The accompanying notes are an integral part of these unaudited condensed financial statements.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1 – Organization
Merion, Inc. (the “Company”), a Nevada corporation, was formed on February 4, 2011. Its predecessor, E-World USA Holding, Inc., was a California company incorporated in 2007 (“E-World CA”). In April 2011, E-World CA entered into a merger agreement with its wholly-owned subsidiary, E-World USA Holding, Inc., a Nevada corporation (“E-World NV”) that was the survivor of the merger and became the Company. Under the Merger Agreement, the Company issued 90,000,000 shares of its common stock on a one share for one share basis for each share of E-World CA’s common stock issued and outstanding at the date of the merger. In addition, the Company issued Type A Warrants and Type B Warrants in exchange for comparable warrants issued and outstanding of E-World CA at the date of the merger. On June 27, 2017, the Company filed an amendment to its Articles of Incorporation with the Secretary of State for the State of Nevada to change its name from E-World NV, effective immediately, to Merion, Inc.
The Company is a provider of health and nutritional supplements and personal care products currently sold on the internet through our websites,
www.dailynu.com
and
www.merionus.com
, and to wholesale distributors.
Recent developments
On January 1, 2018, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with SUSS Technology Corporation, a Nevada corporation (the “Seller”), pursuant to which the Seller agreed to sell to the Company substantially all of the assets associated with the manufacture of dietary supplements (the “Asset Sale”) for an aggregate purchase price (the “Purchase Price”) of $1,000,000 and 1,000,000 shares of the Company’s common stock (the “Purchase Shares”) valued at $320,000. The Company has evaluated this transaction to determine whether it is considered to be an asset purchase or business purchase and concluded such transaction is an asset purchase in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) section. 805-10-55.
The Seller was one of our major suppliers during the years ended December 31, 2017 and 2016. Having purchased these assets from the Seller, the Company intends to manufacture some of the nutritional supplements that it sells. These assets meet all industry nutritional and dietary supplements manufacturing standards, including FDA and GMP compliance and cGMP regulations. In addition to manufacturing the nutritional supplements that it sells, the Company also anticipates starting production of hard capsules, tablets, solid beverage (sachet packaging), teabags, powder, granules, dietary supplement export, softgel capsules and healthy food from these assets for any potential new customers who need these products, similar to Original Equipment Manufacturer (“OEM”) business. In May 2018, the Company began manufacturing certain of the nutritional supplements that it sells.
Note 2 – Going Concern
There is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenues, significant recurring losses and negative working capital. If we are unable to generate significant revenue or secure additional financing, we may be required to cease or curtail our operations. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.
Management is trying to alleviate the going concern risk by: engaging external sales representatives to sell the Company’s products, investigating and securing various financing resources, including but not limited to, borrowing from the Company’s major shareholder, private placements and the possibility of raising funds through a future public offering.
Note 3 – Summary of Significant Accounting Policies
Basis of Presentation
These unaudited condensed financial statements have been presented by the Company in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. Interim results are not necessarily indicative of results to be expected for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on March 20, 2018.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the useful lives of property and equipment and the collectability of receivables. Actual results could differ from those estimates.
Enterprise wide disclosure
The Company’s chief operating decision-makers (i.e. chief executive officer and his direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by business lines (Product sales and OEM and packaging sales) for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based on qualitative and quantitative criteria established by ASC section 280, “Segment Reporting”, the Company considers itself to be operating within one reportable segment.
Cash and cash equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised primarily of money market accounts and foreign and domestic bank accounts. To reduce its credit risk, the Company monitors the credit standing of the financial institutions that hold the Company’s cash and cash equivalents.
Accounts Receivable
Trade accounts receivable are periodically evaluated for collectability based on credit history with customers and their current financial condition. Bad debt expense or write-offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions.
The accounts receivable balance and allowance for doubtful accounts are as follows:
|
|
September 30,
2018
|
|
|
December 31,
2017
|
|
|
|
(Unaudited)
|
|
|
|
|
Accounts receivable
|
|
$
|
92,475
|
|
|
$
|
94,140
|
|
Allowance for doubtful accounts
|
|
|
(78,403
|
)
|
|
|
(43,276
|
)
|
Accounts receivable, net
|
|
$
|
14,072
|
|
|
$
|
50,864
|
|
Movement of allowance for doubtful accounts is as follows:
|
|
Nine months ended
September 30,
2018
|
|
|
Year ended
December 31,
2017
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
43,276
|
|
|
$
|
25,236
|
|
Provision for doubtful accounts
|
|
|
35,127
|
|
|
|
18,040
|
|
Ending balance
|
|
$
|
78,403
|
|
|
$
|
43,276
|
|
Inventories
Inventories are valued at the lower of cost (determined on a first-in, first-out basis) or net realizable value. Inventory consists of nutritional, skin-care and beauty products and raw materials in our manufacturing facility. Management reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements and the shelf life of the various products. Based on the review, the Company records inventory write-downs when costs exceed expected net realizable value. The inventories’ shelf lives are approximately 3 years.
Property and Equipment, net
Property and equipment are stated at cost, net of accumulated depreciation. Upon disposition, the cost and related accumulated depreciation is removed from the books, and any resulting gain or loss is included in operations. The Company provides for depreciation using the straight-line method over the estimated useful lives of various classes as follow:
Computer and software
|
|
3 to 5 years
|
Furniture and fixtures
|
|
5 to 10 years
|
Vehicles
|
|
5 to 7 years
|
Leasehold improvements
|
|
over the lesser of the remaining lease term or the expected life of the improvement
|
Machinery
|
|
10 years
|
Repairs and maintenance is charged to operations when incurred while betterments and renewals are capitalized.
Intangible Assets, net
Intangible assets represent the technological know-how associated with the machinery that the Company purchased. The technological know-how have finite useful lives and are amortized using a straight-line method that reflects the estimated pattern in which the economic benefits of the intangible asset are to be consumed. The estimated useful lives for the technological know-how are 10 years, which is associated with the economic benefits of the useful lives of the machinery that the Company purchased. The Company also re-evaluates the periods of amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Impairment of Long-Lived Assets
Long-lived assets, including property, equipment and intangible assets 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 recognizes an impairment loss when estimated discounted 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. When the Company identifies an impairment, the Company reduces 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. As of September 30, 2018 and December 31, 2017, no impairment of long-lived assets was recognized.
Deferred Revenue
Deferred revenue represents product deposits advanced by customers on specified product orders or on future orders that have not been shipped as of the balance sheet date. Deferred revenue also represents shipping fee deposits advanced by customers in relation to the unshipped product orders. Deferred revenue is reduced when the related sale is recognized in accordance with the Company’s revenue recognition policy.
Accrued Bonus
Accrued bonus represents amounts earned by the Company’s affiliates (the “Affiliated Members”) for successful product sales. These bonuses are in the form of rebate credits that can be used to order the Company’s products, or the Affiliate Members can request a rebate in cash.
Fair Value of Financial Instruments
The Financial Accounting Standard Board (“FASB”) accounting standards codification (“ASC”), FASB ASC 825
Financial Instruments
, requires that the Company discloses estimated fair values of financial instruments.
As defined in ASC 820
Fair Value Measurement
, fair value is 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 (exit price). The Company utilizes the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The three levels of the fair value hierarchy are as follows:
Level 1 –
|
|
Quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
|
|
Level 2 –
|
|
Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reporting date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
|
|
|
|
Level 3 –
|
|
Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
|
Revenue Recognition
On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (ASC 606) using the modified retrospective method for contracts that were not completed as of January 1, 2018. This did
not
result in an adjustment to retained earnings upon adoption of this new guidance as the Company’s revenue was recognized based on the amount of consideration we expect to receive in exchange for satisfying the performance obligations.
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 at a point in time, based on when control of goods and services transfers to a customer.
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 each 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.
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 contracts and invoices; and the sales price to the customer is fixed upon acceptance of the sales contract. Sales rebates or discounts are recognized as a reduction of revenue. The Company recognizes revenue when controls of the goods are transferred upon shipment to the customer by the Company and collectability of payment is reasonably assured. These revenues are recognized at a point in time after all performance obligations are satisfied.
The Company also recognizes revenue on shipping and handling fees charged to the Company’s customers. Shipping and handling fee revenue is recognized when products have been delivered at a point in time. Shipping and handling fee revenues totaled $1,136 and $2,896 for the three months ended September 30, 2018 and 2017, respectively, and totaled $4,299 and $5,101 for the nine months ended September 30, 2018 and 2017, respectively.
Product returns are allowed for unopened products purchased under regular sales terms within 60 days. Allowances for product returns are provided at the time the sale is recorded using historic return rates for each country and the relevant return pattern. Historically the Company has a nearly zero return rate. Hence, the allowance as of September 30, 2018 and December 31, 2017 is estimated at $0.
In addition to the Company’s 60-day return policy, the Company, at its discretion, may accept a customer’s application for a buy-back of products previously sold within one year at 90% of the original product’s cost less commissions and shipping costs. The Company implemented its buy-back policy on January 1, 2012. To date, the Company has not received any buy-back applications. As a result, no allowance for buy-backs has been recorded as of September 30, 2018 and December 31, 2017.
The majority of the Company’s product sales are generated from China. Product sales generated from other countries or within the United States are immaterial to our financial statements. Currently, all of the Company’s OEM and packaging sales are generated from the United States. While all products are priced in U.S. currency, the Company accepts payments in both U.S. dollars and Hong Kong dollars.
Shipping and Handling Expenses
Shipping and handling costs incurred by the Company are included in selling expenses and totaled $7,774 and $13,967 for the three months ended September 30, 2018 and 2017, respectively, and totaled $23,672 and $24,824 for the nine months ended September 30, 2018 and 2017, respectively.
Income Taxes
The Company utilizes ASC 740
Income Taxes
, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred taxes are also recognized for net operating losses that can be carried forward. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Basic and Diluted Earnings (Loss) Per Share
Accounting principles generally accepted in the United States of America regarding earnings per share (“EPS”) require presentation of basic and diluted earnings (loss) per share in conjunction with the disclosure of the methodology used in computing such earnings (loss) per share.
Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average of common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. These common stock equivalents are not included when the Company has a loss because they would be anti-dilutive. There were no potential dilutive securities for the three and nine months ended September 30, 2018 and 2017.
Concentration of Credit Risk
-
Financial instruments
Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation (FDIC) insured limits for the banks located in the United States, or may exceed Hong Kong Deposit Protection Board (HKDPB) insured limits for the banks located in Hong Kong. The Company had no uninsured balances at September 30, 2018.
-
Major Customers and Suppliers
For the three months ended September 30, 2018, two customer accounted for approximately 40% (28% and 12%) of the Company’s sales and for the three months ended September 30, 2017, one customer accounted for approximately 29% of the Company’s sales.
For the nine months ended September 30, 2018, two customers accounted for approximately 55% (42% and 13%) of the Company’s sales and for the nine months ended September 30, 2017, one customer accounted for approximately 36% of the Company’s sales.
For the three months ended September 30, 2018, three suppliers accounted for approximately 66% (32%, 18% and 16%, respectively) of the Company’s product purchases and for the three months ended September 30, 2017, three suppliers accounted for approximately 89% (35%, 27% and 27%, respectively) of the Company’s product purchases.
For the nine months ended September 30, 2018, three suppliers accounted for approximately 50% (25%, 14% and 11%, respectively) of the Company’s product purchases and for the nine months ended September 30, 2017, three suppliers accounted for approximately 92% (35%, 30% and 27%, respectively) of the Company’s product purchases.
Related Parties
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
New Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Amendments to the Accounting Standards Codification (“ASC”) 842 Leases. This update requires lessees to recognize the assets and liability (the lease liability) arising from operating leases on the balance sheet for the lease term. When measuring assets and liabilities arising from a lease, a lessee should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Twelve months or less lease term, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. If a lessee makes this election, it should recognize lease expense on a straight-line basis over the lease term. In transition, this update will be effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. Management does not believe the adoption of these ASUs would have a material effect on the Company’s unaudited condensed consolidated financial statements.
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. The Company does not believe the adoption of this ASU will have a material effect on the Company’s unaudited condensed consolidated financial statements.
In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, or ASU 2018-07. ASU 2018-07 simplifies the accounting for share-based payments made to nonemployees so the accounting for such payments is substantially the same as those made to employees. Under this ASU, share based awards to nonemployees will be measured at fair value on the grant date of the awards, entities will need to assess the probability of satisfying performance conditions if any are present, and awards will continue to be classified according to Accounting Standards Codification (“ASC”) 718 upon vesting which eliminates the need to reassess classification upon vesting, consistent with awards granted to employees. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not believe the adoption of this ASU will have a material effect on the Company’s unaudited condensed consolidated financial statements.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.
Note 4 – Inventories
Inventories consist of raw materials for production and finished goods available for resale, and can be categorized as:
|
|
September 30,
2018
|
|
|
December 31,
2017
|
|
Raw materials
|
|
$
|
33,429
|
|
|
$
|
-
|
|
Work-in-progress
|
|
|
8,068
|
|
|
|
-
|
|
Finished goods
|
|
|
15,596
|
|
|
|
80,769
|
|
Inventories
|
|
$
|
57,093
|
|
|
$
|
80,769
|
|
Note 5 – Property and Equipment
Property and equipment consist of following:
|
|
September 30,
2018
|
|
|
December 31,
2017
|
|
Computer equipment and software
|
|
$
|
114,953
|
|
|
$
|
114,953
|
|
Furniture and fixtures
|
|
|
26,686
|
|
|
|
26,686
|
|
Automobiles
|
|
|
179,677
|
|
|
|
179,677
|
|
Leasehold improvement
|
|
|
40,053
|
|
|
|
40,053
|
|
Machinery
|
|
|
420,000
|
|
|
|
-
|
|
Total
|
|
|
781,369
|
|
|
|
361,369
|
|
Less: accumulated depreciation and amortization
|
|
|
(373,465
|
)
|
|
|
(320,120
|
)
|
Property and equipment, net
|
|
$
|
407,904
|
|
|
$
|
41,249
|
|
Depreciation expense totaled $17,290 and $7,949 for the three months ended September 30, 2018 and 2017, respectively.
Depreciation expense totaled $53,346 and $23,950 for the nine months ended September 30, 2018 and 2017, respectively.
Note 6 – Intangible Assets
Intangible assets consist of following:
|
|
September 30,
2018
|
|
|
December 31,
2017
|
|
Technological know-how
|
|
$
|
900,000
|
|
|
$
|
-
|
|
Total
|
|
|
900,000
|
|
|
|
-
|
|
Accumulated amortization
|
|
|
(67,500
|
)
|
|
|
-
|
|
Intangible Assets, net
|
|
$
|
832,500
|
|
|
$
|
-
|
|
Amortization expense totaled $22,500 and $0 for the three months ended September 30, 2018 and 2017, respectively.
Amortization expense totaled $67,500 and $0 for the nine months ended September 30, 2018 and 2017, respectively.
Note 7 – Debt
Due to third parties, interest bearing
The Company has borrowed money from third parties to fund operations. These third parties consist of the Chief Executive and Financial Officer’s friends and the spouse of a former board member of the Company. These advances have an annual interest rate of 6%, are unsecured, and are due on demand. As of each of September 30, 2018 and December 31, 2017, the Company owed $109,030 to these third parties.
Interest expense for the three months ended September 30, 2018 and 2017 for the above loans amounted to $1,649 and $1,649, respectively.
Interest expense for the nine months ended September 30, 2018 and 2017 for the above loans amounted to $4,893 and $4,684, respectively.
Due to third parties, non-interest bearing
The Company has borrowed money from third parties to fund operations. These third parties consist of the Chief Executive and Financial Officer’s friends and a former board member of the Company. These advances do not bear interest, are unsecured, and are due on demand. As of September 30, 2018 and December 31, 2017, the Company owed $119,857 and $729,175 to these third parties, respectively.
Long term loan
In December 2015, the Company refinanced a loan balance of $51,263 with an annual interest rate of 2.99% to be repaid over 48 months. During the nine months ended September 30, 2018 and 2017, the Company paid principal of $9,739 and $9,453, respectively, for the loan.
Future maturities of long term debt are as follows:
Three months ended December 31, 2018
|
|
$
|
2,194
|
|
Year ended December 31, 2019
|
|
|
13,395
|
|
Total
|
|
|
15,589
|
|
Current portion of long term debt
|
|
|
(12,203
|
)
|
Long term debt
|
|
$
|
3,386
|
|
Interest expense for the three months ended September 30, 2018 and 2017 for the above loan amounted to $141 and $237, respectively.
Interest expense for the nine months ended September 30, 2018 and 2017 for the above loan amounted to $496 and $781, respectively.
Note 8 – Related Party Transactions
Due to shareholder, interest bearing
In January 2016, Mr. Dinghua Wang, a major shareholder, director, Chief Executive and Financial Officer of the Company, pledged certain of his personal assets and obtained a personal loan from which he provided funds for the operations of the Company. In consideration for the funds the Company received, the Company agreed to pay the interest of this loan on Mr. Wang’s behalf. This loan has an annual borrowing rate of 9.99%. During the year ended December 31, 2017, advances totaled $471,603. As of September 30, 2018 and December 31, 2017, the balance due to Mr. Wang, interest bearing, amounted to $471,603. The full balance of $471,603 is to be repaid on February 1, 2019.
Interest expense for the three months ended September 30, 2018 and 2017 for the above loan amounted to $12,488.
Interest expense for the nine months ended September 30, 2018 and 2017 for the above loan amounted to $37,463.
Due to shareholder, non-interest bearing
From time to time, Mr. Dinghua Wang, a major shareholder, director, Chief Executive and Financial Officer of the Company, advances monies to the Company and the Company repays such advances. Such business transactions are recorded as due to or from Mr. Wang at the time of the transaction. During the nine months ended September 30, 2018 and 2017, advances totaled $84,041 and $34,937, respectively, and payments to Mr. Wang totaled $214,797 and $106,380, respectively. As of September 30, 2018 and December 31, 2017, the balance due to Mr. Wang, non-interest bearing, amounted to $2,660,190 and $2,790,946, respectively. This balance does not bear interest, is unsecured and is due on demand.
Due to employee
The Company has borrowed money from Vickie Ho, Executive Vice President of the Company, to fund operations. These advances do not bear interest, are unsecured and are due on demand. As of each of September 30, 2018 and December 31, 2017, the Company owed $95,000 to such employee.
Advances from related parties, interest bearing
The Company has borrowed $30,000 from a related party to fund operations since July 2016. This related party is the son of the Company’s Chief Executive and Financial Officer. These advances have an annual interest rate of 10%, are unsecured and are due on demand. No repayments have been made during either of the nine month periods ended September 30, 2018 and 2017. As of each of September 30, 2018 and December 31, 2017, the Company owed $30,000 to this related party.
Interest expense for the three months ended September 30, 2018 and 2017 for the above loans amounted to $756.
Interest expense for the nine months ended September 30, 2018 and 2017 for the above loans amounted to $2,244.
Advances from related parties, non-interest bearing
The Company has borrowed money from certain related parties to fund operations. The related parties consist of the Chief Executive and Financial Officer’s immediate family members and relatives. These advances do not bear interest, are unsecured and are due on demand. As of each of September 30, 2018 and December 31, 2017, the Company owed $518,839 to these related parties.
Note 9 – Income Taxes
The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the three months ended September 30, 2018 and 2017:
|
|
Three months ended September 30, 2018
|
|
|
Three months ended September 30, 2017
|
|
|
Nine months ended September 30, 2018
|
|
|
Nine months ended September 30, 2017
|
|
Federal statutory rate
|
|
|
21.0
|
%
|
|
|
34.0
|
%
|
|
|
21.0
|
%
|
|
|
34.0
|
%
|
State statutory rate
|
|
|
7.0
|
%
|
|
|
5.8
|
%
|
|
|
7.0
|
%
|
|
|
5.8
|
%
|
Valuation allowance
|
|
|
(17.8
|
)%
|
|
|
12.2
|
%
|
|
|
(17.3
|
)%
|
|
|
(25.0
|
)%
|
Permanent difference *
|
|
|
(10.2
|
)%
|
|
|
(52.0
|
)%
|
|
|
(10.7
|
)%
|
|
|
(14.8
|
)%
|
Effective tax rate
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
*Represents 50% of meal and entertainment expenses and stock compensation expense that are not deductible in the Company’s U.S. tax returns.
The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The cumulative net operating loss carryforwards that may be applied against future taxable income is approximately $6,767,000 for Federal income taxes and $6,767,000 for California income taxes as of September 30, 2018. The cumulative net operating loss carryforward that may be applied against future taxable income is approximately $6,386,000 for Federal and is approximately $5,338,000 for California as of December 31, 2017, and will expire in the years 2031 to 2037. During the nine months ended September 30, 2018 and 2017, the Company incurred net losses. As deferred tax assets may not be fully realizable due to potential recurring losses, management has provided 100% valuation allowance for the deferred tax assets.
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% beginning in 2018. Accordingly, we have re-measured our deferred tax assets as of December 31, 2017. However, this re-measurement had no effect on the Company’s income tax expense as the Company provides a 100% valuation allowance on its deferred tax assets.
The components of the deferred tax assets is as follows:
|
|
September 30,
2018
|
|
|
December 31,
2017
|
|
Allowance for doubtful accounts
|
|
$
|
21,940
|
|
|
$
|
12,110
|
|
Net operating losses
|
|
|
1,871,878
|
|
|
|
1,701,704
|
|
Deferred tax assets
|
|
|
1,893,818
|
|
|
|
1,713,814
|
|
Valuation allowance
|
|
|
(1,893,818
|
)
|
|
|
(1,713,814
|
)
|
Deferred tax assets, net
|
|
$
|
-
|
|
|
$
|
-
|
|
Changes in the value allowance for deferred tax assets increased by $180,004 from $1,713,814 at December 31, 2017 to $1,893,818 at September 30, 2018.
As of September 30, 2018, federal tax returns filed for 2015, 2016 and 2017 remain subject to examination by the taxing authorities. As of September 30, 2018, California tax returns filed for 2014, 2015, 2016 and 2017 remain subject to examination by the taxing authorities.
Note 10 – Commitments
Operating lease
The Company has contracted to rent office and warehouse space for its main corporate office through October 2018 and thereafter on a month-to-month basis of $3,100 per month without future commitment. In addition, the Company has contracted to rent a factory in Nevada on a month-to-month basis with a two-month notice before termination. The Company’s commitment for minimum lease payments under these operating leases as of September 30, 2018 for the following periods is as follow:
Three months ending December 31, 2018
|
|
$
|
3,100
|
|
The Company incurred rent expense of $20,392 and $5,346 for the three months ended September 30, 2018 and 2017, respectively.
The Company incurred rent expense of $62,366 and $26,746 for the nine months ended September 30, 2018 and 2017, respectively.
Note 11 – Equity
Share Distribution Plan
1) On July 15, 2017, the Board approved Mr. Dinghua Wang, the Chairman and CEO of the Company to distribute up to 30 million of his own shares to certain persons outside of the United States who have previously worked with the Company as an incentive for these individuals to assist the Company to develop its international market. Accordingly, special legends regarding restrictions on resale of the securities and no-hedging transactions would need to be included on the securities.
As of the date of this report, Mr. Wang had distributed 1,500,000 shares pursuant to this plan. All of these 1,500,000 shares were distributed on February 14, 2018 pursuant to Regulation S under the Securities Act of 1933. The Company determined that these shares distributed by Mr. Wang were related to the Company’s operations in accordance to ASC 220-10-S99-4. The fair value of these shares were valued at $480,000 and recorded as stock-based compensation expenses in the Company’s nine months ended September 30, 2018 consolidated statements of operations.
2) On July 28, 2017, the Company’s Board of Directors approved Mr. Dinghua Wang, the Chairman and CEO of the Company to distribute up to 5 million of his own shares to the people who, directly or indirectly, loaned funds or referred customers to the Company or purchased products from the Company as the Company faces its financial difficulties. To the extent that these share distributions are being made to anyone outside of the U.S., those distributions will be made under Regulation S and must contain appropriate Regulation S subscription agreements and legends. If anyone within U.S. is to receive those shares, the Company must consult with the Company counsel to comply with U.S. securities laws.
As of the date of this report, Mr. Wang had distributed 4,181,592 shares pursuant to this plan. All of these 4,181,592 shares were distributed on February 14, 2018. The Company determined that these 4,181,592 shares distributed by Mr. Wang were at his own discretion and the recipients of the shares did not expect such distribution at the time when they, directly or indirectly, loaned funds or referred customers to the Company or purchased products from the Company as the Company faces its financial difficulties.
3) On June 30, 2017, the Company’s Board of Directors approved that the Company can grant up to twenty million shares (from authorized but unissued shares of its common stock) to persons outside the U.S. who sell Company products based on their sales performance in the future. The Company must determine that this type of incentive compensation is legal and appropriate for each country in which it is utilized. For ease of administration, this plan will be implemented solely for persons outside of the United States pursuant to Regulation S under the Securities Act of 1933.
On September 30, 2018, the Company issued 15,500 shares to the Company’s sales agents outside the U.S. The shares are valued at $4,804, determined using the closing price of the Company’s common stock on the applicable issuance dates and recognized in the captioned “selling expenses” in the accompanying condensed statements of operations and other comprehensive income (loss) for the three and nine months ended September 30, 2018.
Private placements
During the year ended December 31, 2017, the Company entered into a series of Securities Purchase Agreement with various unrelated third party purchasers, pursuant to which the Company sold to these purchasers in private placements an aggregate of 640,307 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a purchase price of $0.90 per share for an aggregate offering price of $576,637. The sales were completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.
During the nine months ended September 30, 2018, the Company entered into a series of Securities Purchase Agreements with various unrelated third party purchasers, pursuant to which the Company sold to these purchasers in private placements an aggregate of 1,583,574 shares of the Common Stock at an average purchase price of $0.91 per share for an aggregate offering price of $1,436,098. The sales were completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.
During the nine months ended September 30, 2018, the Company issued an aggregate of 55,388 shares of Common Stock to various unrelated third-party individuals located outside the United States as compensation for introducing private placement investors to the Company and which led to successfully raised capital. The issuances were completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. These shares were valued at $50,403, which was determined by using the associated average private placement purchase price of $0.91 per share. The value of the shares was accounted for as a reduction of additional paid-in capital because the issuances were made as compensation for financing-related services in connection with the Company’s successful capital raise.
On December 23, 2017, the Company entered into a Securities Purchase Agreement with Changqian Liu, an unrelated third party, pursuant to which the Company sold to him in a private placement 111,110 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $0.90 per share for an aggregate offering price of $100,000. The sale was intended to be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. Under the terms of the Purchase Agreement, the Private Placement was to close no later than January 30, 2018. Given that the closing had not yet occurred, the Company delivered a notice to Mr. Liu on March 21, 2018, terminating the Agreement with immediate effectiveness.
Purchase of assets
On January 1, 2018, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with SUSS Technology Corporation, a Nevada corporation (the “Seller”), pursuant to which the Seller agreed to sell to the Company substantially all of the assets associated with the Seller’s manufacture of dietary supplements (the “Asset Sale”) for an aggregate purchase price (the “Purchase Price”) of $1,000,000 and 1,000,000 shares of the Company’s common stock (the “Purchase Shares”) valued at $320,000. The cash and cash equivalents, minute books, stock ledger and other company records, as well as raw materials and customer lists remained with the Seller, and the Company assumed the Seller’s obligations under a lease of real property used in the Seller’s business.
The issuance of the Purchase Shares was completed pursuant to the exemption from registration provided by Regulation D promulgated under the Securities Act of 1933, as amended. The issuance of the Purchase Shares was contingent on the Seller or its designated recipient executing all certificates and other documents reasonably requested by the Company, the completion of the assignment of the assets subject to the Asset Sale (the “Acquired Assets”), and the completion of all applications for relevant business and manufacturing licenses for the Company’s benefit. The payment of the cash portion of the Purchase Price shall occur in two distributions: (i) the first, in the amount of $600,000, shall occur within six months of the date of the Purchase Agreement, and (ii) the second, in the amount of $400,000, shall occur within twelve months of the date of the Purchase Agreement. Each such distribution will be contingent on the completion of the transfer of the Acquired Assets and all permits and other governmental registrations and licenses relating to the Acquired Assets. The second distribution may be reduced by any indemnification claims against the Seller under the terms of the Agreement. The distribution of the Purchase Shares was completed in March 2018. The payment date for the first installment payment of $600,000 was extended to December 31, 2018.
Common stock to be issued for consulting services
On November 9, 2017, the Company entered into a Planning and Establishing Services Agreement (the “Agreement”) with Fuzhou Wingo Brand Management LTD., a company incorporated in China (the “Consultant”), pursuant to which the Company engaged the Consultant to provide certain research and strategic planning services and to introduce investors to the Company (the “Services”). As compensation for the Services, the Company agreed to pay the Consultant RMB 50,000 (approximately $7,541) and issue to the Consultant 500,000 shares of its common stock, par value $0.001 (the “Shares”), in two installments. The first installment of 200,000 Shares was to be issued within twenty (20) days of the delivery of a report and investment strategy to the Company, and the second installment of 300,000 Shares shall be delivered following the completion of an investment of at least $3,000,000 in proceeds to the Company. The term of the Agreement for providing the investment strategy report was three months and could be extended for an additional one-month period. The term of the Agreement was extended to May 31, 2018. On May 4, 2018, the report of the investment strategy was completed and the first installment of 200,000 shares was issued to the Consultant. These shares are valued at $44,000, determined using the closing price of the Company’s common stock on November 9, 2017 of $0.22 per share. The Company’s obligation to issue the second installment of 300,000 Shares shall remain effective indefinitely until the completion of an investment of at least $3,000,000 in proceeds to the Company and the issuance of such Shares.
Debt repayment
On May 1, 2018, the Company entered into a Debt Repayment Agreement (the “Repayment Agreement”) with certain creditors of the Company (the “Creditors”), pursuant to which the Company agreed to repay $360,000 debt owed to the Creditors in the form of 400,000 shares of Company’s common stock at a debt conversion rate of $0.90 per share (the “Debt Repayment”), which was determined by using the latest private placement purchase price of $0.90 per share. As a result, there was no gain/loss on being recorded in these transactions. The Debt Repayment was completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.
Common stock issued for consulting services
On July 1, 2018, the Company entered into an Investor Relations Agreement with an investor relations firm (the “IR Consultant”), pursuant to which the Company engaged the IR Consultant to provide up-listing consulting services. As compensation for the services, the Company agreed to issue to the IR Consultant 300,000 shares of its common stock, par value $0.001, in two installments. The first installment of 150,000 shares was issued on July 1, 2018, and the second installment of 150,000 shares shall be delivered on the first day on which the Company’s capital stock is listed on the NYSE or NASDAQ. These shares are valued at $150,000, determined using the closing price of the Company’s common stock on July 1, 2018 of $1.00 per share. For the three and nine months ended September 30, 2018, stock compensation expenses of these shares amounted to $150,000.
On August 30, 2018, the Company entered into two advisory agreements with two advisors (the “Financial Advisors”), pursuant to which the Company engaged the Financial Advisors to provide certain Financial Advisory services for a service period of six months. As compensation for the services, the Company agreed to issue the Financial Advisors an aggregate of 67,916 shares of its common stock, par value $0.001. The valuation of these shares are valued at $20,375, determined using the closing price of the Company’s common stock on August 30, 2018 of $0.30 per share. For the three and nine months ended September 30, 2018, amortization of deferred stock compensation of these shares amounted to $3,396 and $16,979 are capitalized as deferred stock compensation as services have not been performed as of September 30, 2018.
Issuance of restricted common stock
On July 13, 2018, the Board of Directors of the Company approved the grant of 2,300,000 restricted stock units (the “RSUs”) to three employees of the Company, pursuant to the Merion, Inc. 2018 Omnibus Equity Plan. 30% percent of the RSUs will vest on July 13, 2019, 30% of the RSUs will vest on July 13, 2020, and the remaining 40% of the RSUs will vest on July 13, 2021, in each case provided that the employee remains employed, in good standing, by the Company. These shares are valued at $851,000, determined using the closing price of the Company’s common stock on July 13, 2018 of $0.37 per share, and will be amortized ratably over the term of the vesting periods of three years on a straight line basis. The Company accounts for the restricted common stock as equity-settled awards in accordance with ASC 718. For the three and nine months ended September 30, 2018, amortization of deferred stock compensation of these shares amounted to $55,257. Deferred stock compensation of $812,722 are capitalized as a reduction of shareholders’ equity (deficit) as the services have not been performed as of September 30, 2018.
The following table summarizes unvested restricted common stock activity for the nine months ended September 30, 2018:
|
|
Number of shares
|
|
|
Weighted average grant-date fair value per share
|
|
Outstanding as of December 31, 2017
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
2,300,000
|
|
|
|
0.37
|
|
Vested
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
Outstanding as of September 30, 2018
|
|
|
2,300,000
|
|
|
$
|
0.37
|
|
Note 12 – Other Income (Expense), net
Change in fair value of Rescission Liability - Type B Warrants
During 2009 and 2010, the Company’s predecessor, E-World CA, issued a total of 2,491,108 type B warrants as sales incentive compensation to sales members. The type B warrants entitled the holders to collectively receive 2,491,108 common shares upon a going public event in the U.S. as specified in the warrant. No additional consideration for the common shares was required upon exercise. Upon the merger of E-World CA with and into the Company in 2011, the Company issued to those sales members replacement type B warrants with substantially similar terms and conditions (the “Type B Warrants”). During 2012, 2,485,708 of the Company’s Type B Warrants were exercised for shares of common stock. The Type B Warrants may have been issued and exercised in violation of United States federal securities laws. The Company recorded “Rescission Liabilities – Type B Warrants” at the fair value of the shares issued upon exercise of these warrants. The fair value of the common shares was initially estimated using comparable sales of common stock prior to August 9, 2017. The Company determined that comparable sales of stock is more reliable as the fair value because goods or services received cannot be reliably measured. The fair value of the Type B warrants as of December 31, 2016 was $249,111.
On August 9, 2017, the Company’s common stock resumed trading in the OTC market. As a result, the Company began valuing the fair value of the common shares using the closing price of the Company’s common stock. The fair value of the Type B warrants as of September 30, 2017 was $621,427
.
As a result, the Company recorded a loss of $372,316 for the change in fair value of Rescission Liabilities for the three and nine months ended September 30, 2017.
Note 13 – Subsequent Events
Private placements
Subsequent to September 30, 2018 and until the date of this report, the Company entered into a series of Securities Purchase Agreement with various unrelated third party purchasers, pursuant to which the Company sold to these purchasers in private placements an aggregate of 15,000 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $1.00 per share for an aggregate offering price of $15,000. The sales were completed pursuant to the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended. Concurrently, the Company issued an aggregate of 1,200 shares of Common Stock to an unrelated third-party individual as compensation for introducing private placement investors to the Company and which led to successfully raised capital.