UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒   Quarterly Report PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2018

September 30, 2019

or

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

For the Transition Period from               to              .

Commission File Number 000-54485

IONIX TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

4F, Tea TreeRm 608, Block B, Building, Guwu Sanwei Industrial Park, Xixiang Street, BaoanTimes Square, No.50 People Road, Zhongshan District, Shenzhen, GuangdongDalian City, Liaoning Province, China 518000116001

(Address of principal executive offices) (Zip Code)

+86-138 8954 087386-411-88079120

(Registrant’s telephone number, including area code)

_____________________________Not applicable_

(Former name, former address and former fiscal year, if changed since last report)

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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No o.☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yeso ☒ Noo ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o☐ No x.☒.

Securities registered pursuant to Section 12(b) of the Act: None

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of February 11,November 14, 2019, there were 114,003,000 shares of common stock issued and outstanding, par value $0.0001 per share.

As ofFebruary 11, 2019, there were 5,000,000 shares of preferred stock issued and outstanding, par value $0.0001 per share.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report on Form 10-Q and other filings of the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the availability of working capital to fund our operations, the competitive market in which we operate, the efficient and uninterrupted operation of our computer and communications systems, our ability to generate a profit and execute our business plan, the retention of key personnel, our ability to protect and defend our intellectual property, the effects of governmental regulation, and other risks identified in the Registrant’s filings with the Securities and Exchange Commission from time to time.

In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Although the Registrant believes that the expectations reflected in the forward-looking statements contained herein are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Registrant, nor any other person, assumes responsibility for the accuracy and completeness of such statements. The Registrant is under no duty to update any of the forward-looking statements contained herein after the date of this Quarterly Report on Form 10-Q.

IONIX TECHNOLOGY, INC.

FORM 10-Q

DECEMBER 31, 2018

September 30, 2019

INDEX

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

IONIX TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)(Unaudited)

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

IONIX TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)(Unaudited)

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

IONIX TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

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

IONIX TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Unaudited)

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

IONIX TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018SEPTEMBER 30, 2019

(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 and an entity controlled through VIE agreements in China, the Company sells the high-end intelligent electronic equipment, which includes the portable power banks for electronic devices, LCM and LCD screens in China.

Acquisition

On December 27, 2018, Ionix Technology, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Jialin Liang and Xuemei Jiang, each of whom are shareholders (the “Shareholders”) of Changchun Fangguan Electronics Technology Co., Ltd. (“Fangguan Electronics”). Pursuant to the terms of the Purchase Agreement, the Shareholders, who together own 95.14% of the ownership rights in Fangguan Electronics, agreed to execute and deliver the Business Operation Agreement dated December 27, 2018, the Equity Interest Pledge Agreement dated December 27, 2018, the Equity Interest Purchase Agreement dated December 27, 2018, the Exclusive Technical Support Service Agreement dated December 27, 2018 (the “Services Agreement”) and the Power of Attorney dated December 27, 2018, all together are referred to the “VIE Transaction Documents”, to the Company in exchange for the issuance of an aggregate of 15,000,000 shares of the Company’s common stock, par value $.0001 per share (the “Common Stock”), thereby causing Fangguan Electronics to become the Company’s variable interest entity. The entirety of the transaction will hereafter be referred to as the “Transaction”. As a result of the Transaction, the Company are able to exert effective control over Fangguan Electronics and receive 100% of the net profits or net losses derived from the business operations of Fangguan Electronics. Fangguan Electronics manufactures and sells LCD screens in China based in Changchun City, Jilin Province, People’s Republic of China. (See Note 4).

The Transaction was accounted for as a business combination using the acquisition method of accounting. The assets, liabilities and the operations of Fangguan Electronics subsequent to the Transaction date were included in the Company’s consolidated financial statements.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company had a working capital deficiency of $5,562,375 at December 31, 2018 and did not generate cash from operations for the six months ended December 31, 2018 and 2017. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company plans to rely on the proceeds from loans from both unrelated and related parties to provide the resources necessary to fund the development of the business plan and operations. However, no assurance can be given that the Company will be successful in raising additional capital.

NOTE 32 – BASIS OF PRESENTATION AND 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 consolidated 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 December 31, 2018September 30, 2019 and the results of operations and cash flows for the periods ended December 31, 2018September 30, 2019 and 2017.2018. 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 and six months ended December 31, 2018September 30, 2019 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire year ending June 30, 20192020 or for any subsequent periods. The balance sheet at June 30, 20182019 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 consolidated financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended June 30, 20182019 as included in our Annual Report on Form 10-K as filed with the SEC on October 11, 2018.September 30, 2019.

Basis of consolidation

The consolidated financial statements include the accounts of Ionix, its wholly owned subsidiaries and an entity which the Company controls 95.14% and receives 100% of net income or net loss through VIE agreements. All significant inter-company balances and transactions have been eliminated upon consolidation.

Certain amounts have been reclassified to conform to current year presentation.

Use of Estimates

The Company’s consolidated financial statements have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but are not limited to, the allowance for doubtful accounts receivable and advance to suppliers, the valuation of inventory, provision for staff benefit, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to our consolidated financial statements.

Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation and any impairment. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use. Repairs and maintenance costs are normally expensed as incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the asset, the expenditure is capitalized as an additional cost of the asset.

When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the statement of comprehensive income (loss) in the reporting period of disposition.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets after taking into account their respective estimated residual value. The estimated useful life of the assets is as follows:

Intangible assets

Land use right is recorded as cost less accumulated amortization. Land use rights represent the prepayments for the use of the parcels of land in the PRC where the Company’s production facilities are located, and are charged to expense over their respective lease periods of 50 years. According to the laws of the PRC, the government owns all of the land in the PRC. Company or individuals are authorized to use the land only through land use rights granted by the PRC government for a certain period (usually 50 years).

Purchased intangible assets are recognized and measured at fair value upon acquisition. Intangible assets acquired separately and with finite useful lives are carried at costs less accumulated amortization and any accumulated impairment losses. Amortization for intangible assets with finite useful lives is provided on a straight-line basis over their estimated useful lives. Alternatively, intangible assets with indefinite useful lives are carried at cost less any subsequent accumulated impairment losses. The estimated useful lives of the intangible assets are as follows:

Gains or losses arising from derecognition of the intangible asset are measured at the difference between the net disposal proceeds and the carrying amount of the assets and are recognized in the statement of comprehensive income (loss) when the asset is disposed.

Impairment of long-lived assets

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as property, plant and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

Revenue recognition

The Company adopted the new accounting standard, ASC 606, Revenue from Contracts with Customers, and all the related amendments (new revenue standard) to all contracts using the modified retrospective method beginning on July 1, 2018. The adoption willdid not result in an adjustment to the retained earnings as of June 30, 2018. The comparative information willwas not be restated and will continuecontinued to be reported under the accounting standards in effect for those periods. The adoption of the new revenue standard will havehas no impact on either reported sales to customers or net earnings.

The Company will continueestimates return based on historical results, taking into consideration the type of customers, the type of transactions and the specifics of each arrangement.

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

Under these criteria, for revenues from sale of products, the Company generally recognizes revenue when its products are delivered to customers in accordance with the written sales terms. For service revenue, the Company recognizes revenue when services are performed and accepted by customers.

The following table disaggregates our revenue by major source for the three months ended September 30, 2019 and 2018, respectively:

All of the operating entities of the Company are domiciled in the PRC. Accordingly, all of the Company’s revenues are derived in the PRC during the three months ended September 30, 2019 and 2018. As of September 30, 2019 and June 30, 2019, all of the non-current assets were located in the PRC.

Lease

In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize revenue from product salesleases on their balance sheet and disclose key information about the leasing arrangements. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize an ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months.

The new standard is effective for us on July 1, 2019, with early adoption permitted. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as goods are shipped or deliveredits date of initial application. The Company adopted the new standard on July 1, 2019 and used the effective date as our date of initial application. Consequently, financial information is not provided for the dates and periods before July 1, 2019. The new standard provides a number of optional expedients in transition. The Company elected the package of practical expedients which permits us not to reassess under the customer,new standard our prior conclusions about lease identification, lease classification and initial direct costs.

The new standard has no material effect on our consolidated financial statements as control of goods occurs at the same time.Company does not have a lease with a term longer than 12 months.

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 statements 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 statements 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:

Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, inventory, prepayments and other receivables, accounts payable, income tax payable, derivative liabilities, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The Company has the derivative liabilities measured at fair value on a recurring basis.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

Common Stock Purchase Warrants

The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 ("Contracts in Entity's Own Equity"). The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

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 43 – ACQUISITIONVARIABLE INTEREST ENTITY

On December 27, 2018, the Company entered into VIE agreements with two shareholders of Fangguan Electronics to control 95.14% of the ownership rights and receive 100% of the net profit or net losses derived from the business operations of Fangguan Electronis.Electronics. In exchange for VIE agreements and additional capital contribution, the Company issued 15 million shares of common stock to two shareholders of FrnagguanFangguan Electronics. (See Note 1)

The Transactiontransaction was accounted for as a business combination using the acquisition method of accounting. The assets, liabilities and the operations of Fangguan Electronics subsequent to the Transactionacquisition date were included in the Company’s consolidated financial statements.

The purchase price was allocated toFollowing unaudited pro forma combined statement of operations are based upon the fair valuehistorical financial statements of Ionix and Fangguan Electronics for the three month ended September 30, 2018 and are presented as if the acquisition had occurred at the beginning of the tangible and intangible assets acquired and liabilities assumed. The Company has estimated the fair value of the assets acquired and liabilities assumed as of the acquisition date and will adjust these estimates accordingly within the one year measurement period once the appraisal report is completed. The preliminary purchase price allocated to assets acquired and liabilities assumed as of the acquisition was as follows:period.

Risks associated with the VIE structure

The Company believes that the contractual arrangements with its VIE and respective shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could:

The Company’s ability to conduct its business through its VIE may be negatively affected if the PRC government were to carry out of any of the aforementioned actions. As a result, the Company may not be able to consolidate its VIE in its consolidated financial statements as it may lose the ability to exert effective control over its VIE and its respective shareholders and it may lose the ability to receive economic benefits from its VIE. The Company, however, does not believe such actions would result in the liquidation or dissolution of the Company, its PRC subsidiary and its VIE. The following financial statement amounts and balances of its VIE were included in the accompanying consolidated financial statements after elimination of intercompany transactions and balances:

NOTE 5 –4 - INVENTORIES

Inventories are stated at the lower of cost (determined using the weighted average cost method)cost) or net realizable value. Inventories consist of the following:

The Company recorded no inventory markdown for the three months ended September 30, 2019 and 2018.

NOTE 65 – PROPERTY, PLANT AND EQUIPMENT, NET

The components of property, plant and equipment were as follows:

Depreciation expense related to property, plant and equipment was $201,068 for the three months ended September 30, 2019.

As of December 31, 2018,September 30, 2019, buildings were pledged as collateral for bank loans (See Note 8)7).

NOTE 76 – INTANGIBLE ASSETS, NET

Intangible assets consist of the following:

Amortization expense related to intangible assets was $7,246 for the three months ended September 30, 2019.

Fangguan Electronics acquired the land use right from the local government in August 2012 which expires on August 15, 2062. As of December 31, 2018,September 30, 2019, land use right was pledged as collateral for bank loans (See Note 8)7).

NOTE 87 – SHORT-TERM BANK LOAN

On November 12, 2018, Fangguan Electronics entered into a short-term loan agreement with Industrial Bank to borrow approximately US$2.62.52 million (RMB 18 million) for a year with annual interest rate of 5.27%. The borrowing was collateralized by the Company’s buildings and land use right. In addition, the borrowing was guaranteed by the Company’s shareholder and CEO of Fangguan Electronics, Mr. Jialin Liang, and his wife Ms. Dongjiao Su. The Company is in the process of renewing the loan with bank.

NOTE 98 - RELATED PARTY TRANSACTIONS AND BALANCES

Manufacture – related party

On September 1, 2016, the Company’s subsidiary, Baileqi Electronic, entered into a manufacturing agreement with Shenzhen Baileqi Science and Technology Co., Ltd. (“Shenzhen Baileqi S&T”) to manufacture products. The owner of Shenzhen Baileqi S&T is also a stockholder of the Company who owns approximately 1.5% of the Company’s outstanding common stock as of December 31, 2018.  The manufacturing costs incurred with Shenzhen Baileqi S&T was $0 and $271,186 for the six months ended December 31, 2018 and 2017, respectively, and the amount of $0 and $123,035 respectively were included in cost of revenue. The manufacturing costs incurred with Shenzhen Baileqi S&T was $0 and $79,083 for the three months ended December 31, 2018 and 2017, respectively, and the amount of $0 and $78,868 respectively were included in cost of revenue.

Purchase from related party

During the sixthree months ended December 31,September 30, 2019, the Company purchased $583,764 and $37,495 from Keenest and Shenzhen Baileqi S&T which were owned by the Company’s stockholders who own approximately 1.7% and 1.3% respectively of the Company’s outstanding common stock as of September 30, 2019. The amount of $583,764 and $37,495 were included in the cost of revenue. 

During the three months ended September 30, 2018, the Company’s subsidiaries, Lisite ScienceCompany purchased $676,379 and Baileqi Electronic, purchased $1,610,058 and $517,262$450,505 from Keenest and Shenzhen Baileqi S&T which were owned by the Company’s stockholders who own approximately 2% and 1.5% respectively of the Company’s outstanding common stock as of December 31,September 30, 2018. The amount of $1,610,058$676,379 and $454,049$340,026 were included in the cost of revenue for the six months ended December 31, 2018.revenue.

During the sixthree months ended December 31,September 30, 2018, the Company’s subsidiary, Fangguan Photoelectric, purchased $1,498,744$792,282 from Fangguan Electronics before Fangguan Electronics became a variable interest entity of the Company as ofon December 27, 2018 (See Note 1 and Note 4)3). The president of Fangguan Electronics was the president and a member of the board of directors of Fangguan Photoelectric before he resigned and left Fangguan Photoelectric in October 2018. The amount of $1,130,052 was included in the cost of revenue for the six months ended December 31, 2018.

During the six months ended December 31, 2017, Lisite Science and Baileqi Electronic purchased $391,804 and $410,976 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 $391,804 and $363,832 were included in the cost of revenue for the six months ended December 31, 2017.

During the three months ended December 31, 2018, Lisite Science and Baileqi Electronic purchased $933,679 and $66,757 from Keenest and Shenzhen Baileqi S&T which were owned by the Company’s stockholders who own approximately 2% and 1.5% respectively of the Company’s outstanding common stock as of December 31, 2018. The amount of $933,679 and $114,023 were included in the cost of revenue for the three months ended December 31, 2018. 

During the three months ended December 31, 2018, Fangguan Photoelectric purchased $706,462 from Fangguan Electronics before Fangguan Electronics became a variable interest entity of the Company as of December 27, 2018 (See Note 1 and Note 4). The president of Fangguan Electronics was the president and a member of the board of directors of Fangguan Photoelectric before he resigned and left Fangguan Photoelectric in October 2018. The amount of $366,646$763,406 was included in the cost of revenue for the three months ended December 31,September 30, 2018.

During the three months ended December 31, 2017, Lisite Science and Baileqi Electronic purchased $328,159 and $236,511 from Keenest and Shenzhen Baileqi S&T which were owned by the Company’s stockholders who own approximately 2% and 1.5% respectively of the Company’s outstanding common stock. The amount of $328,159 and $199,993 were included in the cost of revenue for the three months ended December 31, 2017.

Advances to suppliers - related parties

Lisite Science made advances of $0$246,249 and $206,194$269,498 to Keenest for future purchases as of December 31, 2018September 30, 2019 and June 30, 2018, respectively. 

Accounts payable - related parties

The trade balance payable to Fangguan Electronics was $0 and $248,543 as of December 31, 2018 and June 30, 2018, respectively. The trade balance payable to Keenest were $55,829 and $0 as of December 31, 2018 and June 30, 2018,2019, respectively.

Sales to related party and accounts receivable from related party

During the three and six months ended December 31,September 30, 2019 and 2018, Baileqi Electronic sold materials of $0$313,957 and $93,838 respectively to Shenzhen Baileqi S&T, respectively.

During the three and six months ended December 31, 2018, Fangguan Photoelectric sold products of $22,059 to Fangguan Electronics.

Accounts receivable - related parties

&T. The sales-relatedtrade-related balance receivable from Shenzhen Baileqi S&T were $160,647was $102,680 and $119,543$340,026 as of December 31, 2018September 30, 2019 and June 30, 2018,2019, respectively.

Lease from related party

Lisite Science leases office and warehouse space from Keenest, a related party, with annual rent of approximately $1,500 (RMB10,000) for one year until July 20, 2020.

Baileqi Electronic leases office and warehouse space from Shenzhen Baileqi S&T, a related party, with monthly rent of approximately $2,500 (RMB17,525) and the lease period is from June 1, 2019 to May 31, 2020.

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:

(1) Ben Wong was the controlling shareholder of Shinning Glory until April 20, 2017, which holds majority shares in Ionix Technology, Inc.

(2) Yubao Liu is the controlling shareholder of Shinning Glory since April 20, 2017, which holds majority shares in Ionix Technology, Inc.

(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%1.3% of the Company’s outstanding common stock, and the owner of Shenzhen Baileqi S&T.

(5) Baozhu Deng is a relative of Baozhen Deng, a stockholder of the Company.

(6) Jialin Liang is the president, CEO, and director of Fangguan Electronics.

(7) Xuemei Jiang is the vice president and director of Fangguan Electronics.

(8) Liang Zhang is the legal representative of Shizhe New Energy.Energy until May 2019.

(9) Zijian Yang is the General Managersupervisor of Shizhe New Energy.

(10) The liabilities were assumed fromShikui Zhang serves as the acquisitionlegal representative and general manager of Fangguan Electronics.Shizhe New Energy since May 2019.

During the sixthree months ended December 31,September 30, 2019, Yubao Liu was refunded of $15,978 by Well Best and Welly Surplus. Baileqi Electronic refunded $5,303 to Baozhu Deng. Shizhe New Energy refunded $625 and $1,869 to Liang Zhang and Zijian Yang respectively. Shikui Zhang advanced $10,045 to Shizhe New Energy.

During the three months ended September 30, 2018, Yubao Liu advanced $248,298$126,381 to Well Best. Baileqi Electronic borrowed $2,914$2,990 from Baozhu Deng. In addition, Baozhen Deng refunded $7,591$7,903 to Baileqi Electronic. Liang Zhang and Zijian Yang advanced $5,887 and $5,139 to Shizhe New Energy, respectively.

During the six months ended December 31, 2017, Welly Surplus paid $5,000 to Xin Sui for loan repayment. Baileqi Electronic paid $9,111 to Shenzhen Baileqi S&T to reduce the loan balance. Lisite Science paid $122,820 to Changyong Yang for loan repayment. In addition, Yubao Liu advanced $29,998 to Well Best.

NOTE 109 – CONCENTRATION

Major customers

Customers who accounted for 10% or more of the Company’s revenues (goods sold and services) for the three and six months ended December 31,September 30, 2019 and 2018 and 2017, respectively and its outstanding balance of accounts receivable as of December 31,September 30, 2019 and 2018 and 2017, respectively are presented as follows:

AllPrimarily all customers are located in the PRC.

Major suppliers

The suppliers who accounted for 10% or more of the Company’s total purchases (materials and services) for the three and six months ended December 31,September 30, 2019 and 2018 and 2017, respectively and its outstanding balance of accounts payable as of December 31,September 30, 2019 and 2018 and 2017, respectively are presented as follows:

All suppliers of the Company are located in the PRC.

NOTE 1110 - 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 yearyears ended June 30, 2011 and after were still open to audit as of December 31, 2018.September 30, 2019.

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 December 31, 2018.September 30, 2019.

Hong Kong

The Company’s subsidiaries, Well Best and Welly Surplus, are registered in Hong Kong areand subject to income tax rate of 16.5%. For the sixthree months ended December 31,September 30, 2019 and 2018, and 2017, there is no assessable income chargeable to profit tax in Hong Kong.

The PRC

The Company’s subsidiaries in China are subject to a unified income tax rate of 25%. FanguguanFangguan Electronics was certified as high-tech enterprises for three years from November 2016 to November 2019 and is taxed at a unified income tax rate of 15%.

The reconciliation of income tax expense at the U.S. statutory ratesrate of 21% in 2019 and 35%2018, to the Company’sCompany's effective tax rate is as follows:

The provisions for income taxes are summarized as follows:

As of December 31, 2018,September 30, 2019, the Company has approximately $558,000$962,000 net operating loss carryforwards available in the U.S., Hong Kong and Hong KongChina 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 comprehensive income (loss).

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 11 - CONVERTIBLE DEBT

On July 25, 2019, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd to issue and sell, upon the terms and conditions set forth in this Agreement a convertible note of the Company, in the aggregate principal amount of $103,000 and received $94,840 in cash on August 1, 2019 after deducting legal fees and other costs. The U.S. Tax Cutsconvertible note bears interest rate at 6% per annum and Jobs Act (Tax Act)due on July 25, 2020. The convertible note can be converted into shares of the Company’s common stock at 65% of the average of the two lowest trading prices during the fifteen trading day prior to the conversion date.

Upon its issuing, the Company determined the conversion feature of this convertible note represented an embedded derivative since the note was enacted on December 22, 2017 and introduces significant changesconvertible into a variable number of shares upon conversion. Accordingly, this convertible note was not considered to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income taxbe conventional debt under ASC 815 and the base erosion tax, respectively. embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability.

The Tax Act requiresCompany valued the initial derivative liability for the convertible note issued on July 25, 2019 at $67,343. The Company used the Black-Scholes valuation model with the following assumptions: risk-free interest rate of 2.08% and 1.68% (10 years US treasury yield) and volatilities of 55.87% and 55.87% on July 25, 2019 and September 30, 2019 respectively.

For the three months ended September 30, 2019, the Company recorded the amortization of debt discount of $13,822 for the convertible note issued on July 25, 2019.

On September 11, 2019, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund LLC to pay U.S. income taxesissue and sell, upon the terms and conditions set forth in this Agreement a convertible note of the Company, in the aggregate principal amount of $165,000 and received $143,500 on accumulated foreign subsidiary earningsSeptember 18, 2019 after deducting an original issue discount in the amount of $15,000 (the “OID”), legal fees and other costs. The convertible note bears interest rate at 5% per annum and payable in one year. Conversion price shall be equal to the lower of (i) $2.00 or (ii) 75% multiplied by the lowest traded price of the common stock during the twenty consecutive trading day period immediately preceding the date of the respective conversion.

Upon its issuing, the Company determined the conversion feature of the convertible note represented an embedded derivative since the note was convertible into a variable number of shares upon conversion. Accordingly, the convertible note was not previouslyconsidered to be conventional debt under ASC 815 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability.

The Company valued the initial derivative liability for the convertible note issued on September 11, 2019 at $102,785. The Company used the Black-Scholes valuation model with the following assumptions: risk-free interest rate of 1.75% and 1.68% (10 years US treasury yield) and volatility of 59.15% and 55.87% on September 11, 2019 and September 30, 2019 respectively.

For the three months ended September 30, 2019, the Company recorded the amortization of debt discount of $7,491 for the convertible note issued on September 11, 2019.

Warrant

In connection with the issuance of the $165,000 convertible promissory note, FirstFire Global Opportunities Fund, LLC is entitled, upon the terms and subject to U.S. income taxthe limitations on exercise and the conditions set forth in the agreement, at aany time on or after the date of issuance hereof to purchase from the Company up to 68,750 shares of common stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant). Exercise price shall be $2.40 and the warrants can be exercised within 5 years before September 11, 2024.

The Company used the Black-Scholes valuation model to calculate and determined that the fair value of the warrants was $22,787 using following assumptions: risk-free interest rate of 15.5% to1.75% (10 years US treasury yield) and volatility of 59.15% on September 11, 2019.

Since the extentwarrants can be exercised at $2.4 and are not liabilities, the convertible notes of foreign cash and certain other net current assets and 8%$165,000 were allocated based on the remaining earnings. Sincefair values of the Company’s foreign subsidiaries have not generated accumulated earnings asconvertible notes and warrants. Accordingly, $20,022 was allocated to warrants and recorded in additional paid in capital account.

As of December 31, 2017, the Company believes that Tax Act will not have significant impact on the Company’s consolidated financial statements.September 30, 2019, there were 68,750 warrants outstanding, of which none is fully or partially vested.

NOTE 12 - 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.

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

The following Management's Discussion and Analysis should be read in conjunction with Ionix Technology, Inc.’s. financial statements and the related notes thereto. The Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Report on Form 10-Q. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report on Form 10-Q.

The following discussion should be read in conjunction with our unaudited consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended June 30, 2018, filed with the Commission on October 11, 2018.

Results of Operations for the three and six months ended December 31, 2018 and 2017

RevenueRevenues

During the three months ended December 31,September 30, 2019 and 2018, total revenues was $7,500,330 and 2017, total revenue was $2,251,548and $750,944,$2,568,888, respectively. The total revenuesincreasedby 200%192 % from the three months ended December 31, 2017September 30, 2018 to three months ended December 31, 2018.

During the six months ended December 31, 2018 and 2017, revenue was $4,820,436 and $1,132,485, respectively. The total revenuesincreasedby 326% from the six months ended December 31, 2017 to the six months ended December 31, 2018.September 30, 2019.

The increase in revenuerevenues for the three and six months ended December 31, 2018September 30, 2019 compared to 20172018 can be attributed to our expanded operations in the fields of LCD screensLCM in the PRC duringby the three and six months endedacquisition of Fangguan Electronics on December 31,27, 2018.

Cost of Revenue

Cost of revenuerevenues included the cost of raw materials, labor, depreciation, overhead and finished products purchased and the sub-contracting processing fee paid to the processing factories which were owned by our shareholders, pursuant to the manufacturing agreement between the Company’s subsidiaries in PRC and processing factories.purchased.

During the three months ended December 31,September 30, 2019 and 2018, the total cost of revenue was $541,912 for non-related parties$6,073,104 and $1,414,348 for related parties. In comparison, during the three months ended December 31, 2017, the cost of revenues was $64,971 for non-related parties and $607,020 for related parties.$2,279,723, respectively. The total cost of revenues increased by 191%166% from the three months ended December 31, 2017September 30, 2018 to three months ended December 31, 2018.

During the six months ended December 31, 2018, cost of revenue was $1,041,824 for non-related parties and $3,194,159 for related parties. In comparison, during the six months ended December 31, 2017, cost of revenue was $113,903 for non-related parties and $878,671 for related parties. The total cost of revenues increased by 327% from the six months ended December 31, 2017 to six months ended December 31, 2018. September 30, 2019.

The increase in cost of revenue for the three and six months ended December 31, 2018September 30, 2019 compared to 20172018 was attributed to our expandedadditional revenue from operations in the fields of LCD screensLCM in the PRC duringby the three and six months endedacquisition of Fangguan Electronics on December 31,27, 2018.

Gross Profit

There were no significant fluctuations in our gross profit margin.

During the three months ended December 31,September 30, 2019 and 2018, and 2017,the gross profit was $295,288$1,427,226 and $78,953,$289,165 respectively.

The gross profit increased by 394% from the three months ended September 30, 2018 to three months ended September 30, 2019.

Our gross profit margin maintained at 13%19.0% during the three months ended December 31, 2018September 30, 2019 as compared to 11%11.3% for the three months ended December 31, 2017. During the six months ended December 31, 2018 and 2017, gross profit was $584,453 and $139,911, respectively.  Our gross profit margin maintained at 12% for the six months ended both December 31, 2018 and December 31, 2017. September 30, 2018.

The difference can be attributed to the fact that the LCM manufactured and sold by Fangguan Electronics (which became a variable interest entity of the Company on December 27, 2018) hold the higher gross margin (around 17%).

Selling, General and Administrative Expenses

Our selling, general and administrative expenses mainly comprised of professional fees, payroll expenses, transportation, office expense, professional fees, freight and shipping costs, rent, and other miscellaneous expenses.

During the three months ended December 31,September 30, 2019 and 2018, and 2017,selling, general and administrative expenses were $232,917,$381,428 and $61,475,$61,586, respectively.

During the six months ended December 31, 2018, and 2017, general and administrative expenses were $295,906, and $131,028, respectively. 

The increase in selling, general and administrative expenses was attributed to our expanded operations and an increase in professional expenses related to the acquisition of Fangguan Electronics which occurred during the three and six months ended December 31, 2018.

Net Income (Loss)

During the three months ended December 31, 2018 and 2017, our net income was $6,854 compared with $9,714, respectively. The difference can be attributed to a significant increase inthe depreciation and amortization expenses, payroll expenses, professional fees and other expenses related toincurred during the acquisition ofthree months ended September 30, 2019 after Fangguan Electronics which was completedbecame a variable interest entity of the Company on December 27, 2018.

Research and Development Expenses

Our research and development expenses mainly comprised of payroll expenses of research staff, and other miscellaneous expenses.

During the sixthree months ended September 30, 2019 and 2018, research and development expenses were $222,823 and $-, respectively.

The difference can be attributed to the research and development expenses incurred during the three months ended September 30, 2019 after Fangguan Electronics became a variable interest entity of the Company on December 31,27, 2018.

Net Income

During the three months ended September 30, 2019 and 2018, and 2017, our net income was $184,007$711,276 compared with a net loss of $490,$177,153 respectively.

The difference can be attributed to increase in gross profits netting off by the increase of expenses during the sixthree months ended December 31, 2018. September 30, 2019.

Liquidity and Capital Resources

Cash Flow from Operating Activities

During the sixthree months ended December 31,September 30, 2019 and 2018, and 2017, net cash used inprovided by operating activities was $208,621$1,217,629 and $158,761,$ 57,609, respectively. The change was mainly due to the increase in accounts payable-non-related partiesthe net income, increased net cash flows from operating assets and accounts payable - related parties outflows which were partially offset byliabilities of $370,051 and an increase inresulting from adjustments to net income and advancefor non-cash items, which increased $255,846 in 2019 compared to suppliers-related parties inflows.2018.

Cash Flow from Investing Activities

During the sixthree months ended December 31,September 30, 2019 and 2018, and 2017, net cash provided byused in investing activities was $687,591$118,198 and $148,947,$0 respectively. The change was mainly due to the cash provided by Fangguan Electronics whoseused in the acquisition was completed on December 27, 2018 which was partially offset byof the decrease in other receivable inflows. equipment.

Cash Flow from Financing Activities

During thesix three months ended December 31, 2018,September 30, 2019, the Company received $238,293was provided by $334,455 in cash forby financing activities, which was nearly all due to proceedsthe repayment of loans from related party loans. In comparison, duringparties and increase in notes receivable and convertible notes payables inflows. During thesix three months ended December 31, 2017,September 30, 2018, the Company used $109,513was provided by $137,292 in cash for financing activities, all of which was attributable to repaymentthe advances of the related party loans.

As of December 31, 2018,September 30, 2019, we have a working capital deficiency of $5,562,375, which can be attributed to the large working capital deficiency (approximately $6 million ) of Fangguan Electronics whose acquisition was completed on December 27, 2018.$1,504,464.

Our total current liabilities as of December 31, 2018September 30, 2019 was $13,527,742$8,690,098 and consists of $2,622,683$2,518,081 for a short-term bank loan, $3,715, 537$3,297,564 in accounts payables for non-related parties,payable, the amount due to related parties $6,771,273, advancesof $2,035,995, advance from customers of $63,468,$328,514, the convertible notes payable, net of debt discount and loan cost of $69,503, the derivative liability of $154,239 and accrued expenses and other current liabilities of $298,952.$286,202. Our Company’s directors and major shareholders arePresident is committed to providing for our minimum working capital needs for the next 12 months, and we do not expect the previous related party loan amounts to be payable for the next 12 months. However, we do not have a formal agreement that states any of these facts. The remaining balance of our current liabilities relates to audit and consulting fees and such payments are due on demand and we expect to settle such amounts on a timely basis based upon shareholder loans to be granted to us in the next 12 months.

Future Financings

We will not consider taking on any long-term or short-term debt from financial institutions in the immediate future. WeBesides for the bank funding, we are dependent upon our director and the major shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations. The financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

Our critical accounting policies are disclosed in Note 32 to the consolidated financial statements.

Recently Issued Accounting Pronouncements

There were no recent accounting pronouncements that have or will have a material effect on the Company’s financial position or results of operations.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2018.September 30, 2019.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting subsequent to the fiscal year ended June 30, 2018,2019, which were identified in connection with our 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.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls 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. 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 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 the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also 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 our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest. 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

None.

None.

N/A.

None.