The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2017
(UNAUDITED)
NOTE 1 - NATURE OF OPERATIONS
Ionix Technology, Inc. (the “Company” or “Ionix”), formerly known as Cambridge Projects Inc., is a Nevada corporation that was formed on March 11, 2011.
By and through its wholly owned subsidiaries in China, the Company sells the high-end intelligent electronic equipment, which includes portable power banks for electronic devices and LCD screens in China.
On February 17, 2016, the Board ratified, approved, and authorized the Company, as the sole member of Well Best International Investment Limited (“Well Best”), on the formation of Taizhou Ionix Technology Company Limited (“Taizhou Ionix”), a company formed under the laws of China on December 17, 2015, and a wholly-owned subsidiary of Well Best. As a result, Taizhou Ionix is an indirect wholly-owned subsidiary of the Company. Taizhou Ionix conducted no business between its date of incorporation and date approved by the Board. Taizhou Ionix was formed to (i) develop, design, and manufacture lithium-ion batteries for electric vehicles, and (ii) act as an investment holding company that may acquire other businesses located in China. On August 19, 2016, Well Best sold 100% ownership of Taizhou Ionix to one of its directors. (See Note 4)
On May 19, 2016, the Company, as the sole member of Well Best, formed Xinyu Ionix Technology Company Limited (“Xinyu Ionix”), a company formed under the laws of China. As a result Xinyu Ionix is a wholly-owned subsidiary of Well Best and an indirect wholly-owned subsidiary of the Company. Xinyu Ionix started operation in August 2016 and focused on developing and designing lithium batteries as well as to act as an investment company that may acquire other businesses located in China. On April 30, 2017, Well Best sold 100% ownership of Xinyu Ionix to one of its directors. (See Note 4)
On November 7, 2016, the Company’s Board of Directors approved and ratified the incorporation of Lisite Science Technology (Shenzhen) Co., Ltd (“Lisite Science”), a limited liability company formed in China on June 20, 2016. Well Best is the sole shareholder of Lisite Science. As a result, Lisite Science is an indirect, wholly-owned subsidiary of the Company. Lisite Science will act as a manufacturing base for the Company and has been focused on developing, producing and selling high-end intelligent electronic equipment, such as portable power banks.
On November 7, 2016, the Company’s Board of Directors approved and ratified the incorporation of Shenzhen Baileqi Electronic Technology Co., Ltd. (“Baileqi Electronic”), a limited liability company formed in China on August 8, 2016. Well Best is the sole shareholder of Baileqi Electronic. As a result, Baileqi Electronic is an indirect, wholly-owned subsidiary of the Company. Baileqi Electronic will act as a manufacturing base for the Company and has been focused on development and production of the LCD monitors.
On December 29, 2016, the Company’s Board of Directors approved and ratified to invest 99,999 HK dollars for 99.999% of the issued and outstanding stock of Welly Surplus International Limited (“Welly Surplus”), a limited company formed under the laws of Hong Kong on January 18, 2016. As a result of the investment, the Company became the majority shareholder of Welly Surplus, owning 99.999% of the outstanding stock of Welly Surplus, Mr Xin Sui, a director, owns 0.001% of the outstanding stock of Welly Surplus. Welly Surplus will act as the accounting and financial base for the Company and shall focus on assisting the Company with all of the Company’s financial affairs. Welly Surplus had no operating activities from inception until the date of acquisition.
NOTE 2 - GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company had an accumulated deficit of $193,645 at September 30, 2017 and has not generated sufficient cash flow from its continuing operations for the past two years. These circumstances, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company may need to raise additional capital from external sources or obtain loans from officers and shareholders in order to continue the long-term efforts contemplated under its business plan. The Company is pursuing other revenue streams which could include strategic acquisitions or possible joint ventures of other business segments.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2017 and the results of operations and cash flows for the periods ended September 30, 2017 and 2016. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three months ended September 30, 2017 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire year ending June 30, 2018 or for any subsequent periods. The balance sheet at June 30, 2017 has been derived from the audited financial statements at that date.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended June 30, 2017 as included in our Annual Report on Form 10-K as filed with the SEC on October 13, 2017.
Certain amounts have been reclassified to conform to current year presentation
Basis of consolidation
The consolidated financial statements include the accounts of Ionix Technology Inc. and its subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation.
Foreign currencies translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of comprehensive income (loss).
The reporting currency of the Company is the United States Dollar (“US$”). The Company’s subsidiaries in the People’s Republic of China (“PRC”) maintain their books and records in their local currency, the Renminbi Yuan (“RMB”), which is the functional currency as being the primary currency of the economic environment in which these entities operate.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Stockholders’ equity is translated at historical rates. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.
The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements are as follows:
|
|
September 30,
2017
|
|
|
June 30, 2017
|
|
|
|
|
|
|
|
|
Balance sheet items, except for equity accounts
|
|
|
6.6532
|
|
|
|
6.7744
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
|
|
|
|
|
2017
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Items in statements of comprehensive income (loss)
and cash flows
|
|
|
6.7138
|
|
|
|
6.6506
|
|
Recent accounting pronouncements
From time to time, new accounting pronouncements are issues by the Financial Accounting Standards Board or other standard bodies that may have an impact on the Company’s accounting and reporting. The Company believes that any recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.
NOTE 4 - DISCONTINUED OPERATIONS
Taizhou Ionix
On August 19, 2016, Well Best entered into a share transfer agreement whereby Well Best sold 100% of its equity interest in Taizhou Ionix to Mr. GuoEn Li, the sole director and officer of Taizhou Ionix for approximately RMB 30,000 (approximately $5,000USD). Well Best was the sole shareholder of Taizhou Ionix. The Company believed that the manufacturing contract between Taizhou Ionix and Taizhou Jiunuojie Electronic Technology Limited regarding the production of lithium batteries was not beneficial to the Company. As a result, (i) Taizhou Ionix is no longer an indirect, wholly-owned subsidiary of the Company, and (ii) Mr. Li is no longer affiliated with the Company. Well Best recorded a loss of $18,890 on disposal of Taizhou Ionix which was included in the loss from disposal of discontinued operations on statements of comprehensive income (loss).
The following table shows the results of operations of Taizhou Ionix for the three months ended September 30, 2017 and 2016 which are included in the income from discontinued operations:
|
|
For the three months
ended on
September 30,2017
|
|
|
For the period from
July 1 to August 19,
2016
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
173,005
|
|
Cost of revenue
|
|
|
-
|
|
|
|
152,465
|
|
Gross profit
|
|
|
-
|
|
|
|
20,540
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
-
|
|
|
|
8,917
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
-
|
|
|
|
11,623
|
|
Provision for income taxes
|
|
|
-
|
|
|
|
2,906
|
|
Net income
|
|
$
|
-
|
|
|
$
|
8,717
|
|
Xinyu Ionix
On April 30, 2017, Well Best, a wholly-owned subsidiary of the Company, sold 100% of its equity interest in Xinyu Ionix to Zhengfu Nan for RMB 100 (approximately $14USD) pursuant to a Share Transfer Agreement dated April 30, 2017 (the “Agreement”). The Company believed that the manufacturing contract between Xinyu Ionix and Jiangxi Huanming Technology Co., Ltd. regarding the production of lithium batteries was not beneficial to the Company. As a result, (i) Xinyu Ionix is no longer an indirect, wholly-owned subsidiary of the Company, and (ii) Mr. Nan is no longer affiliated with the Company.
The following table shows the results of operations of Xinyu Ionix for the three months ended September 30, 2017 and 2016 which are included in the income from discontinued operations:
|
|
For the three months
ended
September 30,2017
|
|
|
For the three months
ended
September 30,2016
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
844,109
|
|
Cost of revenue
|
|
|
-
|
|
|
|
756,570
|
|
Gross profit
|
|
|
-
|
|
|
|
87,539
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
expenses
|
|
|
-
|
|
|
|
11,902
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
-
|
|
|
|
75,637
|
|
Provision for income taxes
|
|
|
-
|
|
|
|
18,910
|
|
Net income
|
|
$
|
-
|
|
|
$
|
56,727
|
|
NOTE 5 - INVENTORIES
Inventories are stated at the lower of cost (determined using the weighted average cost) or market value and are composed of the raw materials and finished goods.
Inventories consist of the following:
|
|
September 30,
2017
|
|
|
June 30,
2017
|
|
|
|
|
|
|
|
|
Raw materials
|
|
$
|
-
|
|
|
$
|
53,163
|
|
|
|
|
|
|
|
|
|
|
Finished goods
|
|
|
278,070
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total inventories
|
|
$
|
278,070
|
|
|
$
|
53,163
|
|
NOTE 6 - OTHER RECEIVABLES
Other receivables represent short term advances to third parties. They are interest free, unsecured and repayable on demand. The balance of the other receivables as of June 30, 2017 was repaid in full in September 2017.
NOTE 7 - DUE TO RELATED PARTIES
Manufacture – related party
On September 1, 2016, Baileqi entered into a manufacturing agreement with Shenzhen Baileqi Science and Technology Co., Ltd. (“Shenzhen Baileqi S&T”) to manufacture products for Baileqi. The owner of Shenzhen Baileqi S&T is also a shareholder of the Company who owns approximately 1.5% of the Company’s outstanding common stock as of September 30, 2017. Baileqi made payments to Shenzhen Baileqi S&T for manufacturing cost. The manufacturing costs incurred with Shenzhen Baileqi S&T was $192,103 and $0 for the three months ended September 30, 2017 and 2016, respectively, and the amount of $44,167 and $0 respectively were included in cost of revenue.
Purchase from related party
During the three months ended September 30, 2017, the Company purchased $63,645 and $174,465 from Keenest and Shenzhen Baileqi S&T which were owned by the Company’s shareholders who own approximately 2% and 1.5% respectively of the Company’s outstanding common stock as of September 30, 2017. The amount of $63,645 and $163,839 were included in the cost of revenue.
During the three months ended September 30, 2016, the Company purchased $93,808 and $43,247 from Keenest and Shenzhen Baileqi S&T which were owned by the Company’s shareholders who own approximately 2% and 1.5% respectively of the Company’s outstanding common stock. The amount of $27,386 and $11,177 were included in the cost of revenue.
The Company made advances of $89,180 to Keenest for future purchases as of September 30, 2017. The balance payable to Shenzhen Baileqi S&T were $5,828 and $159,861 respectively as of September 30, 2017 and June 30, 2017.
Due to related parties
Due to related parties represents certain advances to the Company or its subsidiaries by related parties. The amounts are non-interest bearing, unsecured and due on demand.
Due to related parties consists of the following:
|
|
September 30,
2017
|
|
|
June 30,
2017
|
|
|
|
|
|
|
|
|
Ben Wong (1)
|
|
$
|
143,792
|
|
|
$
|
143,792
|
|
|
|
|
|
|
|
|
|
|
Changyong Yang (2)
|
|
|
-
|
|
|
|
122,820
|
|
|
|
|
|
|
|
|
|
|
Xin Sui (3)
|
|
|
1,992
|
|
|
|
6,992
|
|
|
|
|
|
|
|
|
|
|
Baozhen Deng (4)
|
|
|
8,746
|
|
|
|
8,590
|
|
|
|
|
|
|
|
|
|
|
Shenzhen Baileqi S&T (5)
|
|
|
34,421
|
|
|
|
41,405
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
188,951
|
|
|
$
|
323,599
|
|
(1) Ben Wong was the controlling shareholder of Shinning Glory until April 20, 2017, which holds majority shares in Ionix Technology, Inc.
(2) Changyong Yang is a stockholder of the Company, who owns approximately 2% of the Company’s outstanding common stock, and the owner of Keenest.
(3) Xin Sui is a member of the board of directors of Welly Surplus.
(4) Baozhen Deng is a stockholder of the Company, who owns approximately 1.5% of the Company’s outstanding common stock, and the owner of Shenzhen Baileqi S&T.
(5) Shenzhen Baileqi S&T is a company established in China and 100% owned by Baozhen Deng, a stockholder of the Company.
During the three months ended September 30, 2017, Welly Surplus refunded $5,000 to Xin Sui. Baileqi Electronic refunded $7,671 to Shenzhen Baileqi S&T. Lisite Science refunded $122,820 to Changyong Yang.
During the three months ended September 30, 2016, Ben Wong advanced $577 to Well Best and he received the proceeds of $5,000 from sales of Taizhou Ionix on behalf of the Company. Changyong Yang (a stockholder of the Company) advanced $358,156 to Lisite Science. Baozhen Deng (a stockholder of the Company) advanced $63,080 to Baileqi Electronic.
NOTE 8 - CONCENTRATION
Major customers
Customers who accounted for 10% or more of the Company’s revenues for the three months ended September 30, 2017 and 2016 respectively and its outstanding balance of accounts receivable as of September 30, 2017 and 2016 respectively are presented as follows:
|
|
For the three months
ended
September 30, 2017
|
|
|
As of September 30, 2017
|
|
|
|
Revenue
|
|
|
Percentage
of
revenue
|
|
|
Accounts
receivable
|
|
|
Percentage of
accounts
receivable
|
|
Customer A
|
|
$
|
65,637
|
|
|
|
17
|
%
|
|
$
|
-
|
|
|
|
-
|
%
|
Customer B
|
|
|
91,692
|
|
|
|
24
|
%
|
|
|
-
|
|
|
|
-
|
%
|
Customer C
|
|
|
45,514
|
|
|
|
12
|
%
|
|
|
-
|
|
|
|
-
|
%
|
Total
|
|
$
|
202,843
|
|
|
|
53
|
%
|
|
$
|
-
|
|
|
|
-
|
%
|
|
|
For the three months
ended
September 30, 2016
|
|
|
As of September 30, 2016
|
|
|
|
Revenue
|
|
Percentage
of
revenue
|
|
|
Accounts
receivable
|
|
|
Percentage of
accounts
receivable
|
|
Customer A
|
|
$
|
29,765
|
|
|
69
|
%
|
|
$
|
34,725
|
|
|
|
100
|
%
|
Customer B
|
|
|
13,385
|
|
|
31
|
%
|
|
|
-
|
|
|
|
-
|
%
|
Total
|
|
$
|
43,150
|
|
|
100
|
%
|
|
$
|
34,725
|
|
|
|
100
|
%
|
All customers are located in the PRC.
Major suppliers
The supplier who accounted for 10% or more of the Company’s total purchases (materials and services) for the three months ended September 30, 2017 and 2016 respectively and its outstanding balance of accounts payable as of September 30, 2017 and 2016 respectively are presented as follows:
|
|
For the three months ended
September 30, 2017
|
|
|
As of September 30, 2017
|
|
|
|
Total
Purchase
|
|
|
Percentage of
total purchase
|
|
|
Accounts
payable
|
|
|
Percentage of
accounts
payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplier A-related party
|
|
$
|
63,645
|
|
|
|
12
|
%
|
|
$
|
-
|
|
|
|
-
|
%
|
Supplier B-related party
|
|
|
366,568
|
|
|
|
68
|
%
|
|
|
5,828
|
|
|
|
5
|
%
|
Total
|
|
$
|
430,213
|
|
|
|
80
|
%
|
|
$
|
5,828
|
|
|
|
5
|
%
|
|
|
For the three months ended
September 30, 2016
|
|
|
As of September 30, 2016
|
|
|
|
Total
Purchase
|
|
|
Percentage of
total purchase
|
|
|
Accounts
payable
|
|
|
Percentage of
accounts
payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplier A-related party
|
|
$
|
93,808
|
|
|
|
25
|
%
|
|
$
|
109,436
|
|
|
|
46
|
%
|
Supplier B-related party
|
|
|
43,247
|
|
|
|
12
|
%
|
|
|
-
|
|
|
|
-
|
%
|
Total
|
|
$
|
137,055
|
|
|
|
37
|
%
|
|
$
|
109,436
|
|
|
|
46
|
%
|
All suppliers of the Company are located in the PRC.
NOTE 9 - INCOME TAXES
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries: United States of America, Hong Kong and the PRC that are subject to taxes in the jurisdictions in which they operate, as follows:
United States of America
The Company is registered in the State of Nevada and is subject to the tax laws of United States of America.
The Company has shown losses since inception. As a result it has incurred no income tax. Under normal circumstances, the Internal Revenue Service is authorized to audit income tax returns during a three year period after the returns are filed. In unusual circumstances, the period may be longer. Tax returns for the years ended June 30, 2011 and after were still open to audit as of September 30, 2017.
The Company received a penalty assessment from the IRS in the amount of $10,000 for failure to provide information with respect to certain foreign owned US Corporations on Form 5472 - Information Return of a 25% Foreign Owned US Corporation for the tax period ended June 30, 2013. The Company disputed this claim and is working to reverse the penalty. The Company believes that the payment of this penalty is remote and did not accrue this liability as of September 30, 2017.
Hong Kong
The Well Best and Welly Surplus are registered in Hong Kong. For the three months ended September 30, 2017 and 2016, there is no assessable income chargeable to profit tax in Hong Kong.
The PRC
Lisite Science and Baileqi Electronic are operating in the PRC and is subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%.
The reconciliation of income tax expense at the U.S. statutory rate of 35% to the Company’s effective tax rate is as follows:
|
|
For the three months ended September 30
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
U.S. Statutory rate
|
|
$
|
(3,008
|
)
|
|
$
|
(13,704
|
)
|
Tax rate difference between China and U.S.
|
|
|
1,125
|
|
|
|
9,016
|
|
Change in Valuation Allowance
|
|
|
3,492
|
|
|
|
4,870
|
|
Effective tax rate
|
|
$
|
1,609
|
|
|
$
|
182
|
|
The provisions for income taxes are summarized as follows:
|
|
For the three months ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
Current
|
|
$
|
1,609
|
|
|
$
|
182
|
|
Deferred
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
1,609
|
|
|
$
|
182
|
|
As of September 30, 2017, the Company has approximately $260,000 net operating loss carryforwards available in the U.S. and Hong Kong to reduce future taxable income which will begin to expire from 2035. It is more likely than not that the deferred tax assets cannot be utilized in the future because there will not be significant future earnings from the entity which generated the net operating loss. Therefore, the Company recorded a full valuation allowance on its deferred tax assets.
The Company has not provided deferred taxes on unremitted earnings attributable to international companies that have been considered to be reinvested indefinitely. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the income tax liability that would be payable if such earnings were not indefinitely reinvested. In accordance with ASC Topic 740, interest associated with unrecognized tax benefits is classified as income tax and penalties are classified in selling, general and administrative expenses in the statements of operations.
The extent of the Company’s operations involves dealing with uncertainties and judgments in the application of complex tax regulations in a multitude of jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state and international tax audits. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due.
NOTE 10 - SUBSEQUENT EVENTS
The Company has evaluated the existence of significant events subsequent to the balance sheet date through the date the financial statements were issued and has determined that there were no subsequent events or transactions which would require recognition or disclosure in the financial statements.
END NOTES TO FINANCIAL STATEMENTS