Quarterly Report (10-q)

Date : 11/14/2017 @ 11:04AM
Source : Edgar (US Regulatory)
Stock : Atlas Technology International Inc. (QB) (ATLT)
Quote : 0.3  -0.01 (-3.23%) @ 4:10PM

Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the Quarterly Period Ended September 30, 2017

or 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-55457

 

ATLAS TECHNOLOGY INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   47-1391708
(State or other jurisdiction of organization)   (I.R.S. Employer incorporation of Identification No.

 

15260 Ventura Boulevard, Suite 1010 Sherman Oaks, California

(Address of principal executive offices)

 

(888) 992 8527

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
(Do not check if a smaller reporting company)    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐  No ☒

 

As of November 14, 2017, the registrant had 58,107,247 shares of its common stock issued and outstanding, respectively.

i  
 

 

ATLAS TECHNOLOGY INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

September 30, 2017

 

TABLE OF CONTENTS

  Page
PART I - FINANCIAL INFORMATION F-1
Item 1. Financial Statements (Unaudited) F-2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4. Controls and Procedures 14
PART II - OTHER INFORMATION 15
Item 1. Legal Proceedings 15
Item 1A. Risk Factors 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Mine Safety Disclosure 15
Item 5. Other Information 15
Item 6. Exhibits 15
SIGNATURES 16

ii  
 

 

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

iii  
 

 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The following unaudited interim financial statements of Atlas Technology International, Inc. (referred to herein as the "Company," "we," "us" or "our") are included in this quarterly report on Form 10-Q:

Atlas Technology International, Inc.

Index to the Consolidated Financial Statements (Unaudited)

 

Consolidated Balance Sheets at September 30, 2017 (Unaudited) and June 30, 2017 F-2
   
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for the Three Months Ended September 30, 2017 and 2016 F-3
   
Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended September 30, 2017 and 2016 F-4
   
Notes to the Unaudited Consolidated Financial Statements F-5


  F- 1  

 

 

Atlas Technology International, Inc.

Consolidated Balance Sheets

 

    As of September 30,
2017
(Unaudited)
  As of June 30,
2017
ASSETS                
Cash and cash equivalents   $ 8,270     $ 15,138  
Accounts receivable     3,460,401       2,516,755  
Prepaid expenses and other current assets     14,775       11,374  
Total current assets     3,483,446       2,543,267  
Total Assets   $ 3,483,446     $ 2,543,267  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                
Accounts payable   $ 1,426,022     $ 990,579  
Accrued liabilities and other payables     424,856       414,549  
Convertible notes, net     48,877       39,667  
Due to related party     —         1,594  
Income tax payable     135,073       135,073  
Derivative liabilities     11,145,518       —    
Short term loans     144,450       135,078  
Loans from related party     409,982       397,143  
Total current liabilities     13,734,778       2,113,683  
Total Liabilities     13,734,778       2,113,683  
                 
STOCKHOLDERS' EQUITY (DEFICIT)                
Common stock par value $0.00001: 100,000,000 shares authorized; 56,120,290 and 54,645,084 shares issued and outstanding as of September 30, 2017 and June 30, 2017, respectively     561       546  
Additional paid-in capital     701,372       255,891  
Retained earnings (accumulated deficit)     (10,953,068 )     173,222  
Accumulated other comprehensive loss     (197 )     (75 )
Total Stockholders' Equity (Deficit)     (10,251,332 )     429,584  
Total Liabilities and Stockholders' Equity (Deficit)   $ 3,483,446     $ 2,543,267  
                 

The accompanying notes are an integral part of these unaudited consolidated financial statements

  F- 2  

 

  

Atlas Technology International, Inc.

Consolidated Statements of Operations and Comprehensive Loss

 

    For the Three Months Ended
    September 30,
2017
(Unaudited)
  September 30,
2016
(Unaudited)
Revenue   $ 2,218,794     $ 235,971  
Cost of revenue     1,371,830       168,891  
Gross profit     846,964       67,080  
                 
Operating expenses:                
Research and development expenses     203,639       27,729  
Selling, general and administrative expenses     534,085       141,901  
Total operating expenses     737,724       169,630  
Income (loss) from operations     109,240       (102,550 )
                 
Other income (expenses):                
Loss on change in fair value of derivative liabilities     (11,105,518 )     —    
Loss on extinguishment of liabilities     (121,435 )     —    
Other income     1,336       —    
Interest expenses     (9,913 )     (10,407 )
Total other expenses     (11,235,530 )     (10,407 )
                 
Loss before tax     (11,126,290 )     (112,957 )
Income tax expense     —         —    
Net loss   $ (11,126,290 )   $ (112,957 )
                 
Comprehensive loss:                
Net loss   $ (11,126,290 )   $ (112,957 )
Other comprehensive loss                
Foreign currency translation adjustment     (122 )     —    
Total comprehensive loss   $ (11,126,412 )   $ (112,957 )
                 
Loss per common share:                
Basic   $ (0.20 )   $ (0.00 )
Diluted   $ (0.20 )   $ (0.00 )
                 
Weighted average common shares:                
Basic     55,529,740       49,514,000  
Diluted     55,529,740       49,514,000  
                 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

  F- 3  

 

 

Atlas Technology International, Inc.

Consolidated Statements of Cash Flows      

 

    For the Three Months Ended
    September 30,
2017
(Unaudited)
  September 30,
2016
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES                
Net loss   $ (11,126,290 )   $ (112,957 )
Adjustments to reconcile net loss to net cash used in operating activities                
Amortization of debt discount     9,210       9,667  
Stock issued for services     324,061       92,575  
Change in fair value of derivative liability     11,105,518       —    
Loss on extinguishment of liabilities     121,435       —    
Changes in assets and liabilities:                
Accounts receivable     (943,646 )     (236,013 )
Prepaid expenses and other current assets     (3,401 )     (4,404 )
Accounts payable     435,443       174,600  
Accrued expenses and other payables     19,985       53,591  
Net cash used in operating activities     (57,685 )     (22,941 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from related parties     10,795       26,207  
Proceeds from convertible debt     40,000       —    
Net cash provided by financing activities     50,795       26,207  
                 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS     22       —    
Net change in cash and cash equivalents     (6,868 )     3,266  
Cash and cash equivalents, beginning of the reporting period     15,138       228  
Cash and cash equivalents, end of the reporting period   $ 8,270     $ 3,494  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:                
Interest paid   $ —       $ —    
Income taxes paid   $ —       $ —    
                 
NON-CASH FINANCING ACTIVITIES                
Expenses paid by third parties   $ 9,372     $ 23,095  
Expenses paid by related party   $ 420     $ —    
Debt discount due to derivative   $ 40,000     $ —    
Beneficial conversion feature   $ —       $ 40,000  

Reclassification of due to related party to loan from related party

  $ 1,574     $ —    
                 

 The accompanying notes are an integral part of these unaudited consolidated financial statements

  F- 4  

 

 

Atlas Technology International, Inc.

September 30, 2017

Notes to the Unaudited Consolidated Financial Statements

 

Note 1 - Organization and Operations

 

Sweets & Treats, Inc. (“Predecessor”)

 

Sweets & Treats, Inc. (“Predecessor”), a bakery out of Sylmar, California was incorporated on April 13, 2011 under the laws of the State of California. The Predecessor was a bakery shop specializing in freshly-made cakes, cupcakes, desserts and special events catering and was traded as a public company on the OTCQB markets.

 

Atlas Technology International, Inc. (the “Company”)

 

Atlas Technology International, Inc. (the “Company”), was incorporated on July 7, 2014 under the laws of the State of Delaware.

 

On July 19, 2016, the Company filed with the Secretary of State of Delaware, amending its Articles of Incorporation by changing the name from “Sweets & Treats, Inc.” to “Atlas Technology International, Inc.”

 

On August 23, 2016, the Company filed with the Secretary of State of Delaware an Amended and Restated Certificate of Incorporation in which the Company confirmed its name change to Atlas Technology International, Inc. The Company started its business in touchscreen industry and became a high-tech touchscreen company based out of Sherman Oaks, California, and set forth therein the designations for the Series A, B and C Preferred Stock. The Company is a rapidly growing provider of touchscreen technologies to a vertically and geographically diversified blue-chip client base.

 

Atlas Tech Trading Limited (“Atlas Trading”)

 

Atlas Tech Trading Limited (“Atlas Trading”), a wholly-owned subsidiary of the Company, was incorporated on August 18, 2016 under the laws of Hong Kong for the purpose of facilitating the Company’s business growth strategy across Eastern Asia. Atlas Trading uses the Company’s proprietary touchscreen technologies to design touchscreen solutions for its growing global client base. The primary business activities Atlas Trading conducts are to design touchscreens, source manufacturers for the production of the designed touchscreens, inspects and ensures the quality of the products made by the manufacturers, purchases the qualified finished-goods and then sells and delivers the touchscreens to their corporate clients.

 

Atlas Technology Shenzhen Trading Co., Ltd. (“Atlas China”)

 

Atlas Technology Shenzhen Trading Co., Ltd. (“Atlas China”), a wholly-owned subsidiary of Atlas Trading, was incorporated on March 23, 2017 under the laws of China for the purposes of facilitating the Company’s expansion into China’s untapped market, decreasing the Company’s dependency on existing exporters/distributors and improving margins.

 

Atlas Tech Limited. (“Atlas Cayman Islands”)

 

Atlas Tech Limited. (“Atlas Cayman Island”), a wholly-owned subsidiary of Atlas Trading, was incorporated on July 7, 2017 under the laws of the Cayman Islands for the purposes of tax planning and optimizing business capacity in terms of deal follows.

 

Fiscal Year

 

On July 7, 2016, the Company changed its fiscal year end from July 31 to June 30. As a result of this change, the Company reported its fiscal 2016 as the 11-month transition period from August 1, 2015 to June 30, 2016. The Company reported its quarterly results in the Quarterly Reports on Form 10-Q based on its new fiscal year.

 

Disposal of Predecessor

 

On December 15, 2016, the Company entered into a Divestment Agreement with the Founder, who was then the Company’s Chief Executive Officer, pursuant to which the Founder agreed to cancel all amounts due to her by the Predecessor in exchange for the acquisition and purchase of all of the Predecessor’s business. The transaction was closed on December 15, 2016. The Company determined that disposal of the Predecessor did not constitute a discontinued operation as it did not represent a strategic shift of the Company’s business.

 

  F- 5  

 

 

Note 2 - Significant and Critical Accounting Policies and Practices

 

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with the Company’s consolidated financial statements and accompanying notes thereto for the year ended June 30, 2017 filed with the SEC in the Company’s Form 10-K on September 28, 2017.

 

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three-month period have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no impact on net earnings and financial position.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company believes the estimates and assumptions utilized are reasonable; however actual results could differ from those estimates.

 

Stock-based Compensation

 

We account for the grant of stock options, warrants and restricted stock awards in accordance with ASC 718, "Compensation-Stock Compensation". ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the "measurement date". The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated, based on the then current fair value, at each subsequent reporting date.

 

Derivative Liabilities

 

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial statements that are accounted for as liabilities, the derivative instruments are initially recorded at their fair value and are then re-valued at each reporting date, with changes in the fair value reported in the statements of operations, in accordance with ASC 815-15, “Derivative and hedging.” The classification of derivative instruments, including whether such instruments should be recorded as liability or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

 

ASC Subtopic 815-40, “Contracts in Equity’s Own Equity”, requires that entities recognize derivative liabilities from derivative instruments, including certain derivative instruments embedded in other contracts that are not indexed to an entity’s own stock. Pursuant to the provisions of ASC Section 815-40-15, (formerly FASB Emerging Issues Task Force(“EITF”) Issue No. 07- 5: Determine Whether an equity -linked financial instrument (or embedded feature) is indexed to an Entity’s Own Stock (“EITF 07-5”)) , an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.

 

  F- 6  

 

 

Principles of Consolidation

 

The Company consolidates the following subsidiaries as of September 30, 2017 :

 

Name of consolidated subsidiary   State or other jurisdiction or incorporation or organization   Date of incorporation or formation (date of acquisition, if applicable)   Attributable interest
Atlas Tech Trading Limited
(subsidiary)
Hong Kong   August 18, 2016     100 %
Atlas Technology Shenzhen Trading Co., Ltd.
(subsidiary)
  Shenzhen, China   March 23, 2017     100 %
Atlas Tech Limited
(subsidiary)
Cayman Island   July 7, 2017     100 %

 

The unaudited consolidated financial statements include all accounts of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated on consolidation.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of our financial assets and liabilities, such as cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other payables, income tax payable, short term loans, and convertible debt, approximate their fair values because of the short maturity of these instruments.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

Recurring Fair Value Measurements

 

The Company uses Level 3 of the fair value hierarchy to measure the fair value of its derivative liabilities and revalues the derivative liabilities at every reporting period and recognizes gains and losses in the consolidated statements of operations and comprehensive loss that are attributable to the change in the fair value of derivative liabilities.

 

  F- 7  

 

 

The financial liabilities carried at fair value on a recurring basis at September 30, 2017 are as follows:

 

Financial liabilities   Fair Value   Level 1   Level 2   Level 3
Derivative liabilities   $ (11,145,518 )   $ —       $ —       $ (11,145,518 )
    $ (11,145,518 )   $ —       $ —       $ (11,145,518 )

 

The financial liabilities carried at fair value on a recurring basis at June 30, 2017 are as follows:

 

Financial liabilities     Fair Value       Level 1       Level 2       Level 3  
Derivative liabilities   $ —       $ —       $ —       $ —    
    $ —       $ —       $ —       $ —    

 

Recently Issued Accounting Pronouncements

 

In May 2017, the FASB issue ASU 2017-09, “Compensation – stock compensation (Topic 718): scope of modification accounting”. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. An entity should account for the effects of a modification unless all the following are met: 1. The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. 2. The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. 3. The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The amendments in this ASU are effective for all entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The amendments in this ASU should be applied prospectively to an award modified on or after the adoption date. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

 

In September 2017, the FASB issue ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The pronouncements add SEC paragraphs pursuant to an SEC Staff Announcement made at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. The SEC staff announced that it will not object if an entity that qualifies as a public business entity solely because its financial statements or financial information is included in another entity’s filing with the SEC adopts ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and ASU 2016-02, Leases (Topic 842) using the effective dates applicable to private entities. The amendments represent guidance related to the effective dates of the standards noted above, therefore, the amendments themselves do not have an effective date. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

 

Note 3 – Loss Per Share

 

The following table presents the computation of basic and diluted loss per share for the three months ended September 30, 2017 and 2016.

 

    For the Period    Ended September 30, 2017  

For the Period Ended

September 30, 2016

Numerator:                
Numerator for basic EPS - net loss allocable to common stockholders   $ (11,126,290 )   $ (112,957 )
Numerator for diluted EPS - net loss allocable to common stockholders   $ (11,126,290 )   $ (112,957 )
                 
Denominator:                
Denominator for basic EPS – weighted-average shares     55,529,740       49,514,000  
                 
Denominator for diluted EPS – adjusted weighted-average shares and assumed conversions     55,529,740       49,514,000  
Loss per share – basic:   $ (0.20 )   $ (0.00 )
Loss per share – diluted:   $ (0.20 )   $ (0.00 )

  F- 8  

 

 

Diluted loss per share is computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the respective periods. The potentially dilutive securities that were not included in the calculation of diluted loss per share in the periods presented where their inclusion would be anti-dilutive included convertible notes convertible into common shares of 20,201,185 and 20,000,000 on a weighted average basis for the three months ended September 30, 2017 and 2016, respectively.

 

Note 4 – Going Concern

 

The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the accompanying consolidated financial statements, the Company had a working capital deficit of $10,251,332 as of September 30, 2017. The Company also had a net loss of $11,126,290 and net cash used in operating activities of $57,685 for the three-month period ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The ability of the Company to continue as a going concern is dependent upon the impact of loss on change in fair value of derivative liabilities, which was caused by the change in the market price of the Company’s common stock, as a sole factor that has caused the negative cash flow from operation activities, the Company’s working capital deficit, and the net loss position. Until this impact is eliminated or improved, the substantial doubt about the Company’s ability to continue as a going concern will continue to exist.

 

Note 5 – Stockholders' Equity (Deficit)

 

Common Stock

 

On July 21, 2017, the Company issued 924,495 common shares to settle billings from consultants for strategic marketing development, corporate strategy development, analytic services, intellectual property and patent consulting services for a total amount of $192,296.

 

On July 27, 2017, the Company issued 50,711 common shares to settle billing from one consultant for analytic services of $11,765.

 

On August 25, 2017, the Company issued 500,000 common shares to settle billing from one consultant for analytic services of $120,000.

 

The shares issued were valued using market price which resulted in a loss on extinguishment of liabilities of $121,435 due to the excess of market value over the liabilities forgiven for the three months ended September 30, 2017.

 

Note 6 – Related Party Transactions

 

Related Parties

 

Related parties with whom the Company had transactions are:

 

Related Parties Relationship Related Party Transactions Business Purpose of Transactions
Tiffany Aguayo

Founder, Former President and Former CEO (Until September 30, 2016)

Divestiture of Predecessor Disposal of non-operating business
Ming-Shu Tsai Chief Executive Officer, Board member, and significant shareholder Advances to the Company Working capital funding
Jin-Xia Wu Family member of Matthew Tsai Office space at approximately $1,300 per month Providing Office space in Taiwan

 

  F- 9  

 

On July 5, 2016, Ms. Aguayo entered into two separate Stock Purchase Agreements for the sale of 13,000,000 and 3,000,000 shares of the Company’s common stock equivalent to her complete ownership of the Company with Ying-Chien Lin and LCG, respectively. Pursuant to the execution of the Stock Purchase Agreements, Mr. Lin and LCG owned approximately 62.5% and 14.4% of the total voting rights of the Company, respectively.

 

On December 15, 2016, the Company entered into a Divestment Agreement with Ms. Aguayo, pursuant to which Ms. Aguayo agreed to cancel all amounts due to her by the Company in exchange for the acquisition and purchase of all of the Predecessor’s business. The transaction was closed on December 15, 2016. The Company recorded a gain on disposal of subsidiary of $12,315, and a capital contribution of $3,030, for the year ended June 30, 2017. Such divestment and disposal of the Predecessor does not constitute a discontinued operation as it does not represent a strategic shift of the Company’s business.

 

During the three months period ended September 30, 2017 and 2016, Ms. Aguayo advanced to the Company $0 and $305, respectively, and no repayment was made for both periods. The advances were non-interest bearing and due on demand. As of September 30, 2017 and June 30, 2017, the balance of debt payable to Ms. Aguayo was $0 and $0, respectively.

 

Advances from Related-Parties

 

From time to time, certain officers of the Company advances funds to the Company for working capital purpose.

 

Ming-Shu Tsai advanced the Company $10,795 and $25,902 for the three months period ended September 30, 2017 and 2016, respectively. Ming-Shu Tsai also paid expenses on behalf of the Company for the amount of $420 and $0, for the three months period ended September 30, 2017 and 2016, respectively. The amounts are non-interest bearing and due on demand.

 

Ming-Shu Tsai has paid $1,574 on behalf of Atlas China during the year ended June 30, 2017. The amount was presented as due to related party included in the Company’s consolidated balance sheets as of June 30, 2017. During the three months ended September 30, 2017, Ming-Shu Tsai signed a debt agreement with the Company regarding the payment. The Company therefore reclassified the amount to loans from related parties.

 

As of September 30, 2017 and June 30, 2017, the balance of loans from related party is $409,982 and 397,143, respectively.

 

Office Space

 

One of the Company’s office is located at 1/F No. 103 Xin Yi Road, Lu Zhou District, Xin Bei, Taiwan. The office is rented from Jin-Xia Wu, a family member of Ming-Shu Tsai, for approximately $1,300 per month ($10,000 Hong Kong dollars). The space of the office is 90 square meters, and the purpose of this office is to continue to focus on the Company’s research and development efforts.

 

Note 7 – Concentration

 

During the three months period ended September 30, 2017, the Company purchased its inventories solely from a long-standing relationship with a preferred vendor.

 

The Company conducted sales activities to two major customers during the three months period ended September 30, 2017, amount generated from each customer accounts for 59.29% and 31.96% of the total revenue, respectively.

 

The Company continually evaluates the credit worthiness of its vendor and customers’ financial condition and has policies to minimize any potential risk.

 

Note 8 - Debt

 

Short Term Loans

 

For the three months period ended September 30, 2017, The Company entered into short-term loan agreements with three creditors for total amount of $9,372, of which the proceeds were all paid directly to vendors. The loans bear interest rate of 6% APR compounded monthly. A summary of balance of loans as of September 30, 2017 is presented below:

 

Creditors   Due Dates   Balance
ARC Capital Ltd.   From November 1, 2017 to August 31, 2018   $ 82,395  
Growth Point Advisors Ltd.   From November 1, 2017 to July 31, 2018     14,530  
Chronos Investments Limited   November 1, 2017     575  
Cygnus Management Limited   From April 30, 2018 to May 31, 2018     11,950  
Lynx Consulting Group Ltd.   From January 31, 2018 to February 28, 2018     35,000  
        $ 144,450  

  F- 10  

 

 

On July 5, 2016, Ms. Aguayo entered into a Debt Assignment Agreement and sold $40,000 debt that was non-interest bearing and due on demand to Growth Point Advisors Ltd. Pursuant to this Agreement, the Company entered into a Convertible Promissory Note (“GPA Note”) with Growth Point Advisors Ltd. to replace the Debt Assignment Agreement. GPA Note bears an interest rate of 8% per annum, due on July 4, 2017, and has a conversion feature allowing conversion by giving five days’ notice to the Company to convert the debt into the Company’s common shares at a rate of $0.002 per share. The assignment qualified for a debt extinguishment under ASC 470-50, no gain or loss was recorded due to this extinguishment based on the term of debt. As part of the modification, a Beneficial Conversion Feature value of $40,000 was calculated and included in additional paid-in capital. The Company is in the process of negotiation to extend the maturity of this debt, the two parties have not reached to a consent as of the date of this filing.

 

On July 11, 2017, the Company entered into a Debt Agreement with Lynx Consulting Group Ltd. (“Lynx Note”), pursuant to which the Company borrowed $40,000 debt bearing interest rate of 6% and matures on July 11, 2018. Lynx Note is embedded with a conversion feature that allows conversion of the principal and unpaid interest into common shares of the Company at a conversion price equal to a 50% discount of the lowest closing price during the fifteen trading day period ending on the latest complete trading day prior to the conversion date.

 

As of September 30, 2017, and June 30, 2017, the carrying amount of convertible notes was $48,877 and $39,667, net of $31,123 and $333 unamortized discount, respectively. The potential conversion effect is excluded in the diluted EPS calculation for the period ended September 30, 2017, as the impact of earnings add-back from fair value measurement of derivative liabilities out-weights the impact of potential common shares issuable upon debt conversion.

 

For the three months ended September 30, 2017 and 2016, the Company recognized interest expense incurred from both short term loans and convertible notes in the amount of $9,913 and $0, respectively. As of September 30, 2017 and June 30, 2017, interest payable of $6,911 and $6,209 was included in accrued liabilities and other payables, respectively.

 

Note 9 – Derivative Liabilities

 

As described in Note 8, the conversion feature embedded in Lynx Note contains no explicit limit to the number of shares to be issued upon conversion. As such this conversion feature is classified as a liability under ASC 815. The Company accounted for the embedded conversion feature in accordance with ASC 815-40, which requires the Company to bifurcate the embedded conversion feature as liability at the date the notes become convertible and to record changes in fair value relating to the conversion feature liability in the statement of operation and comprehensive loss as of each subsequent balance sheet date. The debt discount related to the convertible debt is amortized over the life of the debt using the effective interest method. The Company’s conversion feature liability is valued using Black Scholes pricing models. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation model requires a variety of inputs, including contractual terms, market prices, yield curves, credits spreads, measures of volatility and correlation of such inputs. This financial liability does not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgement. Such instrument is typically classified within Level 3 of the fair value hierarchy.

 

As described in Note 8, the fair value of derivative liability related to the conversion feature embedded in Lynx Note was initially determined to be $84,438 on the date the debt became convertible and subsequently determined to be $160,174 as of September 30, 2017.

 

GPA Note was embedded with a conversion feature with a fixed conversion rate. The conversion feature is tainted due to the indeterminate number of shares to be delivered upon settlement of the Lynx Note. The fair value of derivative liability related to the conversion feature embedded in GPA Note was initially determined to be $7,767,443 on the date the debt was tainted and subsequently determined to be $10,985,344 as of September 30, 2017.

 

Among the fair value of the embedded conversion feature determined using Black Scholes pricing model as of the date the note become convertible, $40,000 was recorded as debt discount. The day one loss on derivative liability of $7,811,882 was rerecorded in change in fair value of derivative liabilities.

 

For the three months ended September 30, 2017 and 2016, $8,877 and $0 of debt discount due to embedded conversion feature was amortized and recorded as interest expense, respectively, and $3,293,636 and $0 loss in change in fair value of derivative liabilities is respectively recorded in the statements of operations and comprehensive loss.

 

The fair value of the instrument as of each of the measurement period were determined by using Black Scholes pricing model based on the following assumptions: dividend yield of 0%, volatility of 290.77% - 300.27%, risk free rate of 1.20% - 1.31%, and an expected term of 0.778 – 1 year.

 

Below is the reconciliation of the fair value of the Company’s derivative liabilities during the three months ended September 30, 2017:

 

Beginning balance as of June 30, 2017   $ -
Addition recorded as debt discount on convertible debt      40,000
Change in fair value of derivative liabilities      
      Day one loss related to embedded conversion feature     7,811,882
      Loss related to derivative liabilities being marked to market     3,293,636
Ending balance as of September 30, 2017   $ 11,145,518

 

  F- 11  

 

Note 10 – Subsequent Events

On October 13, 2017 , the Company issued 200,000 shar es to settle billing from o ne consultant for business development and marketing consulting service of $71,600.

 

On October 13, 2017, the Company issued 700,000 shares pursuant to a consulting agreements signed on October 10, 2017 with one company for industry and technology consulting service valued at $346,290.

 

On October 10, 2017, the Company entered into an agreement of renovation of convertible debt with Growth Point Advisors Ltd. Both parties agreed to cancel the relevant conversion clauses stated in GPA Note and extend the term for one more year, from July 6, 2017 to July 5, 2018, with an amended interest rate of 6% per annum.

 

On October 10, 2017, the Company entered into an agreement of renovation of convertible debt with Lynx Consulting Group Ltd. Both parties agreed to cancel the relevant conversion clauses stated in Lynx Note.

 

On November 2, 2017, the Company issued 1,086,957 share s to settle billing from one con sultant for IP consultancy services of $300,000.

 

  F- 12  

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information set forth in this Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) changes in our revenues, gross margins, earnings and new contracts, (ii) prospective strategic expansion opportunities for the company touch screen technologies (iii) our ability to create and protect new patents and intellectual property rights around our touch screen technology (iv) our ability to continue to finance our business should we begin to incur losses and (v) our ability to attract top high level talent in the touch screen and/or high technology industry. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our strategic global expansion plans, strength of our balance sheet, ability to complete financing at favorable terms generate a positive return on our capital expenditures growth of our business including entering into partnerships with strategic players in the industry, and plans to launch a successful marketing, advertising and awareness campaign for our next generation touchscreen technologies. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial requirements.

 

We assume no obligation to update these forward-looking statements to reflect actual results or changes in the factors or assumptions affecting our forward-looking statements.

Our financial results could differ materially from those projected in any forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of other competitors infringing on our patents or proprietary technologies, the inability of our management team to adapt to changes in the industry, inability to maintain and/or capture additional market share of the global touchscreen technology industry, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally that may impact our business.

Business Overview

The Company develops, designs and distributes its touchscreen-technology to a blue-chip client base. On July 18, 2014, the Company completed a reverse merger with the Predecessor, in which the Company became the surviving entity. On December 15, 2016, the Company sold, assigned, transferred conveyed and delivered the Predecessor to the Founder. The Founder agreed to forgive all debt owed to her by the Company in consideration for the Predecessor.

Historically, the Company marketed its touchscreen products primarily through a broad distribution network of distributors exclusive to the Company’s senior management team. Our plan for the next twelve months calls for the further development of the Company’s touchscreen business and customer network. We anticipate that the cost for the further development, expansion and launch of our new strategic plan for the touchscreen business will be approximately $1,000,000

Recent Development

On June 30, 2017, Atlas Tech Limited. (“Atlas Cayman Island”), a wholly-owned subsidiary of Atlas Technology International, Inc., was incorporated under the laws of the Cayman Islands for the purpose of tax planning and optimizing business capacity in terms of deal follows. Atlas Cayman Island stated to operate in August.

 

On August 8, 2017 and August 11, 2017, the Company obtained approval from State Intellectual Property Office of the P.R.C (SIPO) and registered one patent of foam fit device for cell phone touch screen and another patent of stamping device for cell phone touch screen slicing.

 

Plan of Operations

Our goal is to further enhance our proprietary touchscreen technology to a level where we believe, due primarily to its technological advantages, it will be able to rapidly capture and expand its market share of the global touchscreen industry following its official global launch. Following its global launch, the Company will seek to build a global reputation for its touchscreen products while developing a blue-chip, global client base. We anticipate the cost for developing our touchscreen business will be approximately $1,000,000 within the next 12 months. We have no commitments for any financing and cannot provide assurance that we will realize this goal.

 

We are dependent on the timely receipt of our accounts receivables to fund our ongoing operations and execute our business plan. If we are unable to timely receive our accounts receivable, we will require capital investment or other financing to fund our ongoing operations and to execute our business plan. If we are unable to raise additional cash, we will either have to suspend or cease our expansion plans entirely. If we are not successful in generating sufficient revenue and cannot raise sufficient funds, we may be forced to cease operations. If that is the case, we will look for possible merger candidate or another suitable company to possibly acquire us.

 

Results of Operations - Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016

We generated revenue of $2,218,794 and $235,971 for the three months ended September 30, 2017 and 2016, respectively. The increase in revenue is mainly attributed to the Company’s entry into the touchscreen industry business and the Company’s market expansion. The Company has received orders from four (4) customers for the production of touchscreens per their requirements. The Company designs the touchscreens, source manufacturers for the production of the designed touchscreens, inspects the quality of the products made by the manufacturers, purchases the qualified finished-goods and then sells and delivers the touchscreens to their corporate clients.

 

  13  

 

 

We incurred cost of goods sold as $1,371,830 and $168,891 for the three months ended September 30, 2017 and 2016, respectively. Cost of goods sold were related mainly to the touchscreen products purchased from sourced manufacturers for sale.

 

We incurred operating expenses of $737,724 and $169,630 for the three months ended September 30, 2017 and 2016, respectively. The increase is mainly due to the cost of consultants, additional employees, and professional services related to being a publicly-traded company.

 

We incurred loss on change in fair value of derivative liability of $11,105,518 and $0 for the three months ended September 30, 2017 and 2016, respectively. The expense is incurred due to new issuance of convertible debt which triggers fair value measurement of derivative liabilities for the three months ended September 30, 2017.

 

We had a net loss of $11,126,290 and $112,957 for the three months ended September 30, 2017 and 2016, respectively.

Liquidity and Capital Resources

As of September 30, 2017, we had total assets of $3,483,446, mainly in accounts receivable. Our liabilities as of September 30, 2017, were 13,734,778, which mainly consist accounts payable of $1,426,022, and derivative liabilities of $11,145,518. As of September 30, 2017, we had a working capital deficit of $10,251,332.

The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities for the three months ended September 30, 2017:

    For the Three Months Ended
September 30,
    2017
Net cash used in operating activities   $ (57,685 )
Net cash provided by financing activities     50,795  
Effect of exchange rate changes on cash     22  
Net decrease in cash and cash equivalents   $ (6,868 )

We are dependent on the timely receipt of our accounts receivables to fund our ongoing operations and execute our business plan. If we are unable to timely receive our accounts receivable, we will require capital investment or other financing to fund our ongoing operations and to execute our business plan. If we are unable to raise additional cash, we will either have to suspend or cease our expansion plans entirely. If we are not successful in generating sufficient revenue and cannot raise sufficient funds, we may be forced to cease operations. If that is the case, we will look for possible merger candidate or another suitable company to possibly acquire us.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable because we are a smaller reporting company.

Item 4. Management’s Report on Disclosure Controls and Procedures.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective as of September 30, 2017 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reason described below.

Because of our limited operations, we have limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations, we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.

Inherent Limitations

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

  14  

 

 

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our three-month period ended September 30, 2017, which were identified in conjunction with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors.

Not required for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Item 6. Exhibits.

 

Number Description
31.1 Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+ Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+ Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document

101.CAL*       XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB* XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*       XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

* To be filed by amendment.

  15  

 

 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    ATLAS TECHNOLOGY INTERNATIONAL, INC.
     
Date: November 14, 2017 By: /s/ Ming-Shu Tsai
  Name: Ming-Shu Tsai
    Chief Executive Officer
    (Principal Executive Officer)

 

  16  

 

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