9,554
|
|
|
$
|
-
|
|
Total
|
|
|
|
|
|
$
|
9,554
|
|
|
$
|
-
|
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
|
d.
|
Other payables – related parties:
|
Name of Related Party
|
|
Relationship
|
|
Nature
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Luck Sky International Investment Holdings Ltd.
|
|
Owned by Zhou Deng Rong, former Chief Executive Officer and director
|
|
Payment for U.S. professional fee
|
|
$
|
593,941
|
|
|
$
|
-
|
|
Lucksky Group
|
|
Owned by Zhou Deng Rong, former Chief Executive Officer and director, and Zhou Jian, Chairman
|
|
Lease payable
|
|
|
600,549
|
|
|
|
515,234
|
|
Sanhe Dong Yi
|
|
Owned by Zhou Deng Rong, former Chief Executive Officer and director
|
|
Lease payable
|
|
|
872
|
|
|
|
21,113
|
|
Hubei Henghao Real Estate Development Co., Ltd.
|
|
Bin Zhou, son of Zhou Deng Hua, is the executive director and generate manager
|
|
Interest payable
|
|
|
488,455
|
|
|
|
211,441
|
|
Zhou Deng Rong
|
|
Former Chief Executive Officer and director
|
|
Payment for U.S. professional fee
|
|
|
2,748,259
|
|
|
|
2,748,260
|
|
Zhou Deng Hua
|
|
Chief Executive Officer
|
|
Advances for operational purpose
|
|
|
-
|
|
|
|
289,572
|
|
Jian Zhou
|
|
Chairman
|
|
Advances for operational purpose
|
|
|
1,900,164
|
|
|
|
436,444
|
|
Zhimin Feng
|
|
Legal representative of Jingshan Sanhe
|
|
Advances for operational purpose
|
|
|
3,222
|
|
|
|
1,191
|
|
Wei Gu
|
|
General manager of Xiangtian Zhongdian
|
|
Advances for operational purpose
|
|
|
-
|
|
|
|
6,863
|
|
Heping Zhang
|
|
General Manager of Hubei Jinli
|
|
Payment for acquisition of Hubei Jinli
|
|
|
39,923
|
|
|
|
-
|
|
Total
|
|
|
|
|
|
$
|
6,375,385
|
|
|
$
|
4,230,118
|
|
|
e.
|
Investment payables – related parties (See Note 3)
|
Note 14 – Significant customer, former related party
Prior to April 10, 2014, Zhou Deng Rong,
the Company’s former Chief Executive Officer and director, owned 70% equity interest, and Zhou Jian, the Company’s
Chairman, owned the remaining 30% equity interest of Xianning Lucksky Aerodynamic Electricity (“Xianning Lucksky”).
Through April 10, 2014, Xianning Lucksky’s primary asset was a land use right for approximately 70 acres of land located
in Xianning, Hubei Province, PRC. On April 8, 2014, Zhou Deng Rong sold his 70% equity interest in Xianning Lucksky to an individual,
and Zhou Jian sold his 30% equity interest in Xianning Lucksky to another individual. The two individuals are unrelated to Zhou
Deng Rong or Jian Zhou, or any member of management of the Company, or any of its consolidated subsidiaries or VIE. As such, as
of April 8, 2014, the Company, or any of its shareholders, had no relationship to Xianning Lucksky.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
During the years ended July 31, 2019, 2018
and 2017, the Company entered into a series of sales contracts with Xianning Lucksky. These contracts represented approximately
$1,680,000, $1,156,000 and $6,800,000 of the Company’s revenue from continuing operations during the years ended July 31,
2019, 2018 and 2017, respectively. These contracts represented approximately $247,000 of the Company’s revenue from discontinued
operations during the years ended July 31, 2019. There are no revenue generated with Xianning Lucksky from discontinued operations
during the years ended July 31, 2018 and 2017.
On July 27, 2016, Xianning Xiangtian entered
into a rental agreement with Xianning Lucksky to lease 4,628 square meters’ space in a factory in Xianning, Hubei Province,
PRC. The space is leased for a rent of $83,132 (RMB 555,360) per year. The lease would expire on July 31, 2018 but the Company
terminated the lease early in February 2018 when the Company through Xiangtian Zhongdian signed another lease agreement which expired
on February 5, 2019 with a rent of approximately $25,000 (RMB 168,922) per year. Xiangtian Zhongdian renewed such lease under the
same terms from February 6, 2019 to February 5, 2021. During the years ended July 31, 2019, 2018 and 2017, rent expense related
to these leases was $25,000, $51,243 and $81,480, respectively.
On February 1, 2018, Xianning Xiangtian
entered into a lease with Xianning Lucksky for a space of 4,628 square meters in the factory in Xianning, Hubei province. The factory
space is leased for a rent of approximately $25,000 (RMB 168,922) per year from February 1, 2018 to July 31, 2020 and is subject
to renewal with a one-month advance written notice. Rent expense for this lease amounted to $25,000 and $0 for the years ended
July 31, 2019 and 2018, respectively.
On July 27, 2018, Xianning Xiangtian entered
into a lease with Xianning Lucksky for a space of 3,128 square meters in the factory in Xianning, Hubei province. The factory space
is leased for a rent of approximately $17,000 (RMB 114,172) per year from August 1, 2018 to July 31, 2020 and is subject to renewal
with a one-month advance written notice. Rent expense for this lease amounted to $17,000 and $0 for the years ended July 31, 2019
and 2018, respectively.
Note 15 – Employee benefits government plan
The Company participates in a government-mandated
multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided
to employees. PRC labor regulations require the Company to pay to the local labor bureau a monthly contribution calculated at a
stated contribution rate based on the basic monthly compensation of qualified employees. The relevant local labor bureau is responsible
for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution. As of July
31, 2019 and 2018, the outstanding amount due to the local labor bureau was $199,500 and $174,971, respectively, and is included
in Other Payables and Accrued Liabilities on the accompanying consolidated balance sheets.
Note 16 – Income taxes
Income tax
United States
On December 22, 2017, the “Tax Cuts
and Jobs Act” (the “Act”) was enacted. Under the provisions of the Act, the U.S. corporate tax rate decreased
from 34% to 21%. As the Company has a July 31 fiscal year-end, the lower corporate income tax rate will be phased in, resulting
in a U.S. statutory federal rate of 21% and approximately 28.6% for the Company’s fiscal year ending July 31, 2019 and 2018,
respectively. Accordingly, the Company has remeasured the Company’s deferred tax assets on net operating loss carryforwards
(“NOLs”) in the U.S at the lower enacted cooperated tax rate of 21%. However, this remeasurement has no effect on the
Company’s income tax expenses as the Company has provided a 100% valuation allowance on its deferred tax assets previously.
Additionally, the Act imposes a one-time
transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to
U.S. taxation. The change in rate has caused the Company to remeasure all U.S. deferred income tax assets and liabilities for temporary
differences and NOLs and recorded one time income tax payable to be paid in 8 years. However, this one-time transition tax has
no effect on the Company’s income tax expenses as the Company has no undistributed foreign earnings prior to December 31,
2018 which the Company has foreign cumulative losses at December 31, 2018.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
British Virgin Islands
Xiangtian BVI is incorporated in the British
Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon
payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
Xiangtian HK is incorporated in Hong Kong
and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance
with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. The Company did not make any provisions for Hong
Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax law,
Xiangtian HK is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance
of dividends.
PRC
The Company PRC subsidiaries and VIEs and
their controlled entities are governed by the income tax laws of the PRC and the income tax provision in respect to operations
in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations
and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax
at a rate of 25% after appropriate tax adjustments.
Significant components of the income tax expense consisted of
the following for the years ended July 31, 2019 and 2018:
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Current
|
|
$
|
2,272,843
|
|
|
$
|
170,678
|
|
|
$
|
263,025
|
|
Deferred
|
|
|
-
|
|
|
|
9,469
|
|
|
|
(104,784
|
)
|
Provision for income tax
|
|
|
2,272,843
|
|
|
|
180,147
|
|
|
|
158,241
|
|
Less: provision for income tax – discontinued operations
|
|
|
(308,605
|
)
|
|
|
-
|
|
|
|
-
|
|
Provision for income tax – continuing operations
|
|
$
|
1,964,238
|
|
|
$
|
180,147
|
|
|
$
|
158,241
|
|
Reconciliation of effective income tax rate from continuing
operations is as follows for the years ended July 31:
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
Statutory U.S. tax rate
|
|
|
(21.0
|
)%
|
|
|
(28.6
|
)%
|
|
|
(34.0
|
)%
|
Effect of PRC statutory tax rate
|
|
|
(4.0
|
)%
|
|
|
3.6
|
%
|
|
|
9.0
|
%
|
Less: valuation allowance
|
|
|
(713.8
|
)%
|
|
|
35.3
|
%
|
|
|
27.5
|
%
|
Deferred tax expense
|
|
|
0.0
|
%
|
|
|
(0.8
|
)%
|
|
|
2.4
|
%
|
Permanent difference*
|
|
|
(389.4
|
)%
|
|
|
6.6
|
%
|
|
|
(1.3
|
)%
|
Tax expense
|
|
|
(1128.2
|
)%
|
|
|
16.1
|
%
|
|
|
3.6
|
%
|
|
*
|
Permanent difference mainly attributable to the expenses incurred in the U.S. and Hong Kong
not being able to deducted in the Company’s PRC tax return and certain meal and entertainment expenses and related
parties interest expenses which in partially non-deductible under PRC income tax law. For the year ended July 31, 2019,
277.5%, 0.1% and 111.8% represents U.S., Hong Kong and PRC, respectively, expenses incurred not being able to be deducted in
the Company’s PRC tax return.
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Reconciliation of effective income tax rate from discontinued
operations is as follows for the years ended July 31:
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
Statutory U.S. tax rate
|
|
|
21.0
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
Effect of PRC statutory tax rate
|
|
|
4.0
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
Less: valuation allowance
|
|
|
0.6
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
Permanent difference
|
|
|
(2.9
|
)%
|
|
|
-
|
%
|
|
|
-
|
%
|
Tax expense
|
|
|
22.7
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
Significant components of the continuing
operations of the Company’s deferred tax assets as of July 31, 2019 and 2018 are approximately as follows:
|
|
2019
|
|
|
2018
|
|
Deferred tax assets:
|
|
|
|
|
|
|
Net operating loss carry forwards
|
|
$
|
1,967,400
|
|
|
$
|
911,400
|
|
Accounts receivable allowance
|
|
|
415,800
|
|
|
|
343,500
|
|
Inventory allowance
|
|
|
13,600
|
|
|
|
-
|
|
Deposit for investment allowance
|
|
|
79,500
|
|
|
|
-
|
|
Accrued liabilities
|
|
|
72,000
|
|
|
|
50,600
|
|
Warranty and other
|
|
|
16,300
|
|
|
|
16,400
|
|
Deferred tax assets before valuation allowance
|
|
|
2,564,600
|
|
|
|
1,321,900
|
|
Less: valuation allowance
|
|
|
(2,564,600
|
)
|
|
|
(1,321,900
|
)
|
Net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
As of July 31, 2019, the Company had U.S.
federal NOLs of approximately $5,094,000 that expire beginning in 2029 to 2038 with deferred tax assets of approximately $1,070,000.
As of July 31, 2019, the Company had approximately $30,000 of NOLs related to its Hong Kong holding companies that can be carryforward
indefinitely with deferred tax assets of approximately $5,000. As of July 31, 2019, the Company had approximately $3,571,000 of
NOLs related to its PRC subsidiaries and VIEs that expire in years 2019 through 2023 with deferred tax assets of approximately
$893,000. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon
future generation for taxable income during the periods in which temporary differences representing net future deductible amounts
become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and
tax planning strategies in making this assessment. After consideration of all the information available, management believes that
significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full
valuation allowance as of July 31, 2019.
Significant components of the discontinued
operations of the Company’s deferred tax assets as of July 31, 2019 and 2018 are approximately as follows:
|
|
2019
|
|
|
2018
|
|
Deferred tax assets:
|
|
|
|
|
|
|
Accounts receivable allowance
|
|
$
|
8,100
|
|
|
$
|
-
|
|
Less: valuation allowance
|
|
|
(8,100
|
)
|
|
|
-
|
|
Net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
The Company evaluated the provisions of
ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC
740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company
has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax
return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.”
A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized
tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position
that was not recognized as a result of applying the provisions of ASC 740.
If applicable, interest costs related to
the unrecognized tax benefits are required to be calculated and would be classified as “Other Income (Expense)” in
the statement of operations. Penalties would be recognized as a component of “General and Administrative Expenses”
in the statement of operations. The Company filed its July 31, 2016 and 2017 corporation income tax return in November 2018. For
the year ended, July 31, 2018, $2,783 of estimated interest costs and $80,000 of estimated penalty were recorded in relation to
the Company’s late filing of July 31, 2016 and 2017 corporation income tax return. The Company stayed current with its July
31, 2018 tax return filing. No interest or penalty on unpaid tax was recorded during the year ended July 31, 2019. As of July 31,
2019 and 2018, other than discussed above, no liability for unrecognized tax benefits was required to be reported. The Company
does not expect any significant changes in its unrecognized tax benefits in the next quarter.
Note 17 – Commitments and contingencies
Operating leases
The total future minimum lease payments
under the non-cancellable operating leases as of July 31, 2019 are payable as follows:
Twelve months ending July 31,
|
|
Minimum Lease Payment
|
|
2020
|
|
$
|
531,058
|
|
2021
|
|
|
1,069,633
|
|
2022
|
|
|
601,241
|
|
2023
|
|
|
333,716
|
|
2024
|
|
|
436
|
|
Thereafter
|
|
|
872
|
|
Total minimum payments required
|
|
$
|
2,536,956
|
|
Rental expense of the Company from continuing
operations for the years ended July 31, 2019, 2018 and 2017 were $1,102,164, $304,663, and $212,610, respectively. Rental expense
of the Company from discontinued operations for the years ended July 31, 2019, 2018 and 2017 were $0.
Purchase commitment
The total future minimum purchase commitment
under the non-cancelable purchase contracts as of July 31, 2019 are payable as follows:
Twelve months ending July 31,
|
|
Amount
|
|
2020
|
|
$
|
43,837
|
|
Thereafter
|
|
|
-
|
|
Total minimum payments required
|
|
|
43,837
|
|
Less: purchase commitments – discontinued operations
|
|
|
(43,837
|
)
|
Total purchase commitments – continuing operations
|
|
$
|
-
|
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Contingencies
Cancellation of restricted common stock
On September 23, 2013, the Company issued
60,000,000 shares of restricted common stock at $0.001 per share to Mr. Roy Thomas Phillips, who was then a consultant to the Company
and later served as the acting Chief Financial Officer of the Company beginning July 29, 2014, and two other non-related parties
obtained a total of 7,000,000 shares of restricted common stock. The shares were issued in contemplation of a secondary offering.
The Company takes the position that these shares should be cancelled since no secondary offering was consummated. The Company is
taking steps to have these shares canceled. The Company valued the 67,000,000 shares of common stock issued at $67,000 as there
was no market for the Company’s common stock and it has limited or no trading; and there is thought to be minimal value in
the Company at the time of issuance, therefore the par value is thought to match the assumed market price of the Company’s
common stock which is at $0.001 per share. The Company might incur additional expenses to have these shares canceled. On July 24,
2015, 7,000,000 shares issued to two other non-related parties were cancelled. On January
29, 2019, the Company commenced an action against Global Select Advisors Ltd. (“Global Select”) in the First Judicial
District Court of Nevada (the “Court”) to cancel 60 million shares of common stock of the Company that, without proper
authorization, were issued to Roy Thomas Phillips, a former consultant and acting Chief Financial Officer of the Company, and subsequently
transferred to Global Select. On February 25, 2019, the Clerk of the Court entered a default against Global Select as a result
of Global Select’s failure to respond to the Company’s complaint. The Company filed a motion for default judgment
pursuant to which the Company sought an order authorizing the Company to cancel the 60 million shares. The Company’s motion
for default judgement was granted and the shares were cancelled in April 2019.
Contract dispute – Sanhe Xiangtian
vs. Shandong Taidai
Sanhe Xiangtian is involved in a litigation
with Shandong Taidai Photovoltaic Technology Co., Ltd. (“Shandong Taidai”) for contractual dispute. Sanhe Xiangtian
filed a complaint on January 24, 2018 with the Sanhe People’s Court and claimed for damages of RMB 1,000,000 (approximately
$149,245) caused by Shandong Taidai as it provided the unqualified construction project. On June 5, 2019, the court ruled Shandong
Taidai to pay for the damages of Sanhe Xiangtian in the amount RMB 15,826,000 (approximately $2.3 million) and other associated
fees of RMB 23,000 (approximately $3,000). As of the date of this report, the Company has not received any appealing notice from
Shandong Taidai. The Company does not believe the litigation will have significant impact on its consolidated financial statements
as the Company will record the gain contingency upon receiving the settlement charges.
Shandong Taidai filed a lawsuit against
Sanhe Xiangtian with Dongying City Intermediate People’s Court of Shandong Province on November 29, 2018 regarding the same
project and claimed unpaid work of RMB 4,089,150 (approximately $610,284) and liquidated damages of RMB 2,025,139 (approximately
$302,242). As of December 19, 2018, Sanhe Xiangtian has submitted an application objecting to the jurisdiction of Dongying City
Intermediate People’s Court of but the application was rejected. On January 23, 2019, Sanhe Xiangtian appealed the ruling
in the jurisdiction of Dongying City Intermediate People’s Court. Currently, the case is under review by the Dongying City
Intermediate People’s Court. The Company does not believe the litigation will have a material impact on its current operations
and financial statements as the accounts payable amount has been properly accrued.
Acquisition payment dispute –
Sanhe Xiangtian vs. Wehhan Han and Guifen Wang
On March 19, 2019, Wenhe Han and Guifen
Wang, former shareholders of Tianjin Jiabaili (collectively known as the “Plaintiffs”), filed a lawsuit against Xianning
Xiangtian in People’s Court of Jizhou District, Tianjin City for a dispute over the equity transfer of Tianjin Jiabaili between
Plaintiffs and Xianning Xiangtian. The Plaintiffs claimed a damage amounting to RMB 2,000,000 (approximately $0.3 million) for
breach of contract and demanded immediate payment on the unpaid equity transfer balance of RMB 1,720,000 (approximately $0.3 million).
A hearing was held on April 23, 2019 and the court approved the request of the Plaintiffs to freeze Xianning Xiangtian’s
assets worth of RMB 3,720,000 (approximately $0.6 million) before a judgement is rendered. As of the date of this report, the freeze
order has not been enforced and the Company has not received the list of assets subject to this order. Management currently cannot
estimate the outcome of the litigation.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
On April 15, 2019, Xianning Xiangtian filed
a lawsuit against Wenhan Han and Guifen Wang, former shareholders of Tianjin Jiabaili, for the same dispute over the equity transfer
of Tianjin Jiabaili in the People’s Court of Jizhou District, Tianjin City. Xianning Xiangtian claimed a damage amounting
to RMB 2,000,000 (approximately $0.3 million) and demanded immediate refund of RMB 5,080,000 (approximately $0.8 million) plus
a 6% annual interest starting from April 15, 2019 due to misrepresentation of the production facility of Tianjin Jiabaili from
the former shareholders of Tianjin Jiabiali. A hearing is scheduled on June 11, 2019 and the court approved the request of the
Company to freeze Wenhan Han and Guifen Wang’s personal assets worth of RMB 7,080,000 (approximately $1.0 million). Currently,
the case is under review by the Dongying City Intermediate People’s Court. Management currently cannot estimate the outcome
of the litigation.
Other legal matters
From time to time, the Company is a party
to various legal actions arising in the ordinary course of business. The majority of these claims and proceedings related to or
arise from, being guarantor of a third party and employment contract dispute. The Company accrues costs related to these matters
when they become probable and as a result the amount of loss can be reasonably estimated. In determining whether a loss from a
claim is probable, and if it is possible to estimate the potential litigation losses. In those situations, the Company discloses
an estimate of the probable losses or a range of possible losses, if such estimates can be made.
As of July 31, 2019, the type of complaints
and disputes and their potential claims that the Company does not accrue costs for potential litigation losses as the probability
of repaying these claims are remote. These potential are summarized as follows:
Labor dispute – Qiao Lijuan vs. Tianjin
JiaBaiLi
Regarding the labor dispute
lawsuit between Qiao Lijuan and Tianjin JiaBaiLi Petroleum Products Co., Ltd. (Hereinafter referred to as “JiaBaiLi”),
on July 23, 2019, Qiao Lijuan sued JiaBaiLi (Defendant A) and the 1st Sales Company of JiaBaiLi (Defendant B) before Jizhou Court
claiming Defendant B to pay RMB 7,000 (approximately $1,000) for salary, Defendant A to bear the joint and several liability and
both Defendant A and B to bear the litigation fees. Currently, such case is in the process of court hearing and deliberation. The
Company does not believe the litigation will have a material impact on its current operations and financial statements.
Negotiable instruments dispute – Kelin
Environmental Protection Equipment, Inc.
Regarding the negotiable
instruments dispute of Kelin Environmental Protection Equipment, Inc. (Hereinafter referred to as “Kelin”), as Kelin
had not paid the draft due and expired, it was pursued by the holders. Xiangtian Zhongdian, as the one of the endorsers, are involved
in 14 lawsuits currently and the amount is RMB 4.1 million (approximately $0.6 million). Xiangtian Zhongdian may be jointly and
severally liable in the above cases, but it may recourse to the former endorsers after compensation.
Dispute matter
|
|
Claim amount
|
|
1) Negotiable instruments
|
|
$
|
551,997
|
|
2) Labor
|
|
|
1,017
|
|
Total
|
|
$
|
553,014
|
|
Shimen Government Inquiry
On
June 10, 2019, Xianning Xiangtian received an inquiry from Shimen County Market Supervision Bureau (the "Bureau")
with respect to a formal investigation it initiated against Xianning Xiangtian on May 10, 2019. The Bureau stated it is
investigating that Xianning Xiangtian was selling its shares to the public in anticipation of a Nasdaq listing in the near
future as part of a multi-level marketing scheme. On June 14, 2019, Xianning Xiangtian issued a Letter of Statement in
response to the inquiry and stated Xianning Xiangtian never issued any shares to the unspecified public since its
incorporation and that all of the Company's shares are registered with VStock Transfer Agent. Following Xianning
Xiangtian’s delivery of its Letter of Statement, it has not received any further inquiries from the Bureau. The Company
believes that these allegations are false and without merit, and intends to vigorously defend against it.
Variable interest entity structure
In the opinion of management, (i) the corporate
structure of the Company is in compliance with existing PRC laws and regulations; (ii) the New VIE Agreements are valid and binding,
and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of Xiangtian
Shenzhen and the VIE are in compliance with existing PRC laws and regulations in all material respects.
However, there are substantial uncertainties
regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be
assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its management. If
the current corporate structure of the Company or the New VIE Agreements is found to be in violation of any existing or future
PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply
with changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company’s
current corporate structure or the New VIE Agreements is remote based on current facts and circumstances.
Note 18 – Stockholders’
equity
In June 2017, the Board of Directors of
the Company adopted the 2017 Stock Incentive Plan (the “Plan”) under which 30 million shares of common stock are available
for issuances.
As of July 31, 2019, the Company did not
grant any awards under the Plan.
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
During the year ended July 31, 2019, Mr.
Jian Zhou, the Company’s Chairman and principal stockholder as well as a shareholder of Xianning Xiangtian, and Zhou Deng
Rong, the Company’s former Chief Executive Officer and director, contributed $30,820,127 of additional paid in capital in
Xianning Xiangtian.
As
discussed in Note 17, the Company cancelled 60 million shares in April 2019.
Note 19 – Concentrations
Customer concentration risk
For the year ended July 31, 2019, two customers
accounted for 34.7% and 23.6% of the Company’s total revenues. For the year ended July 31, 2018, three customers accounted
for 23.3%, 19.1% and 15.0% of the Company’s total revenues. For the year ended July 31, 2017, two customers accounted for
71.4% and 11.8% of the Company’s total revenues.
As of July 31, 2019, four customers accounted
for 20.8%, 17.7%, 17.3% and 12.9% of the total balance of accounts receivable, respectively. As of July 31, 2018, three customers
accounted for 32.0%, 15.0% and 12.3% of the total balance of accounts receivable, respectively.
Vendor concentration risk
For the year ended July 31, 2019, two vendors
accounted for 35.0% and 20.5% of the Company’s total purchases. For the year ended July 31, 2018, four vendors accounted
for 19.0%, 18.3%, 15.4% and 10.9% of the Company’s total purchases. For the year ended July 31, 2017, four vendors accounted
for 13.6%, 11.6%, 11.2% and 10.9% of the Company’s total purchases.
As of July 31, 2019, three vendors accounted
for 49.8%, 13.7% and 11.4% of the total balance of accounts payable, respectively. As of July 31, 2018, four vendors accounted
for 29.8%, 15.7%, 14.0% and 11.7% of the total balance of accounts payable, respectively.
Note 20 – Segment reporting
Starting in April 2018, the Company began
to evaluate performance and to determine resource allocations based on a number of factors, the primary measurement being income
from operations of the Company’s nine reportable divisions in the PRC: Sanhe Xiangtian, Xianning Xiangtian, Xiangtian Zhongdian,
Jingshan Sanhe, Hubei Jinli, Tianjin Jiabaili, Xiangtian Trade, Wine Co., and Herbal Wine Co. Tianjin Jiabaili did not have any
operations as of July 31, 2019. Prior period numbers are broken down for purposes of comparison.
These reportable divisions are consistent
with the way the Company manages its business and each division operates under separate management groups and produces discrete
financial information. The accounting principles applied at the operating division level in determining income (loss) from operations
is generally the same as those applied at the consolidated financial statement level.
The following represents results of division
operations for the years ended July 31, 2019, 2018 and 2017:
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Sanhe Xiangtian
|
|
$
|
3,034,530
|
|
|
$
|
9,488,621
|
|
|
$
|
9,472,865
|
|
Xianning Xiangtian
|
|
|
8,684,086
|
|
|
|
946,780
|
|
|
|
48,506
|
|
Jingshan Sanhe
|
|
|
11,979,135
|
|
|
|
909,713
|
|
|
|
-
|
|
Xiangtian Zhongdian
|
|
|
23,080,822
|
|
|
|
3,682,011
|
|
|
|
-
|
|
Hubei Jinli
|
|
|
6,310,495
|
|
|
|
242,663
|
|
|
|
-
|
|
Xiangtian Trade
|
|
|
37,845
|
|
|
|
-
|
|
|
|
-
|
|
Wine Co.
|
|
|
1,820,844
|
|
|
|
-
|
|
|
|
-
|
|
Herbal Wine Co.
|
|
|
286,749
|
|
|
|
-
|
|
|
|
-
|
|
Consolidated revenues
|
|
|
55,234,506
|
|
|
|
15,269,788
|
|
|
|
9,521,371
|
|
Less: revenues – discontinued operations
|
|
|
(2,107,593
|
)
|
|
|
-
|
|
|
|
-
|
|
Revenues – continuing operations
|
|
$
|
53,126,913
|
|
|
$
|
15,269,788
|
|
|
$
|
9,521,371
|
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Gross profit:
|
|
|
|
|
|
|
|
|
|
Sanhe Xiangtian
|
|
$
|
1,058,894
|
|
|
$
|
1,678,488
|
|
|
$
|
910,106
|
|
Xianning Xiangtian
|
|
|
1,455,529
|
|
|
|
250,714
|
|
|
|
68,058
|
|
Jingshan Sanhe
|
|
|
4,250,457
|
|
|
|
225,038
|
|
|
|
-
|
|
Xiangtian Zhongdian
|
|
|
2,158,825
|
|
|
|
445,710
|
|
|
|
-
|
|
Hubei Jinli
|
|
|
3,948,573
|
|
|
|
38,374
|
|
|
|
-
|
|
Xiangtian Trade
|
|
|
37,845
|
|
|
|
-
|
|
|
|
-
|
|
Wine Co.
|
|
|
1,589,576
|
|
|
|
-
|
|
|
|
-
|
|
Herbal Wine Co.
|
|
|
246,098
|
|
|
|
-
|
|
|
|
-
|
|
Consolidated gross profit
|
|
|
14,745,797
|
|
|
|
2,638,324
|
|
|
|
978,164
|
|
Less: gross profit – discontinued operations
|
|
|
(1,835,674
|
)
|
|
|
-
|
|
|
|
-
|
|
Gross profit – continuing operations
|
|
$
|
12,910,123
|
|
|
$
|
2,638,324
|
|
|
$
|
978,164
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
Sanhe Xiangtian
|
|
$
|
(219,521
|
)
|
|
$
|
385,643
|
|
|
$
|
(3,653,553
|
)
|
Xianning Xiangtian
|
|
|
(342,335
|
)
|
|
|
(394,376
|
)
|
|
|
(436,327
|
)
|
Jingshan Sanhe
|
|
|
1,722,380
|
|
|
|
34,279
|
|
|
|
-
|
|
Xiangtian Zhongdian
|
|
|
1,104,729
|
|
|
|
267,118
|
|
|
|
-
|
|
Hubei Jinli
|
|
|
2,453,399
|
|
|
|
(125,633
|
)
|
|
|
-
|
|
Tianjin Jiabaili
|
|
|
(1,440,112
|
)
|
|
|
(23,784
|
)
|
|
|
-
|
|
Xiangtian Trade
|
|
|
17,772
|
|
|
|
-
|
|
|
|
-
|
|
Wine Co.
|
|
|
1,255,129
|
|
|
|
-
|
|
|
|
-
|
|
Herbal Wine Co.
|
|
|
139,673
|
|
|
|
-
|
|
|
|
-
|
|
All four holding entities
|
|
|
(1,959,108
|
)
|
|
|
(992,678
|
)
|
|
|
(325,589
|
)
|
Consolidated income (loss) from operations
|
|
|
2,732,006
|
|
|
|
(849,431
|
)
|
|
|
(4,415,469
|
)
|
Less: income from operations – discontinued operations
|
|
|
(1,394,802
|
)
|
|
|
-
|
|
|
|
-
|
|
Income (loss) from operations – continuing operations
|
|
$
|
1,337,204
|
|
|
$
|
(849,431
|
)
|
|
$
|
(4,415,469
|
)
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Net income (loss) attributable to controlling interest:
|
|
|
|
|
|
|
|
|
|
Sanhe Xiangtian
|
|
$
|
(298,763
|
)
|
|
$
|
274,981
|
|
|
$
|
(3,688,902
|
)
|
Xianning Xiangtian
|
|
|
(1,579,641
|
)
|
|
|
(650,479
|
)
|
|
|
(436,007
|
)
|
Jingshan Sanhe
|
|
|
904,315
|
|
|
|
25,006
|
|
|
|
-
|
|
Xiangtian Zhongdian
|
|
|
562,792
|
|
|
|
156,059
|
|
|
|
-
|
|
Hubei Jinli
|
|
|
1,773,869
|
|
|
|
(161,799
|
)
|
|
|
-
|
|
Tianjin Jiabaili
|
|
|
(1,455,079
|
)
|
|
|
(23,817
|
)
|
|
|
-
|
|
Xiangtian Trade
|
|
|
13,685
|
|
|
|
-
|
|
|
|
-
|
|
Wine Co.
|
|
|
816,129
|
|
|
|
-
|
|
|
|
-
|
|
Herbal Wine Co.
|
|
|
129,908
|
|
|
|
-
|
|
|
|
-
|
|
All four holding entities
|
|
|
(1,952,508
|
)
|
|
|
(986,256
|
)
|
|
|
(439,250
|
)
|
Consolidated net income (loss) attributable to controlling interest
|
|
|
(1,085,293
|
)
|
|
|
(1,366,305
|
)
|
|
|
(4,564,159
|
)
|
Less: net income attributable to controlling interest - discontinued operations
|
|
|
(946,037
|
)
|
|
|
-
|
|
|
|
-
|
|
Net loss attributable to controlling interest - continuing operations
|
|
$
|
(2,031,330
|
)
|
|
$
|
(1,366,305
|
)
|
|
$
|
(4,564,159
|
)
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Depreciation and amortization expenses:
|
|
|
|
|
|
|
|
|
|
Sanhe Xiangtian
|
|
$
|
166,547
|
|
|
$
|
260,404
|
|
|
$
|
261,585
|
|
Xianning Xiangtian
|
|
|
787
|
|
|
|
69,932
|
|
|
|
20,137
|
|
Jingshan Sanhe
|
|
|
98,103
|
|
|
|
1,345
|
|
|
|
-
|
|
Xiangtian Zhongdian
|
|
|
287,918
|
|
|
|
100,468
|
|
|
|
-
|
|
Hubei Jinli
|
|
|
977,661
|
|
|
|
79,178
|
|
|
|
-
|
|
Tianjin Jiabaili
|
|
|
220,297
|
|
|
|
16,521
|
|
|
|
-
|
|
Xiangtian Trade
|
|
|
549
|
|
|
|
-
|
|
|
|
-
|
|
Wine Co.
|
|
|
215,738
|
|
|
|
-
|
|
|
|
-
|
|
Herbal Wine Co.
|
|
|
40,716
|
|
|
|
-
|
|
|
|
-
|
|
Consolidated depreciation and amortization expenses
|
|
|
2,008,316
|
|
|
|
527,848
|
|
|
|
281,722
|
|
Less: depreciation and amortization expenses - discontinued operations
|
|
|
(256,454
|
)
|
|
|
-
|
|
|
|
-
|
|
Depreciation and amortization expenses - continuing operations
|
|
$
|
1,751,862
|
|
|
$
|
527,848
|
|
|
$
|
281,722
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
Sanhe Xiangtian
|
|
$
|
5,869
|
|
|
$
|
12,827
|
|
|
$
|
-
|
|
Xianning Xiangtian
|
|
|
783,327
|
|
|
|
256,048
|
|
|
|
-
|
|
Hubei Jinli
|
|
|
166,237
|
|
|
|
30,920
|
|
|
|
-
|
|
Consolidated interest expense
|
|
$
|
955,433
|
|
|
$
|
299,795
|
|
|
$
|
-
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Capital expenditures:
|
|
|
|
|
|
|
|
|
|
Sanhe Xiangtian
|
|
$
|
106,823
|
|
|
$
|
97,534
|
|
|
$
|
1,940,552
|
|
Xianning Xiangtian
|
|
|
5,890
|
|
|
|
2,987
|
|
|
|
48,643
|
|
Jingshan Sanhe
|
|
|
3,371,741
|
|
|
|
450,249
|
|
|
|
-
|
|
Xiangtian Zhongdian
|
|
|
8,267
|
|
|
|
36,076
|
|
|
|
-
|
|
Hubei Jinli
|
|
|
497,402
|
|
|
|
1,154
|
|
|
|
-
|
|
Tianjin Jiabaili
|
|
|
135,333
|
|
|
|
-
|
|
|
|
-
|
|
Xiangtian Trade
|
|
|
511
|
|
|
|
-
|
|
|
|
-
|
|
Wine Co.
|
|
|
366,886
|
|
|
|
-
|
|
|
|
-
|
|
All four holding entities
|
|
|
18,500
|
|
|
|
-
|
|
|
|
-
|
|
Consolidated capital expenditures
|
|
|
4,511,353
|
|
|
|
588,000
|
|
|
|
1,989,195
|
|
Less: capital expenditures - discontinued operations
|
|
|
(366,886
|
)
|
|
|
-
|
|
|
|
-
|
|
Capital expenditures - continuing operations
|
|
$
|
4,144,467
|
|
|
$
|
588,000
|
|
|
$
|
1,989,195
|
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
Total assets of each division as of July
31, 2019 and 2018 consisted of the following:
|
|
July 31,
2019
|
|
|
July 31,
2018
|
|
Total assets:
|
|
|
|
|
|
|
Sanhe Xiangtian
|
|
$
|
4,889,875
|
|
|
$
|
11,355,619
|
|
Xianning Xiangtian
|
|
|
7,969,624
|
|
|
|
4,689,100
|
|
Jingshan Sanhe
|
|
|
6,969,849
|
|
|
|
3,513,449
|
|
Xiangtian Zhongdian
|
|
|
7,731,512
|
|
|
|
12,620,210
|
|
Hubei Jinli
|
|
|
21,635,194
|
|
|
|
22,489,702
|
|
Tianjin Jiabaili
|
|
|
302,518
|
|
|
|
4,111,706
|
|
Xiangtian Trade
|
|
|
483,168
|
|
|
|
-
|
|
Wine Co.
|
|
|
11,005,886
|
|
|
|
-
|
|
Herbal Wine Co.
|
|
|
2,973,064
|
|
|
|
-
|
|
All four holding entities
|
|
|
416,098
|
|
|
|
248,164
|
|
Consolidated assets
|
|
|
64,376,788
|
|
|
|
59,027,950
|
|
Less: assets - discontinued operations
|
|
|
(13,978,950
|
)
|
|
|
-
|
|
Total assets - continuing operations
|
|
$
|
50,397,838
|
|
|
$
|
59,027,950
|
|
Note 21 – Quarterly unaudited
results
The results of operations by quarter for the years ended July
31, 2019, 2018 and 2017 are as follows:
|
|
2019
|
|
|
|
(in thousands, except per share information)
|
|
|
|
Q1
|
|
|
Q2
|
|
|
Q3
|
|
|
Q4
|
|
Net revenue
|
|
$
|
19,988
|
|
|
$
|
21,411
|
|
|
$
|
6,790
|
|
|
$
|
4,938
|
|
Gross profit
|
|
$
|
4,196
|
|
|
$
|
5,376
|
|
|
$
|
2,364
|
|
|
$
|
974
|
|
Net income (loss) from continuing operations
|
|
$
|
1,376
|
|
|
$
|
1,373
|
|
|
$
|
(593
|
)
|
|
$
|
(4,188
|
)
|
Net income from discontinued operations
|
|
$
|
-
|
|
|
$
|
244
|
|
|
$
|
685
|
|
|
$
|
17
|
|
Earnings (loss) per common shares – basic and diluted from continuing operations
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
Earnings (loss) per common shares – basic and diluted from discontinued operations
|
|
$
|
-
|
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
XT Energy Group,
Inc. and Subsidiaries
(Formerly Known as Xiangtian (USA) Air Power Co. Ltd.)
Notes to Consolidated Financial Statements
|
|
2018
|
|
|
|
(in thousands, except per share information)
|
|
|
|
Q1
|
|
|
Q2
|
|
|
Q3
|
|
|
Q4
|
|
Net revenue
|
|
$
|
355
|
|
|
$
|
232
|
|
|
$
|
424
|
|
|
$
|
14,259
|
*
|
Gross profit
|
|
$
|
38
|
|
|
$
|
57
|
|
|
$
|
115
|
|
|
$
|
2,428
|
*
|
Net income (loss)
|
|
$
|
(856
|
)
|
|
$
|
(669
|
)
|
|
$
|
(682
|
)
|
|
$
|
841
|
|
Net income (loss) per share, basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
0.00
|
|
|
*
|
During the quarter ended July 31, 2018, the Company recognized
sales and installation of power generation systems of approximately $2.1 million with gross profit of approximately $343,000 and
sales of products of approximately $1.5 million with gross profit of approximately $245,000, which the completion of installation
and delivery of products were occurred during the quarter ended July 31, 2017. These revenues were contributed from the same customer
and being deferred and recognized during the quarter ended July 31, 2018 mainly due the collectability were assured after additional
inspections of the Company’s projects and products with payment approval in September 2018 before the issuance of the Company’s
year ended July 31, 2018 financial statements. The Company also performed impairment testing on the contract assets (See Note
7) as of July 31, 2017 and determined no allowance on contract assets were deemed necessary as the Company’s products can
easily be dismantled and resold above its contract assets if the Company were unable to pass the second inspections.
|
|
|
2017
|
|
|
|
(in thousands, except per share information)
|
|
|
|
Q1
|
|
|
Q2
|
|
|
Q3
|
|
|
Q4
|
|
Net revenue
|
|
$
|
87
|
|
|
$
|
966
|
|
|
$
|
3,277
|
|
|
$
|
5,191
|
|
Gross profit
|
|
$
|
15
|
|
|
$
|
132
|
|
|
$
|
512
|
|
|
$
|
319
|
|
Net loss
|
|
$
|
(651
|
)
|
|
$
|
(321
|
)
|
|
$
|
(109
|
)
|
|
$
|
(3,483
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|