|8-K||2019-05-28||Other Events, Exhibits|
|8-K||2018-07-30||Shell Status, Exhibits|
|8-K||2018-07-02||Enter Agreement, Other Events, Exhibits|
|8-K||2018-06-30||Other Events, Exhibits|
|KANG||Ikang Healthcare Group||710|
|JMDA||Jerrick Media Holdings||453|
|UEEC||United Health Products||263|
|FTFC||First Trinity Financial||0|
|MULTI||Multi Solutions II||0|
|AGBP||Allegro Beauty Products||0|
|Note 1. Organization and Description of Business|
|Note 2. Summary of Significant Accounting Policies|
|Note 3. Notes Receivable - Related Parties|
|Note 4. Accounts Receivable|
|Note 5. Shareholder's Equity|
|Note 6. Deffered Revenue|
|Note 7. Stock Based Compensation|
|Note 8. Related Party Transactions|
|Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.|
|Item 3. Quantitative and Qualitative Disclosures About Market Risk.|
|Item 4. Controls and Procedures.|
|Part II - Other Information|
|Item 1. Legal Proceedings.|
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.|
|Item 3. Defaults Upon Senior Securities.|
|Item 4. Mine Safety Disclosures.|
|Item 5. Other Information.|
|Item 6. Exhibits.|
|Balance Sheet||Income Statement||Cash Flow|
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-55699
AMERICATOWNE HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
(COMMISSION FILE NO.)
(IRS EMPLOYEE IDENTIFICATION NO.)
4700 Homewood Court, Suite 100, Raleigh North Carolina 27609
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ISSUER TELEPHONE NUMBER)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
|Large accelerated filer [ ]||Accelerated filer [ ]|
|Non-accelerated filer [ ]||Smaller reporting company [X]|
|Emerging Growth company [X]|
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. [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of the latest practicable date, the Company has 198,566,004 shares of its common stock issued and outstanding.
TABLE OF CONTENTS
|PART I||FINANCIAL INFORMATION||PAGE|
|Item 1.||Financial Statements||3|
|Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018||3|
|Statements of Operations for three and six months ended June 30, 2019 and 2018 (Unaudited)||4|
|Statements of Changes in Stockholders’ Equity for three and six months ended June 30, 2019 and 2018 (Unaudited)||5|
|Statements of Cash Flows for six months ended June 30, 2019 and 2018 (Unaudited)||7|
|Notes to Financial Statements (Unaudited)||8|
|Item 2.||Management's Discussion and Analysis of Financial Condition and Results of Operations||17|
|Item 3.||Quantitative and Qualitative Disclosures About Market Risk||22|
|Item 4.||Controls and Procedures||22|
|Item 1.||Legal Proceedings||22|
|Item 2.||Unregistered Sales of Equity Securities and Use of Proceeds||23|
|Item 3.||Defaults Upon Senior Securities||23|
|Item 4.||Mine Safety Disclosures||23|
|Item 5.||Other Information||23|
|AMERICATOWNE Holdings, Inc. and Subsidiaries|
|Consolidated Balance Sheets|
|June 30||December 31|
|Cash and cash equivalents||$||86,372||$||105,095|
|Notes receivable - related parties||59,690||62,500|
|Accounts receivable, net||585,164||567,191|
|Accounts receivable, net - related parties||3,683,019||3,210,345|
|Other receivables - related parties||60,412||60,412|
|Total Current Assets||4,499,268||4,017,433|
|Property, plant and equipment, net||43,618||42,314|
|Deferred tax assets||787,676||654,375|
|LIABILITIES AND SHAREHOLDERS' EQUITY|
|Accounts payable and accrued expenses||$||36,578||$||83,000|
|Deposit from customers||1,469||1,469|
|Due to related parties||120,825||59,143|
|Income tax payable||90,537||78,323|
|Total Current Liabilities||3,023,561||2,396,087|
|Deferred revenues-non current||42,631||44,901|
|Commitments & Contingencies|
|Common stock, $0.0001 par value; 500,000,000 shares authorized,|
|198,566,004 and 198,481,796 shares issued and outstanding||198,566||198,482|
|Common stock subscribed||—||—|
|Additional paid-in capital||6,220,837||6,135,995|
|Receivable for issuance of stock||(315,207||)||(313,208||)|
|Total Liabilities and Shareholders' Equity||$||5,380,662||$||4,764,545|
|See Notes to Consolidated Financial Statements|
|AMERICATOWNE Holdings, Inc. and Subsidiaries|
|Consolidated Statements of Operations|
|For the Three Months Ended||For the Six Months Ended|
|June 30, 2019||June 30, 2018||June 30, 2019||June 30, 2018|
|Cost of Revenues-Related Parties||162||128,272||5,153||163,771|
|General and administrative||78,365||379,414||556,008||798,170|
|Total operating expenses||136,612||463,013||640,418||966,668|
|Loss from operations||(135,639||)||(465,150||)||(643,301||)||(656,169||)|
|Other Expenses (Income)||(35,240||)||(253||)||(43,696||)||(245||)|
|Provision for income taxes||(32,405||)||(160,270||)||(134,827||)||(226,062||)|
|Less: Net loss attributable to the noncontrolling interest||6,244||2,543||15,102||6,922|
|Net loss attributable to AMERICATOWNE, Inc common stockholders||$||(61,750||)||$||(302,084||)||$||(449,676||)||$||(422,940||)|
|Loss per share - basic and diluted||$||(0.00||)||$||(0.01||)||$||(0.00||)||$||(0.01||)|
|Weighted average shares outstanding- basic and diluted||198,530,839||49,431,801||198,508,127||49,294,073|
See Notes to Consolidated Financial Statements.
|AMERICATOWNE Holdings, Inc. and Subsidiaries|
|Consolidated Statements of Stockholders' Equity|
|For the Six Months Ended June 30, 2019 and 2018|
|Americatowne Inc. Shareholders|
|Preferred Stock||Common Stock|
|Balance, December 31, 2017||$||3,063,653||—||—||48,985,926||4,899||87||5,684,903||(204,425||)||(2,359,220||)||(90,223||)||27,632|
|Shares Issued for Proceeds||183,339||—||—||265,424||26||67||183,246||—||—||—||—|
|Shares Issued for Compensation||—||—||—||170,000||17||—||42,483||—||(42,500||)||—||—|
|Amortization of Deferred Compensation||240,178||—||—||—||—||—||—||—||240,178||—||—|
|Net loss for the Period||(125,235||)||—||—||—||—||—||—||(120,856||)||—||—||(4,379||)|
|Balance, March 31, 2018||3,361,935||—||—||49,421,350||4,942||154||5,910,632||(325,281||)||(2,161,542||)||(90,223||)||23,253|
|Shares Issued for Proceeds||3,000||—||—||22,334||2||—||2,998||—||—||—||—|
|Shares Issued for employment agreement||—||—||—||40,000||4||—||9,996||—||(10,000||)||—||—|
|Amortization of Deferred Compensation||166,002||—||—||—||—||—||—||—||166,002||—||—|
|Net loss for the Period||(304,627||)||—||—||—||—||—||—||(302,084||)||—||—||(2,543||)|
|Balance, June 30, 2018||3,226,310||—||—||49,483,684||4,948||154||5,923,626||(627,365||)||(2,005,540||)||(90,223||)||20,710|
|Americatowne Holdings Inc. Shareholders|
|Preferred Stock||Common Stock||Common Stock||Additional Paid-In||Retained||Deferred||Receivable for Issuance|
|Balance, December 31, 2018||$||2,323,557||—||$||—||198,481,796||$||198,482||$||—||$||6,135,995||$||(2,050,372||)||$||(1,623,587||)||$||(313,208||)||$||(23,753||)|
|Amortization of Deferred Compensation||330,584||—||—||—||—||—||—||—||330,584||—||—|
|Net loss for the Period||(396,784||)||—||—||—||—||—||—||(387,926||)||—||—||(8,858||)|
|Balance, March 31, 2019||$||2,257,356||—||$||—||198,486,004||$||198,486||$||—||$||6,137,990||$||(2,438,299||)||$||(1,293,003||)||$||(315,207||)||$||(32,611||)|
|Shares Issued for employment agreement||—||—||—||80,000||80||—||19,920||—||(20,000||)||—||—|
|Amortization of Deferred Compensation||17,755||—||—||—||—||—||—||—||17,755||—||—|
|Capital contributed to extinguish payables||107,353||—||—||—||—||—||62,927||—||—||—||44,426|
|Net loss for the Period||(67,994||)||—||—||—||—||—||—||(61,750||)||—||—||(6,244||)|
|Balance, June 30, 2019||2,314,470||—||—||198,566,004||198,566||—||6,220,837||(2,500,049||)||(1,295,248||)||(315,207||)||5,571|
|See Notes to Consolidated Financial Statements.|
|AMERICATOWNE Holdings, Inc. and Subsidiaries|
|Consolidated Statements of Cash Flows|
|For the Six Months Ended|
|June 30, 2019||June 30, 2018|
|Adjustments to reconcile net loss to net cash provided by operations|
|Bad debt provision||28,101||27,496|
|Changes in operating assets and liabilities:|
|Accounts receivable, net||438,994||(565,102||)|
|Other receivable - related parties||49,975||45,651|
|Deferred tax assets||(133,301||)||(235,553||)|
|Accounts payable and accrued expenses||(1,004,164||)||(45,376||)|
|Deposit from customers||—||—|
|Due to related parties||35,903||34,167|
|Income tax payable||12,214||9,492|
|Net cash used in operating activities||(11,328||)||(506,947||)|
|Purchase of fixed assets||(10,204||)||(10,528||)|
|Issuance of notes receivable||—||1,250|
|Repayment of notes receivable||2,810||—|
|Net cash used in investing activities||(7,394||)||(9,278||)|
|Proceeds from issuance of common stock||—||186,339|
|Net cash provided by financing activities||—||186,339|
|Increase (Decrease) in cash and cash equivalents||(18,722||)||(329,886||)|
|Cash and cash equivalents at beginning of period||105,095||900,168|
|Cash and cash equivalents at end of period||$||86,373||570,282|
|Supplemental disclosure of cash flow information|
|Income taxes paid||$||—||$||—|
|See Notes to Consolidated Financial Statements.|
f/k/a ATI Modular Technology Corp.
Notes to Consolidated Financial Statements
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
AmericaTowne Holdings, Inc., f/k/a ATI Modular Technology Corp., defined above and herein as the “Company” or “ATI Modular” formerly Global Recycle Energy, Inc., was incorporated under the laws of the State of Nevada on March 7, 2008.
On June 23, 2017, a majority of the Company’s shareholders approved an Agreement and Plan of Merger between the Company and AmericaTowne, whereby AmericaTowne would merge into the Company with the Company continuing on as the surviving entity (referred to herein as the “AmericaTowne Merger”). In connection with the AmericaTowne Merger, the Company filed Amended Articles of Incorporation changing its name to “AmericaTowne Holdings, Inc.,” which represents that the Company will continue implementing the business plans of both the Company and AmericaTowne. As a result of the AmericaTowne Merger, the Company acquired all of AmericaTowne’s business, contracts, assets, and obligations. The Company will continue operating under the assumed names “ATI Modular Technology Corp.” and “AmericaTowne, Inc.”
The AmericaTowne Merger was deemed effective on August 1, 2018, or after the period covered in this report.
“ATI Modular Technology Corp is engaged in the development and the exporting of modular energy efficient technology and processes that allow government and private enterprises in China and elsewhere to use US-based methods for creating modular spaces, facilities, and properties. The Company is in the business of all aspects of modular and smart construction, including but not limited to, (a) the furtherance of modular and smart construction technology, education, development and production in developed and undeveloped countries, (b) acquisition and/or installation of construction equipment, materials, furnishings, hardware, insulation, flooring, roofing, wiring, plumbing, heating and air conditioning, and landscaping, and (c) other businesses directly or tangentially related to these lines of services, including assisting businesses and entrepreneurs in securing naming, licensing or promotional rights, driving internet and media traffic, increasing visibility of product and name recognition, and other services
AmericaTowne, Inc. is pursuing its objectives in providing upper and middle-income consumers in China with “Made in the USA” goods and services allowing such consumers to experience United States’ culture and lifestyle. The pursuit of these objectives will continue to be done through AmericaTowne, as an assumed name of the Company. In addition, the Company believes it has made significant progress in developing its business platform in Africa by implementing business and commerce solutions considered mainstream in America, but relatively new in these developing countries. The Company’s recent developments in Africa have been highlighted through numerous contractual disclosures on EDGAR. The Company intends on continuing to deploy resources, research and expertise in evaluating further opportunities in developing countries as part of its overall growth model. Notwithstanding its recent progress and intentions, there is no guarantee that the Company will be successful.
As with any business plan that is aspirational in nature, there is no assurance we will be able to accomplish all our objective or that we will be able to meet our financing needs to accomplish our objectives.
Our principal executive offices are located at 4700 Homewood Court, Suite 100 in Raleigh, North Carolina. We are registered as a foreign business entity in the State of North Carolina. We lease the office space from Yilaime Corporation, a Nevada corporation doing business in North Carolina, and a related party to the Company, as set forth below. Our physical location for our operations in China along with a manufacturing facility is Anhui Province Jiangnan Industrial Concentration Zone New Energy Industry Park A1, A2, A5 Plant Chizhou City, Anhui Province, China. The Company registered its wholly owned subsidiary Anhui Ao De Xin Modular Building Technology Co. Ltd. in Jiangnan Industry Zone, Chizhou, China. Our physical location for operations in Kenya is 764 Milimani Estates, Kisumu, Kenya. The Company registered its wholly owned subsidiary AmericaTowne Holdings Limited in Kisumu, Kenya.
The Company entered an Investment and Cooperation Agreement with the Jiangnan Industry Zone in Anhui Province, China dated September 8, 2016 (the “Jiangnan Cooperation Agreement”). On December 28, 2016, the Company entered the definitive agreement, American ATI Modular Technology Company Project Investment Agreement (the “Investment Agreement”) with the Administrative Committee, Jiangnan Industry Zone in Anhui Province. The Investment Agreement superseded the Jiangnan Cooperation Agreement. Under the Investment Agreement, the Administrative Committee of Jiangnan Industrial Concentration Zone of Anhui Province (hereinafter, “Jiangnan”) and the Company have agreed to the construction of the Company’s green, modular building and related technology under the project name “Modular Plant Production Base.”
Under the Investment Agreement, the Company has agreed to manufacture and install modular buildings, and provide research into the development of green building module manufacturing using US based technology. The Company has agreed to provide appropriate technology and intelligent systems in providing modular building lifecycle services. In addition, to modular and smart technology, the Company and Jiangnan has agreed to establish: 1) a modular development institute research and training center; 2) an entrepreneurial incubator; 3) an engineering technology research center; 4) an industrial design center; 5) a post-doctoral workstations and engineering laboratories; and 6) an international student intern summer work program. Where possible the Company’s aim is to increase US exports by using American based technology, equipment and services. (Strategy).
The Company presented to Anhui Project to United States Ex-Im Bank, which provided a Letter of Interest in providing support for the Project. Additionally, pursuant to its agreement with Chizhou government, Chizhou preliminarily agreed to provide support for EX-IM funding either by a guarantee or local bank support. Although no loan application has been submitted management is under the impression that subject to meeting Ex-Im Bank’s standard underwriting requirements, there is a possibility of loans, and other funding including working capital and insurance. Going forward, we plan on working with Ex-Im to seek insurance and funding for the Chizhou operations. There is no assurance that funding and or insurance will be obtained.
The Company entered the Modular Services Agreement with AmericaTowne, a related party and the majority and controlling shareholder of the Company, to support AmericaTowne’s obligations under the Shexian Agreement in designing, installing and manufacturing American modular technology for use in all government and private buildings throughout Shexian County, and elsewhere in China. The terms and conditions of the Modular Services Agreement with AmericaTowne and the Shexian Agreement are set forth above.
Also, the Company has entered the Yongan and Shexian Agreements to pursue the development of business opportunities involving modular technology and investments, and business development. While we plan to have robust operations in the United States and international locations, we expect the bulk of our operations and revenue will come from China.
China's economy and its government impact our revenues and operations. While the Company has an agreement in place with the government of Jiangnan as well as the approval by government officials in Shexian and Yongan China to operate facilities there is no assurance that we will operate the facilities successfully. Additionally, the Company will need government approval in other locations in China to operate other aspects of our business plan. There is no assurance that we will be successful in obtaining approvals from government entities in other locations to operate other aspects of our business plan. Finally, Mr. Perkins, as a control person of each entity – AmericaTowne and the Company, might elect to forego certain obligations of AmericaTowne under other Corporative Agreements currently in place or not enter more definitive agreements with Governments in China and elsewhere, which in turn, could impact the Company’s ability to meet its business plan set forth herein.
The Company has entered into agreements with a number of Counties in Kenya and the National Treasury of Kenya to provide various equipment pursuant to tenders awarded to the Company by the Counties and National Government. These agreements are pending, and we expect to initiate actions pursuant to tenders and invoices the end of the 4th Quarter and the beginning of the 1st Quarter 2019.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").
The Company entered into Agreement and Plan of Merger with AmericaTowne, Inc. whereas the merger was accounted under US GAAP as a business combination under common control with the Company being the acquirer as both entities were owned by the same controlling shareholders. The consolidated financial information have been presented at historical costs and on a retroactive basis of the entities.
Before the merger, the Company was the subsidiary of AmericaTowne, Inc. of which the consolidated financial statements are the combined financial statements of AmericaTowne, Inc. and the Company. For better comparison, the financial statements of prior periods presented in this filing (including statements of operations as well as cash flow statements for three and six months ended, June 30, 2018) are financial statements of AmericaTowne, Inc.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and all its majority-owned subsidiaries which require consolidation. Inter-company transactions have been eliminated in consolidation.
Interim Financial Statements
These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto contained in its report on Form 10-K for the years ended December 31, 2018
The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company's financial position at June 30, 2019, and the results of its operations and cash flows for the six months ended June 30, 2019. The results of operations for the period ended June 30, 2019 are not necessarily indicative of the results to be expected for future quarters or the full year.
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
The carrying amount reported in the balance sheet for cash, accounts receivable, accounts payable, accrued expenses, interest payable and short-term notes payable approximate fair value because of the immediate or short-term maturity of these financial instruments.
The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. However, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
Property, Plant, and Equipment
Property, plant and equipment are initially recognized recorded at cost. Gains or losses on disposals are reflected as gain or loss in the period of disposal. The cost of improvements that extend the life of plant and equipment are capitalized. These capitalized costs may include structural improvements, equipment and fixtures. All ordinary repairs and maintenance costs are expensed as incurred.
Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets:
|Office equipment||3-5 years|
For the six months ended June 30, 2019 and 2018, depreciation expense is $8,899 and $7,494, respectively.
Investments primarily include cost method investments. On June 30, 2019 and December 31, 2018, the carrying amount of investments was $3,860 and $3,860, respectively. There are no identified events or changes in circumstances that may have a significant adverse effect on fair value of the investment as of June 30, 2019.
Income taxes are provided in accordance with Statement of Financial Accounting Standards ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
The Company was established under the laws of the State of Delaware and is subject to U.S. federal income tax and Delaware state income tax. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. On June 30, 2019 and December 31, 2018, there is deferred tax assets of $787,676 and $654,375, respectively. The Company had $90,537 and $78,323 of income tax liability as of June 30, 2019 and December 31, 2018, respectively.
Earnings per Share
In February 1997, the FASB issued ASC 260, "Earnings per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective (inception).
Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.
For the six months ended June 30, 2019 and 2018, diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
The standard, "Disclosures about Segments of an Enterprise and Related Information", codified with ASC 280, requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in business segment of marketing and sales in China while the Company's general administration function is performed in the United States. On June 30, 2019, all assets and liabilities are in the United States where the income and expense has been incurred since inception to June 30, 2019.
Impact of New Accounting Standards
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.
Pushdown Accounting and Goodwill
Pursuant to applicable rules (FASB ASC 805-50-S99) the Company used push down accounting to reflect Yilaime Corporation's purchase of 100% of the shares of the Company's common stock. Richard Chiang, the Company's prior sole shareholder entered into an agreement to sell an aggregate of 10,000,000 shares of the Company's common stock to Yilaime Corporation effective upon the closing date of the Share Purchase Agreement dated June 26, 2014. Richard Chiang executed the agreement and owned no shares of the Company's common stock. This transaction resulted in Yilaime Corporation retaining rights, title and interest to all issued and outstanding shares of common stock in the Company.
The Company's revenue recognition policies comply with FASB ASC Topic 605. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, collectability is reasonably assured, and there are no significant subsequent obligations for the Company to assume.
Prior to an agreement, the Company assesses whether collectability from the potential customer is reasonably assured. The Company reviews the customer's financial condition, which is an indicator of both its ability to pay, and, in turn, whether or not revenue is realizable.
The ability to pay is an important criterion for entrance into an agreement with the customer. If management believes that the potential customer does not have the ability to pay, normally an agreement is not entered into with the customer.
If, at the outset an arrangement is entered into and the Company determines that the collectability of the revenue amount from the customer is questionable, management would not recognize revenue until it receives the amount due or conditions change so that collectability is reasonably assured. If collectability is reasonably assured at the outset of an arrangement, but subsequent changes in facts and circumstances indicate collection from the customer is no longer probable, the amount is recorded as bad debt expense.
There are two primary customer agreements currently offered to the Company's customers - (a) Licensing, Lease and Use Agreement ("Licensing Agreement"), and (b) Exporter Services Agreement ("Exporter Agreement").
(a) Licensing, Lease and Use Agreement
For the License, Lease and Use Agreement, the Company reflects revenue recognition over the course of the term.
(b) Exporter Services Agreement.
For services provided in the Exporter Service Agreement, the Company has two primary types of services called the Service Fee and Transaction Fee. Additionally, under certain circumstances, the Company may charge an Extension Fee. The customer under the Exporter Services Agreement is defined in this section as the "Exporter."
The Service Fee
Upon signing the Exporters Agreement, the Exporter is provided with services consisting of eight related components including: 1) market analysis; 2) review of proposed goods and services; 3) expectations for supply and demand in the market; 4) conducting export business in China; 5) information on financing; 6) information on the export tax savings programs; 7) international trade center assistance; and 8) selecting and assigning a tax saving company. All eight components of the Service Fee are delivered as one deliverable upon the signing or shortly thereafter of the Exporter Service Agreement with the exporter. The Company completes the earnings process upon the signing the Exporter Service Agreement since the one service fee deliverable has been delivered and we have no further obligations. Revenue is not recognized until the completion of these eight components and the Company has no further obligations.
The Transaction Fee
During this process, the Exporter's goods and services are tested in the market, buyers or identified, deals or negotiated and the exporter products and services are delivered, and payment is made. The Transaction Fee is normally a percentage of each transaction.
The Transaction Fee process includes the Exporter's participation in three programs: 1) the Sample and Test Market Program; 2) Market Acceptance Program; and 3) Export Delivery Action. In the Sample and Test Market Program, an Exporter's products and services are tested in the market; sources of goods and services are confirmed; price indications are confirmed; and an Exporter and buyer match occurs. In the Market Acceptance Program, the export deal is identified and negotiated. Finally, in the Export Delivery Action, the goods are shipped and delivered and payment is made. The Company does not recognize revenue until completion of these three programs and the Company has no further obligations.
Throughout the life of the Exporter Agreement, the Company expects Exporters to complete multiple transactions. Each transaction is a separate and independent process.
The Extension Fee
The Extension Fee is an independent accounting unit. The Extension Fee is a fee charged to those Exporters who in rare cases for whatever reason fail to avail themselves of the Transaction Process. The Exporter has one-year to participate in the Sample and Test Market Program. Afterwards, provided no transaction has occurred and the Exporter agrees to pay a fee equal to 25% of the original Service fee within thirty (30) days (the "Extension Fee"), the Exporter may continue the Transaction Process. If the Extension Fee is not paid, the Exporter's participation and membership in the Sample and Test Program terminates. In the event of termination, the balance of any prior fees is still due and payable.
Provided that the Exporter agrees to pay the Extension Fee and continues with the Transaction Process, at the end of the Transaction Process and the last Transaction Fee deliverable is made, the Transaction Fee Process is completed. Upon completion, the Company has no further obligations, revenue is recognized, and the Exporter is invoiced for both the Extension Fee and the Transaction Fee.
After the Exporter pays the Extension Fee, if no transaction has occurred for sixty (60) calendars days, the Company is exempt from any obligation to provide further Transaction Process services and it recognizes revenue of the Extension Fee.
The Company recognizes revenue on a gross basis.
We have gross presentation for services provided by Yilaime, a contractor to the Company prior to the consummation of an arrangement.
In accordance with ASC605-45-45, the gross basis to recognize revenue applies since the Company is the primary obligor in the arrangement.
The Company expects to realize revenue for export funding and support, and franchise and license fees for United States support locations, and education initiatives. Additionally, if and when the Company further develops AmericaTowne, revenues would be expected to be recognized for (a) villa sales, rentals, timeshare and leasing; (b) hotel leasing and or operational revenues and sales; (c) theme park and performing art center operations, sales and/or leasing; and (d) senior care facilities, operations and or sales.
The Company does not provide unconditional right of return, price protection or any other concessions to its customers.
There were no sales returns and allowances from inception to June 30, 2019.
Valuation of Goodwill
We assess goodwill for potential impairments at the end of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the asset. In evaluating goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then no further testing of the goodwill assigned to the reporting unit is required. However, if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we perform a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized, if any.
In the first step of the review process, we compare the estimated fair value of the reporting unit with its carrying value. If the estimated fair value of the reporting unit exceeds its carrying amount, no further analysis is needed. If the estimated fair value of the reporting unit is less than its carrying amount, we proceed to the second step of the review process to calculate the implied fair value of the reporting unit goodwill in order to determine whether any impairment is required. We calculate the implied fair value of the reporting unit goodwill by allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss for that excess amount. In allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit, we use industry and market data, as well as knowledge of the industry and our past experiences.
We base our calculation of the estimated fair value of a reporting unit on the income approach. For the income approach, we use internally developed discounted cash flow models that include, among others, the following assumptions: projections of revenues and expenses and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. We base these assumptions on our historical data and experience, third-party appraisals, industry projections, micro and macro general economic condition projections, and our expectations.
We have had no goodwill impairment charges for the six months ended June 30, 2019. The estimated fair value of each of our reporting units exceeded its' respective carrying amount by more than 100 percent based on our models and assumptions.
NOTE 3. NOTES RECEIVABLE – RELATED PARTIES
On July 12, 2017, the Company issued $15,000 secured promissory note to a shareholder with annual 6% interest rate. The note is due on October 30, 2017. The interest rate is 9% after the due date. The note is secured by the personal guarantee of the borrower and the borrower’s stock of the Company. The company has got repayment of $11,060 till June 30, 2019. The note is past due as of June 30, 2019.
On August 31, 2017, the Company issued $58,000 secured promissory note to a shareholder with annual 3.5% interest rate. The note is due on April 1, 2018. The note is secured by the borrower’s stock of the Company. The company has got repayment of $2,250 till June 30, 2019. The note is past due as of June 30, 2019.
NOTE 4. ACCOUNTS RECEIVABLE
The nature of the net accounts receivable for June 30, 2019, in the amount of $5,196,304 are for Export Service Agreements. The Company's allowance for bad debt is $928,121 which provides a net receivable balance of $4,268,183.
Accounts' receivable is stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollected amounts through a charge to earnings and a credit to an allowance for bad debts based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for bad debts and a credit to accounts receivable.
Accounts receivable consist of the following:
|June 30, |
|December 31, |
|Accounts receivable- related parties||4,088,504||3,591,900|
|Less: Allowance for doubtful accounts||(928,121||)||(904,451||)|
|Accounts receivable, net||$||4,268,183||$||3,777,536|
Bad debt expense was $28,101 and $27,496 for the six months ended June 30, 2019 and 2018, respectively.
Allowance for bad debt policy
Our bad debt policy is determined by the Company's periodic review of each account receivable for reasonable assurance of collection. Factors considered are the exporter's financial condition, past payment history if any, any conversations with the exporter about the exporter's financial conditions and any other extenuating circumstances. Based upon the above factors the Company makes a determination whether the receivable are reasonable assured of collection. Based upon our review if required we adjust the allowance for bad debt.
NOTE 5. SHAREHOLDER'S EQUITY
The Company incorporates by reference all prior disclosures for the period identified herein. See Part II, Item 6. The stockholders' equity section of the Company contains the following classes of capital stock as of June 30, 2019:
NOTE 6. DEFFERED REVENUE
The Company receives quarterly fee from Yilaime for Sales and Support Services Agreement. In accordance with ASC 605-50-45, the Company defers and recognizes as a reduction to the future costs for quarterly fee. For the six months ended June 30, 2019, $600,000 fee from exclusive agreement incurred; $2,769,050 is booked deferred revenue as current liability on June 30, 2019 and $0 went against cost charged by Yilaime.
NOTE 7. STOCK BASED COMPENSATION
For the six months ended June 30, 2019 and 2018, $348,339 and $406,180 of stock compensation were charged to operating expenses, respectively. $1,295,248 and $1,623,587 were recorded as deferred compensation on June 30, 2019 and December 31, 2018, respectively.
NOTE 8. RELATED PARTY TRANSACTIONS
Yilaime Corporation, a Nevada corporation ("Yilaime") and Yilaime Corporation of NC ("Yilaime NC") are related parties to the Company. Yilaime is a "Control Party" to AmericaTowne because it has title to greater than 50% of the issued and outstanding shares of common stock in the Company. Alton Perkins is the majority shareholder and controlling principal of Yilaime, Yilaime NC, Perkins DISC and the Company. Additionally, for those “trade centers” set forth below, Mr. Perkins directs all major activities and operating policies of each entity. The common control may result in operating results or a financial position significantly different from that, which would have been obtained if the enterprises were autonomous. Further, pursuant to ASC 850-10-50-6 the Company lists and provides details for all material Related Party transactions so that readers of the financial statements can better assess and predict the possible impact on performance.
Nature of Related Parties' Relationship
On October 8, 2014, the Company entered into the Stock Exchange Agreement with Yilaime NC. Pursuant to the terms of the Stock Exchange Agreement, in consideration for the issuance of 3,616,059 shares of common stock in the Company to Yilaime NC, Yilaime NC conveyed 10,848,178 shares of its restricted common stock to the Company. The intent of the parties in executing and performing under the Stock Exchange Agreement is to effectuate tax-free reorganization under Section 368 of the Internal Revenue Code of 1986. The Company issued the 3,616,059 shares of common stock to Yilaime NC on May 14, 2015. As result of receiving 10,848,178 shares of issued and outstanding common stock in Yilaime (4.5% of issued and outstanding), the Company recorded a $3,860 investment in use of Cost Method.
The Company authorized Yilaime NC to transfer 3,616,059 of these shares pursuant to the Company's effective registration statement on Form S-1/A on November 5, 2015.
The Company entered into a Service Provider Agreement with Yilaime on October 27, 2014 (the "Service Agreement") wherein certain "Export Funding and Support Services" and "Occupancy Services," as defined therein, are provided to the Company in consideration for a fee. In addition to these fees, Yilaime has to pay an Operations Fee to the Company for exclusive rights. Mr. Perkins is the Chief Executive Officer of the Company and is the majority shareholder and controlling person of Yilaime.
The Company also leased office space from Yilaime NC for $3,516 per month.
On June 27, 2016, ATI Modular entered into a Sales and Support Services Agreement with Yilaime. Under the Services Agreement, Yilaime will provide ATI Modular with marketing, sales and support services in the ATI Modular’s pursuit of ATI Modular business in China in consideration of a commission equal to 10% of the gross amount of monies procured for ATI Modular through Yilaime’s services. In consideration of the right to receive this commission, Yilaime has agreed to pay ATI Modular a quarterly fee of $250,000 starting on July 1, 2016. The Services Agreement is set to expire on June 10, 2020, absent early termination for breach thereof by either party. Yilaime retains an option to extend the term under its sole discretion until June 10, 2025 by providing written notice to ATI Modular by March 10, 2019. Yilaime has agreed to be ATI Modular’s exclusive independent contractor in providing the services in the Services Agreement, and has agreed to a non-compete and non-circumvent agreement.
Yilaime is obligated to provide support services only in a manner that is deemed commercially acceptable by Yilaime and Yilaime has the sole right to determine the means, manner and method by which services will be provided and at the time and location of its choosing. Furthermore, as the control person of Yilaime, Mr. Perkins might make decisions he deems are in the best interests of Yilaime, which might be to the detriment of the goals and objectives of ATI Modular.
On October 3, 2016, the Company purchased the majority and controlling interest in ATI Nationwide Holding Corp (“ATI Nationwide”), formerly EXA, Inc. OTC:Pinks (EXAI) through the acquisition of 65,000,000 shares (65.5%) shares of restricted common stock. The Stock Purchase and Sale Agreement dated October 3, 2016 (the “SPA EXAI”) closed on October 10, 2016 with the $175,000 payment of the purchase price to Joseph C. Passalaqua, prior shareholder and director and officer of ATI Nationwide.
Pursuant to ASC 850-10-50-6, the Company makes the following transaction disclosures for six months ending June 30, Consolidated Operating Statement Related Party Transactions (for six months ending June 30, 2019 and 2018).
(a) $0 and $262,000 in Trade Center Service Agreement Revenue.
(b) $198,378 and $414,369 for general and administrative expenses for commissions and fees.
(c) For the six months ended, June 30, 2019, $22,408 for general and administrative expenses for rent expenses AmericaTowne, Inc. paid to Yilaime towards its lease agreement; For the six months ended, June 30, 2019, $15,000 for general and administrative expenses for rent expenses ATI Modular paid to Yilaime towards its lease agreement. For the six months ended, June 30, 2019, $15,000 for general and administrative expenses for rent expenses ATI Nationwide paid to Yilaime towards its lease agreement.
For the six months ended, June 30, 2018, $21,094 for general and administrative expenses for rent expenses AmericaTowne, Inc. paid to Yilaime towards its lease agreement; For the six months ended, June 30, 2018, $15,000 for general and administrative expenses for rent expenses ATI Modular paid to Yilaime towards its lease agreement. For the six months ended, June 30, 2018, $15,000 for general and administrative expenses for rent expenses ATI Nationwide paid to Yilaime towards its lease agreement.
(d) $348,339 and $406,180 for general and administrative operating expenses recorded as stock compensation for respective employment agreements.
Consolidated Balance Sheet Related Party Transactions (on June 30, 2019 and December 31, 2018)
(a) $59,690 and $62,500 notes receivable to shareholders;
(b) $2,484,508 and $1,994,827 net account receivables Yilaime owes to the Company;
(c) $1,198,511 and $1,215,518 Trade Center receivables owed to the Company;
(d) On June 30, 2019 and December 31, 2018, other receivables include $60,412 owed by Perkins Hsu Export Corporation.
(e) On June 30, 2019, due to related parties include $119,801 payable to Perkins Hsu Export Corporation and $1,024 payable to Yilaime.
On December 31, 2018, due to related parties include $36,644 payable to Perkins Hsu Export Corporation and $22,500 payable to Yilaime.
(f) $2,769,050 and $2,169,590 deferred revenue-Yilaime;
(g) $13,712 and 13,712 as accounts payable to Anhui Ao De Xin Modular Construction Technology Co., Ltd.
Special Note Regarding Forward-Looking Statements
Information included or incorporated by reference in this Quarterly Report on Form 10-Q contains forward-looking statements. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. Forward-looking statements may contain the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, and are subject to numerous known and unknown risks and uncertainties. Additionally, statements relating to implementation of business strategy, future financial performance, acquisition strategies, capital raising transactions, performance of contractual obligations, and similar statements may contain forward-looking statements. In evaluating such statements, prospective investors and shareholders should carefully review various risks and uncertainties identified in this Report, including the matters set forth under the captions “Risk Factors” and in the Company’s other SEC filings. These risks and uncertainties could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements. The Company disclaims any obligation to update or publicly announce revisions to any forward-looking statements to reflect future events or developments.
Although forward-looking statements in this Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors Related to Our Business” below, as well as those discussed elsewhere in this Form 10-Q. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. We file reports with the Securities and Exchange Commission (“SEC”). You can read and copy any materials we file with the SEC at the SEC’s Public Reference Room, 100 F. Street, NE, Washington, D.C. 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
We disclaim any obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report on Form 10-Q. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Quarterly Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
General Description of Business
AmericaTowne Holdings, Inc. is a Nevada corporation (the “Company,” “we” or “our”) formerly known as “ATI Modular Technology Corp.” The Company is the surviving entity following the merger with its subsidiary - AmericaTowne, Inc., a Delaware corporation, deemed effective on August 1, 2018, and amendment to its Articles of Incorporation changing its name to “AmericaTowne Holdings, Inc.” In addition to operating business under the name of AmericaTowne Holdings, Inc., the Company also operates under the assumed names of ATI Modular Technology Corp. (“ATI Modular”) and AmericaTowne.
As a result of the merger, the Company acquired all business, contracts, assets, and obligations of AmericaTowne, Inc. The Company’s shareholders received a pro rata distribution of the Company’s shares in exchange for shares owned in AmericaTowne, Inc. (the merging entity). AmericaTowne, Inc. has ceased reporting as a result of the merger. The Company will continue operating under the assumed names set forth above, and the term “Company” used in this filing may refer to the businesses of the Company, ATI Modular or AmericaTowne, in addition to its other operations set forth herein, and in prior filings with the Commission.
The Company, through ATI Modular, is engaged in the development and the exporting of modular energy efficient technology and processes that allow government and private enterprises in China and elsewhere to use US-based methods for creating modular spaces, facilities, and properties. The Company is in the business of all aspects of modular and smart construction, including but not limited to, (a) the furtherance of modular and smart construction technology, education, development and production in developed and undeveloped countries, (b) acquisition and/or installation of construction equipment, materials, furnishings, hardware, insulation, flooring, roofing, wiring, plumbing, heating and air conditioning, and landscaping, (c) solar energy, and (d) other businesses directly or tangentially related to these lines of services, including assisting businesses and entrepreneurs in securing naming, licensing or promotional rights, driving internet and media traffic, increasing visibility of product and name recognition, and other services. The Company has not earned revenues from these operations.
The Company, through AmericaTowne, is pursuing its objectives in providing upper and middle-income consumers in China with “Made in the USA” goods and services allowing such consumers to experience United States’ culture and lifestyle. The pursuit of these objectives will continue to be done through AmericaTowne, as an assumed name of the Company. In addition, the Company believes it has made significant progress in developing its business platform in Africa by implementing business and commerce solutions considered mainstream in America, but relatively new in these developing countries. The Company’s recent developments in Africa have been highlighted through numerous contractual disclosures on EDGAR. The Company intends on continuing to deploy resources, research and expertise in evaluating further opportunities in developing countries as part of its overall growth model. The Company has not earned revenues from these operations.
The Company is pursuing exportation and procurement of goods to African countries. As stated in its 2018 periodic disclosures, the Company has entered into definitive procurement agreements with the following governmental entities in Kenya, Africa pursuant to the specific bid and approval procedures set forth by the particular administrative body for each the governmental entity. Most of the agreements disclosed by the Company are defined as “tenders,” or perhaps commonly referred to as “invoicing agreements,” where the scope of services and goods to be procured are set forth in governmental approval correspondence following meeting minutes, planning orders or committee hearings. The tenders were subsequently delivered to the Company for invoicing. Following invoicing, the governmental entity has a set period of time to pay under the invoice prior to performance of services by the Company. During the invoicing period, the Company prepares its staff and independent contractors to procure the proper goods or services required under the tender. The payment terms and conditions are set forth in the specific tenders, and thus the reader is directed to the agreements enclosed in the Company’s 2018 periodic filings for review. None of the specific tenders have been paid to the Company, but the Company believes that the agreements with the governmental entities above are valid, and are in the process of payment.
The Company was incorporated on January 2, 1969 as United Gold & Silver Co. (“UGS”). On February 17, 1971, UGS merged with Lucky Irish Silver, Inc., a Montana corporation, and Deep Creek Mines, Inc., a Washington corporation, in which the surviving entity’s name remained USG. On November 29, 1999, USG merged with Auto America, Inc., (“Auto America”), a Delaware corporation, through the filing of Articles of Merger resulting in the surviving entity changing its name from USG to Auto America. From 2002 to 2007, the State of Washington automatically filed numerous Certificates of Administrative Dissolutions for Auto America for failure to file annual reports. On May 14, 2007, Auto America filed its final Application of Reinstatement resulting in restoring the Company to good standing. Also, on May 14, 2007, Auto America filed Amended Articles of Incorporation changing its name to Charter Equities, Inc. (“Charter Equities”). Charter Equities converted to an Arizona corporation on January 23, 2008. Shortly thereafter, the Company converted to Nevada corporation and changed its name to Global Recycle Energy, Inc. The Company amended its articles of incorporation on June 27, 2016, changing our name to ATI Modular Technology Corp. Then, as a result of the aforementioned merger between the Company and AmericaTowne, the Company changed its name to AmericaTowne Holdings, Inc., as of August 1, 2018.
Alton Perkins (“Mr. Perkins”) is the control person of the Company by virtue of being its sole director and officer. Mr. Perkins is also a beneficial owner or control person of the following shareholders of, or related-parties to, the Company: Yilaime Corporation, Yilaime Corporation of NC, the Alton & Xiang Mei Lin Perkins Family Trust (the “Perkins Trust”), AXP Holding Corporation, and Perkins Hsu Export Corporation. Our CIK number is 0001697426, and we have selected December 31 as our fiscal year. The Company is listed on the OTC Markets (Pink) as “ATMO” and has a caveat emptor designation.
Emerging Growth Company
We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:
(a) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
(b) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;
(c) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or
(d) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.
As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.
As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
The Company’s revenue recognition policies comply with FASB ASC Topic 605. The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Results of Operations for the Six Months Ended June 30, 2019 and 2018
Our operating results for the six months ended June 30, 2019 and 2018 are summarized as follows:
|Three Months Ended|
|June 30, 2019||June 30, 2018|
|Cost of Revenues||$||5,153||$||163,771|
|Net Loss from Operations||$||643,301||$||656,169|
For the six months ended June 30, 2019, the Company generated revenue of $2,270. The Company’s revenues came from licenses and fees. We can make no assurances that we will find commercial success in any of our revenue producing contracts. Our revenues, thus far, rely entirely on related parties. We are a new company and thus have very limited experience in sales expectations and forecasting. We also have not fully discovered any seasonality to our business as we began operations in the fourth quarter of 2016.
Our expenses for the first six months ended June 30, 2019 and 2018 are outlined in the table below:
|Three Months Ended|
|June 30, 2019||June 30, 2018|
|General and Administrative||$||556,008||$||798,170|
|Total Operating Expenses||$||640,418||$||966,668|
Our operating expenses are largely attributable to administrative expenses related to our reporting requirements as a public company and implementation of our business plan.
As a result of our operations, the Company reported net loss of $464,778 for the six months ended June 30, 2019, an increase of $34,916 from the same period one year ago.
Liquidity and Capital Resources
|June 30, 2019||December 31, 2018|
|Six Months Ended|
|June 30, 2019||June 30, 2018|
|Net Cash Used in Operating Activities||$||11,328||$||506,947|
|Net Cash Used in Investing Activities||$||7,394||$||9,278|
|Nat Cash Provided by Financing Activities||$||-||$||183,339|
|Decrease in Cash||$||18,722||$||329,886|
Cash Used in Operating Activities
We have $11,328 net cash used in operating activities for the quarter ended June 30, 2019, compared to $506,947 in cash used in operating activities during the same period last year. The increase is mainly due to decrease in accounts receivable and increase in deferred revenue.
Cash Used in Investing Activities
For the six months ended June 30, 2019 and 2018, we spent $10,204 and $10,528 on purchasing fixed assets, respectively.
Cash Provided by Financing Activities
We did not get proceeds from issuing stock in the six months ended June 30, 2019. We received proceeds of $186,339 by issuing stock during the six months ended June 30, 2018.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“US GAAP”). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition.
We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
We believe the following is among the most critical accounting policies that impact our consolidated financial statements. We suggest that our significant accounting policies, as described in our financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.
The Company recognizes revenue at the date of delivery to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. The Company's Revenue Recognition policy is provided in detail at Note 2 of the Financial Statements.
The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. The adoption had no effect on the Company's consolidated financial statements.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.
As a smaller reporting company, as defined in 17 CFR § 229.10(f)(1), we are not required to provide the information requested by this Item.
Disclosure Controls and Procedures
As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.
As described in Basis of Presentation in this Second Quarter Report for fiscal year 2019, the Company recently determined that a material weakness existed in the Firm's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) as of June 30, 2019. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
As a result of that determination, the Company's Chief Executive Officer and Chief Financial Officer have since concluded that the Firm's disclosure controls and procedures were not effective as of June 30, 2019.
We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2019, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our 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 simple error or mistake.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2019 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
On February 12, 2019, the Company was named as a third-party plaintiff by Pacific Stock Transfer Company (“PST”) in a civil action pending in the United States District Court for the District of Nevada. PST’s third-party complaint is seeking indemnity and/or contribution from the Company for damages awarded, if any, to plaintiffs Steve A. Claus and Mark Zouzalik (“Plaintiffs”), who are shareholders of the Company. The Plaintiffs allege that they were damaged by PST’s alleged failure to waive a bond requirement for their lost stock certificates. The Company denies any liability and is defending the claims.
On June 13, 2019, the United States Securities and Exchange Commission (“SEC”) filed a civil action in the United States District Court for the Eastern District of North Carolina against the Company, its sole officer and director, Alton Perkins, as well as several related parties, including Yilaime Corporation of NC, Yilaime Corporation of Nevada, Perkins Hsu Export Corporation, and a former employee of the related entities, Mabiala Phuati. The Alton and Xiang Mei Lin Perkins Family Trust is named as a “Relief Defendant.” The SEC alleges violations of the Company’s reporting obligations under Section 13(a) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 13a-11, and 13a-13 promulgated thereunder. The allegations, in summary, stem from the Company’s reporting of two material contracts and the manner in which the Company reported revenue. The SEC alleges that the Company filed “materially false and/or misleading annual, periodic, and quarterly reports with the [SEC].” The SEC has alleged that Mr. Perkins aided and abetted these reporting violations. The Company denies liability and is aggressively defending the allegations raised by the SEC. The Company does not believe that the action filed by the SEC will create any material impact on is business operations.
|Incorporated by reference|
|Exhibit||Exhibit Description||Filed herewith||Form||Period ending||Exhibit||Filing date|
|31.1||Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002||X|
|32.1||Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002||X|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
AMERICATOWNE HOLDINGS, INC.
By: Alton Perkins
Its: Chairman of the Board, Chief
Executive Officer, Chief Financial Officer
Date: August 12, 2019