TIPMEFAST, INC. - Form 8-K SEC filing
0001726079 false 0001726079 2024-11-29 2024-11-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) November 29, 2024

 

TIPMEFAST, INC.

(Exact name of registrant as specified in its charter)

 

NV

000-56397

83-4057513

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer Identification No.)

 

 

 

1633 East Fourth St., Suite 148

Santa Ana, CA

 

92701

(Address of principal executive

offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code:

(213) 298-3812

 

HaShnura St 1

Zihron Ya’akow, Israel 30950

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  

 

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.  


 

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. 

 

On June 10, 2024, the Company entered into an Agreement for the Acquisition of Lucent, Inc. Lucent, Inc. has a wholly owned subsidiary Dijiya Energy Saving Technology, Inc.

 

Lucent’s mission is to revolutionize the AI datacenter and cloud computing industry by AI applications platform and harnessing the power of clean energy. With offices in Irvine, CA and Taipei, Taiwan, Lucent is committed to providing sustainable, reliable & high-performance solutions that empower businesses and public sectors to thrive in a digital world. Through collaboration & partnership with governments, businesses and communities, and unwavering dedication to environmental responsibility, Lucent strives to create a brighter, cleaner future for all.

 

Further information on Lucent can be found at https://www.lucentna.com and https://www.lucentlabs.ai/

 

The Company has initiated the process of applying for a name change to Lucent, Inc.

 

Risk Factors

 

Opt-in right for emerging growth company

 

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 may be subject to further government regulation which would adversely affect our operations.

 

Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended, since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

 

Any potential acquisition or merger with a foreign company may subject us to additional risks.

 

If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

 

We have never paid dividends on our common stock.

 

We have never paid dividends on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

 

 


2


 

The Company may be subject to certain tax consequences in our business, which may increase our cost of doing business.

 

We may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax- free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.

 

The Company intends to issue more shares in mergers or acquisitions, which will result in substantial dilution to existing shareholders.

 

Our Certificate of Incorporation authorizes the issuance of a maximum of 75,000,000 shares of common stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our board of director (the “Board of Directors”) has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.

 

ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. 

 

Raid Chalil resigned from all officer and director positions as of this date and has appointed Steven Arenal as sole officer and director to serve until the next regularly scheduled board of directors meeting.

 

Our officers and directors and additional information concerning them are as follows:

 

Name

 

Age

 

Position

Steven Arenal

 

60

 

President, Chief Executive Officer, and Member of Board of Directors

 

Steven Arenal - President, Chief Executive Officer, and Member of Board of Directors

 

Mr. Arenal brings nearly 22 years of international finance expertise to Hutton Private Finance where he has worked since 2006. (2006 to present). After starting his career in commercial finance with Fuji Bank, Steve worked at Mellon Financial, and Lockheed. Steve has initiated strategic acquisitions for European, Japanese and American companies as they expanded into new markets. Specializing in corporate consulting, corporate finance, and M&A, Steve has worked with and represented companies mostly in the middle market and has been involved in deals with the largest private equity funds. Steve spearheaded business development efforts for a new industrial bank in 2008. He has spent 15 years sourcing deals for private equity firms and family offices, making him well qualified to find an acquisition candidate as the sole member of the Board of Directors. He has an MBA along with other graduate certificates in business and economics. Since 2022, Mr. Arenal has been the sole officer and director of Tenaya Group, Inc., a blank check reporting company.

 

Mr. Arenal was not an officer or director, of the industrial bank and that has not changed in the previous five years, and he has not been an officer or director of the companies he invested in, in the last five years.


3


The term of office of each director expires at our annual meeting of stockholders or until their successors are duly elected and qualified.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS. 

 

99.1

Interim Financial Statements of Dijiya Energy Saving, as of September 30, 2024

 

 

99.2

Financial Statements of Dijiya Energy Saving Technology Inc., as of December 31, 2023 and 2022.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


4


 

SIGNATURE

 

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

 

 

TIPMEFAST, INC.

 

 

Date: December 3, 2024

 

 

 

 

By: /s/ Steven Arenal

 

Steven Arenal

 

Chief Executive Officer, Chief Financial Officer, Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


5

 

Dijiya Energy Saving

Full year profit and loss statement

 

Profit and Loss Statement

(Simplified)

 

Amount unit: USD

Date of tabulation: 2024/10/24

 

Account

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

#

Name

 

Issue

01

 

Issue

02

 

Issue

03

 

Issue

04

 

Issue

05

 

Issue

06

 

Issue

07

 

Issue

08

 

Issue

09

 

Total

 

%

411

Sales revenue

 

3,018.75

 

0.00

 

10,578.56

 

0.00

 

31,505.59

 

11,098.94

 

843.75

 

253,750.00

 

0.00

 

310,795.59

 

100.00

4

Net operating income:

 

3,018.75

 

0.00

 

10,578.56

 

0.00

 

31,505.59

 

11,098.94

 

843.75

 

253,750.00

 

0.00

 

310,795.59

 

100.00

511

Cost of Goods Sold

 

2,415.00

 

0.00

 

8,462.84

 

0.00

 

25,204.50

 

8,879.16

 

687.50

 

201,991.16

 

0.00

 

247,640.16

 

79.68

51

Cost of Goods Sold Subtotal:

 

2,415.00

 

0.00

 

8,462.84

 

0.00

 

25,204.50

 

8,879.16

 

687.50

 

201,991.16

 

0.00

 

247,640.16

 

79.68

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

603.75

 

0.00

 

2,115.72

 

0.00

 

6,301.09

 

2,219.78

 

156.25

 

51,758.84

 

0.00

 

63,155.44

 

20.32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

61

Marketing expenses,

 

208.03

 

137.22

 

254.06

 

197.13

 

246.25

 

35.41

 

48.09

 

588.94

 

73.19

 

1,788.31

 

0.58

62

administrative

 

125,315.03

 

159,728.00

 

119,892.94

 

129,171.06

 

133,022.03

 

129,255.72

 

116,360.75

 

134,482.72

 

114,497.56

 

1,161,725.81

 

373.79

63

expenses, research and

 

4,639.91

 

3,073.00

 

26,169.56

 

16,928.59

 

4,158.28

 

(2,747.22)

 

3,278.91

 

3,672.94

 

4,335.47

 

63,509.44

 

20.43

6

development expenses, operating expenses:

 

130,162.97

 

162,938.22

 

146,316.56

 

146,296.78

 

137,426.56

 

126,543.91

 

119,687.75

 

138,744.59

 

118,906.22

 

1,227,023.56

 

394.80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

operating profit

 

(129,559.22)

 

(162,938.22)

 

(144,200.84)

 

(146,296.78)

 

(131,125.47)

 

(124,324.13)

 

(119,531.50)

 

(86,985.75)

 

(118,906.22)

 

(1,163,868.13)

 

(374.48)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

711

Interest income

 

0.00

 

0.00

 

0.00

 

0.00

 

0.00

 

275.91

 

0.00

 

0.00

 

0.00

 

275.91

 

0.09

713

Interests from disposal of fixed assets

 

2,300.00

 

0.00

 

0.00

 

0.00

 

0.00

 

0.00

 

0.00

 

0.00

 

0.00

 

2,300.00

 

0.74

716

Exchange interests

 

(114.81)

 

0.00

 

0.00

 

187.72

 

0.00

 

0.00

 

0.00

 

0.00

 

49.75

 

122.66

 

0.00

718

Other non-operating income

 

24.25

 

0.00

 

0.00

 

0.00

 

0.00

 

32,897.38

 

0.00

 

0.00

 

190.47

 

33,112.09

 

10.65

721

Rental income

 

156.25

 

156.25

 

156.25

 

156.25

 

156.25

 

156.25

 

156.25

 

156.25

 

0.00

 

1,250.00

 

0.40

722

Income from sale of scraps and waste

 

486.84

 

0.00

 

0.00

 

0.00

 

0.00

 

317.44

 

0.00

 

0.00

 

0.00

 

804.28

 

0.26

71

Non-operating income

 

2,852.53

 

156.25

 

156.25

 

343.97

 

156.25

 

33,646.97

 

156.25

 

156.25

 

240.22

 

37,864.94

 

12.18

751

Interest expenses

 

232.13

 

217.16

 

232.13

 

224.63

 

232.13

 

224.63

 

0.00

 

267.53

 

0.00

 

1,630.31

 

0.52

753

Losses on disposal of assets

 

9,607.50

 

0.00

 

0.00

 

0.00

 

0.00

 

0.00

 

0.00

 

0.00

 

0.00

 

9,607.50

 

3.09

756

Exchange losses

 

(4.78)

 

0.00

 

0.00

 

0.00

 

262.41

 

960.44

 

21.41

 

0.00

 

0.00

 

1,239.47

 

0.40

757

Inventory depreciation and sluggish losses

 

31,006.28

 

0.00

 

255,575.44

 

0.00

 

948,442.59

 

435,398.69

 

0.00

 

172,459.75

 

56,983.13

 

1,899,865.88

 

611.29

75

Non-operating expenses

 

40,841.13

 

217.16

 

255,807.56

 

224.63

 

948,937.13

 

436,583.75

 

21.41

 

172,727.28

 

56,983.13

 

1,912,343.16

 

615.31

7

Non-operating income and expenses

 

(37,988.59)

 

(60.91)

 

(255,651.31)

 

119.34

 

(948,780.88)

 

(402,936.78)

 

134.84

 

(172,571.03)

 

(56,742.91)

 

(1,874,478.22)

 

(603.12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit and loss for the current period

 

(167,547.81)

 

(162,999.13)

 

(399,852.16)

 

(146,177.44)

 

(1,079,906.34)

 

(527,260.91)

 

(119,396.66)

 

(259,556.78)

 

(175,649.13)

 

(3,038,346.34)

 

(977.60)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit and loss after tax

 

(167,547.81)

 

(162,999.13)

 

(399,852.16)

 

(146,177.44)

 

(1,079,906.34)

 

(527,260.91)

 

(119,396.66)

 

(259,556.78)

 

(175,649.13)

 

(3,038,346.34)

 

(977.60)

 

 

 

 

 

 

 

 

 

 


1


 

Dijiya Energy Saving

Account balance sheet

 

Balance sheet (short form)

2024/9/30

 

Amount unit: USD

Date of tabulation: 2024/10/24

 

Account number

 

Amount

 

%

 

Account number

 

Amount

 

%

 

 

 

 

 

 

 

 

 

 

 

Item 1 Asset category:

 

 

 

 

 

Item 2 Liability category:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11 Current assets

 

6,765,971.16

 

92.00

 

21 Current liabilities

 

1,602,331.28

 

21.79

110 Cash and cash equivalents

 

290,031.31

 

3.94

 

212 Notes payable

 

344,626.59

 

4.69

116 Other receivables

 

196.88

 

0.00

 

214 Accounts payable

 

172,498.22

 

2.35

120 Inventory - trading industry

 

72,624.13

 

0.99

 

215 Accounts payable - related parties

 

257,597.75

 

3.50

121 Inventory - manufacturing industry

 

5,254,782.47

 

71.45

 

217 Expenses payable

 

47,735.13

 

0.65

125 Prepaid expenses

 

341,538.00

 

4.64

 

221 Other payables

 

9.53

 

0.00

126 Prepayments

 

806,487.59

 

10.97

 

226 Advance receipts

 

765,625.00

 

10.41

128 Other current assets

 

310.78

 

0.00

 

228 Other current liabilities

 

14,239.06

 

0.19

142 Investment

 

0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28 Other liabilities

 

1,300,000.00

 

17.68

15 Fixed assets

 

306,943.78

 

4.17

 

285 Shareholder transactions

 

1,300,000.00

 

17.68

153 Machinery and equipment

 

229,529.25

 

3.12

 

Total liabilities

 

2,902,331.28

 

39.46

156 Office equipment

 

1,250.00

 

0.02

 

 

 

 

 

 

157 R&D equipment

 

531.00

 

0.01

 

3 Shareholders’ equity:

 

 

 

 

167 Unfinished projects and prepaid equipment

 

75,303.16

 

1.02

 

31 Share capital

 

15,000,000.00

 

203.96

168 Other equipment

 

330.38

 

0.00

 

32 Capital reserve

 

390,625.00

 

5.31

 

 

 

 

 

 

33 Retained earnings

 

(10,938,649.88)

 

(148.74)

17 Intangible assets

 

21,699.59

 

0.30

 

3351 Accumulated profit and loss

 

(7,900,303.53)

 

(107.42)

 

 

 

 

 

 

3353 Total shareholders’ equity for the

 

(3,038,346.34)

 

(41.31)

18 Other assets

 

259,691.88

 

3.53

 

current period

 

4,451,975.13

 

60.54

182 Margin deposit

 

94,062.50

 

1.28

 

 

 

 

 

 

183 Deferred expenses

 

23,471.75

 

0.32

 

 

 

 

 

 

188 Other assets

 

142,157.63

 

1.93

 

 

 

 

 

 

Total assets

 

7,354,306.41

 

100.00

 

Total liabilities and shareholders’ equity

 

7,354,306.41

 

100.00


2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DIJIYA ENERGY SAVING TECHNOLOGY INC.

 

Financial Statements

 

December 31, 2023 and 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


1


 

DIJIYA ENERGY SAVING TECHNOLOGY INC.

Balance Sheets

December 31,2023 and 2022

(Expressed in NT Dollars)

 

 

 

December 31, 2023

 

December 31, 2022

 

 

Amount

 

%

 

Amount

 

%

Assets

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (notes 4 and 6)

 

$

7,854,165

 

3

 

$

10,520,276

 

2

Notes receivable from related parties (notes 4, 6 and 7)

 

 

5,250

 

 

 

 

5,250

 

 

Accounts receivable, net from unrelated parties (notes 4 and 6)

 

 

2,753,016

 

1

 

 

-

 

 

Other receivable from unrelated parties (note 4)

 

 

69,951

 

 

 

 

-

 

 

Inventories (notes 4, 5 and 6)

 

 

238,318,048

 

67

 

 

361,718,961

 

81

Prepayments (note 7)

 

 

1,179,834

 

 

 

 

3,743,415

 

1

Other current assets (note 6)

 

 

24,618,568

 

7

 

 

25,578,912

 

6

Total current assets

 

 

274,798,832

 

78

 

 

401,566,814

 

90

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net (note 4, 5 and 6)

 

 

18,840,678

 

5

 

 

37,772,886

 

8

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

 

 

Operating lease right-of-use lease assets (notes 4 and 6)

 

 

51,187,728

 

15

 

 

 

 

 

Intangible assets (note 5)

 

 

1,052,757

 

 

 

 

1,230,121

 

 

Refundable deposits

 

 

3,010,000

 

1

 

 

4,094,991

 

1

Other noncurrent assets (note 6)

 

 

4,769,605

 

1

 

 

4,193,891

 

1

Total other assets

 

 

60,020,090

 

17

 

 

9,519,003

 

2

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

353,659,600

 

100

 

$

448,858,703

 

100

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

Notes and account payable to unrelated parties

 

$

8,977,730

 

3

 

$

9,573,505

 

2

Notes and account payable to related parties (note 7)

 

 

8,243,128

 

2

 

 

8,270,428

 

2

Other payables to unrelated parties

 

 

3,596,413

 

1

 

 

4,212,680

 

1

Operating lease liabilities - current (notes 4 and 6)

 

 

10,553,473

 

3

 

 

-

 

 

Other current liabilities

 

 

435,996

 

 

 

 

286,414

 

 

Total current liabilities

 

 

31,806,740

 

 

 

 

22,343,027

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncurrent liabilities

 

 

 

 

 

 

 

 

 

 

Guarantee deposits received (note 7)

 

 

10,000

 

 

 

 

10,000

 

 

Other payables to related parties (note 6)

 

 

191,222,975

 

54

 

 

140,200,055

 

31

Deferred tax liabilities (note 6)

 

 

295,343

 

 

 

 

295,162

 

 

Operating lease liabilities - noncurrent (notes 4 and 6)

 

 

40,634,255

 

11

 

 

 

 

 

Total non-current liabilities

 

 

232,162,573

 

65

 

 

140,505,217

 

31

Total liabilities

 

 

263,969,313

 

74

 

 

162,848,244

 

36

 

 

 

 

 

 

 

 

 

 

 

Equity (note 6)

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

1,100,000,000

 

311

 

 

1,100,000,000

 

245

Additional paid-in capital

 

 

12,500,000

 

4

 

 

12,500,000

 

3

Retained Earnings

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

(1,022,809,713)

 

(289)

 

 

(826,489,541)

 

 

Total equity

 

 

89,690,287

 

26

 

 

286,010,459

 

64

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

$

353,659,600

 

100

 

$

448,858,703

 

100

 

The accompanying notes are an integral part of the financial statements.


2


 

DIJIYA ENERGY SAVING TECHNOLOGY INC.

Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

(Expressed in NT Dollars)

 

 

 

2023

 

2022

 

 

Amount

 

%

 

Amount

 

%

 

 

 

 

 

 

 

 

 

 

 

Revenues (notes 4 and 6)

 

$

962,363

 

100

 

$

10,990,804

 

100

Cost of sales (note 6)

 

 

(101,462,508)

 

(10,543)

 

 

(39,818,645)

 

(362)

Gross loss

 

 

(100,500,145)

 

(10,443)

 

 

(28,827,841)

 

(262)

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (notes 6 and 7)

 

 

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

 

(1,011,756)

 

(106)

 

 

(1,532,779)

 

(15)

General and administrative expenses

 

 

(62,511,077)

 

(6,496)

 

 

(44,638,723)

 

(406)

Research and development expenses

 

 

(27,917,479)

 

(2,901)

 

 

(25,028,332)

 

(228)

Total operating expenses

 

 

(91,440,312)

 

(9,503)

 

 

(71,199,834)

 

(649)

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(191,940,457)

 

(19,946)

 

 

(100,027,675)

 

(911)

 

 

 

 

 

 

 

 

 

 

 

Non-operating gains and losses

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

21,088

 

2

 

 

10,080

 

-

Other gains and losses (notes 6 and 7)

 

 

(4,314,044)

 

(448)

 

 

3,953,008

 

36

Interest expenses (notes 6 and 7)

 

 

(86,578)

 

(9)

 

 

(74,283)

 

(1)

Total non-operating gains and losses

 

 

(4,379,534)

 

(455)

 

 

3,888,805

 

35

 

 

 

 

 

 

 

 

 

 

 

Loss before income tax

 

 

(196,319,991)

 

(20,401)

 

 

(96,138,870)

 

(876)

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (note 5)

 

 

181

 

-

 

 

4,648

 

-

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(196,320,172)

 

(20,401)

 

 

(96,143,518)

 

(876)

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

-

 

-

 

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss

 

$

(196,320,172)

 

(20,401)

 

$

(96,143,518)

 

(876)

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.


3


 

DIJIYA ENERGY SA YING TECHNOLOGY INC.

Statements of Changes in Stockholders’ Equity

For the years ended December 31, 2023 and 2022

(Expressed in NT Dollars)

 

 

 

Share

Capital

 

Capital

Surplus

 

Accumulated

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2022

 

$

1,100,000,000

 

$

12,500,000

 

$

(730,346,023)

 

$

382,153,977

Net loss in 2022

 

 

-

 

 

-

 

 

(96,143,518)

 

 

(96,143,518)

Other comprehensive income in 2022

 

 

-

 

 

-

 

 

-

 

 

-

Balance at December 31, 2022

 

 

1,100,000,000

 

 

12,500,000

 

 

(826,489,541)

 

 

286,010,459

Net loss in 2023

 

 

-

 

 

-

 

 

(196,320,172)

 

 

(196,320,172)

Other comprehensive income in 2023

 

 

-

 

 

-

 

 

-

 

 

-

Balance at December 31, 2023

 

$

1,100,000,000

 

$

12,500,000

 

$

(1,022,809,713)

 

$

89,690,287

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.


4


 

DIJIYA ENERGY SAVING TECHNOLOGY INC.

Statements of Cash Flows

For the years ended December 31, 2023 and 2022

(Expressed in NT Dollars)

 

 

 

2023

 

2022

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(196,320,172)

 

$

(96,143,518)

Adjustment to reconcile of net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation expense

 

 

13,859,370

 

 

18,709,993

Amortization expense

 

 

401,477

 

 

514,451

Other expense

 

 

212,390

 

 

-

Recovery of credit losses Interest expenses

 

 

-

 

 

(3,714,003)

Amortization of Operating lease right-of-use lease assets

 

 

-

 

 

-

Allowance for inventory valuation and obsolescence loss

 

 

5,000,000

 

 

-

Loss on disposal of intangible assets

 

 

58,956,100

 

 

15,340,313

Loss on disposal of property, plant and equipment, net

 

 

-

 

 

-

Unrealized foreign exchange loss, net

 

 

6,880,320

 

 

6,008

Changes in operating assets and liabilities:

 

 

3,659

 

 

2,753

Accounts receivable from unrelated parties

 

 

(2,753,016)

 

 

200,000

Other receivable from unrelated parties

 

 

(69,951)

 

 

-

Inventories

 

 

64,444,813

 

 

3,332,612

Prepayments

 

 

3,323,955

 

 

(1,910,803)

Other current assets

 

 

199,970

 

 

616,205

Notes and account payable to unrelated parties

 

 

(595,775)

 

 

5,961,441

Notes and account payable to related parties

 

 

(27,300)

 

 

27,300

Other payables to unrelated parties

 

 

(616,267)

 

 

(482,533)

Other current liabilities

 

 

149,582

 

 

(819,088)

Operating lease liabilities

 

 

(5,000,000)

 

 

-

Deferred income tax liabilities

 

 

181

 

 

4,648

Net cash used in operating activities

 

 

(51,950,664)

 

 

(58,354,221)

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(3,462,106)

 

 

(3,904,761)

Proceeds from disposal of property, plant and equipment

 

 

1,714,624

 

 

-

Decrease in refundable deposits

 

 

1,084,991

 

 

-

Additions to intangible assets

 

 

(24,200)

 

 

(108,796)

Increase in other noncurrent assets

 

 

(1,048,017)

 

 

(3,769,036)

Net cash used in investing activities

 

 

(1,734,708)

 

 

(7,782,593)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Decrease in guarantee deposits received

 

 

-

 

 

(200,000)

Increase in other payable due to related parties

 

 

51,022,920

 

 

69,896,055

Net cash used in financing activities

 

 

51,022,920

 

 

69,696,055

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(3,659)

 

 

(2,753)

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

(2,666,111)

 

 

3,556,488

Cash and cash equivalents at beginning of year

 

 

10,520,276

 

 

6,963,788

Cash and cash equivalents at end of year

 

$

7,854,165

 

$

10,520,276

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

79,150

 

$

74,283

Cash paid for income tax

 

$

-

 

$

-

 

 

 

 

 

 

 

Noncash investing and financing activities:

 

 

 

 

 

 

Operating lease right-of-use of assets and operating lease liabilities recognized

 

$

51,187,728

 

$

-

 

The accompanying notes are an integral part of the financial statements.


5


 

DIJIYA ENERGY SAVING TECHNOLOGY INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2023 and 2022

(Amounts Expressed in New Taiwan Dollars unless otherwise stated)

 

 

1.Organization and activities 

 

DIJIYA ENERGY  SAVING  TECHNOLOGY  INC.  (the “Company”)  was incorporated as a company limited by shares under the provision of the Company Law of the Republic of China (ROC) on August 20, 2009. As of December 31, 2023 and 2022, the number of employees of the Company were approximately 32 and 38 employees.

 

The principal activities of the Company are the manufacturing and sale of LiFePO4 Battery Cell & Power Battery Packs.

 

2.The date of authorization for issuance of the financial statements and procedures for authorization 

 

These financial statements were authorised for issuance by the Board of Directors on May 31, 2024.

 

3.Recent Accounting Pronouncements 

 

In December 2023, the FASB issued ASU 2023-09 on Improvements to Income Tax Disclosures that require greater disaggregation of income tax disclosures to the income rate tax rate reconciliation and income taxes paid. The Updates are effective for annual periods beginning after December 15, 2024. The Company will adopt and apply the guidance in fiscal year 2025. There is no material impact expected to our results of operations, cash flows and financial condition at the time of adoption, however the Company is still assessing the disclosure impact.

 

4.Summary of significant accounting policies 

 

The principal accounting policies applied in the preparation of these financial statements are set out below.

 

These policies have been consistently applied to all reporting periods, unless otherwise stated.

 

(1)Basis of preparation 

 

The financial statements and accompanying notes of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

 

(2)Foreign currency 

 

The functional currency of the Company is determined by the primary economic environment in which the Company operates.

 

The financial statements are presented in New Taiwan dollars, which is the Company’s functional currency.

 

A.Foreign currency transactions are translated into the functional currency using spot exchange rate at the dates of the transactions. 

 

B.Monetary items denominated in foreign currencies are translated at the closing rate at the balance sheet date. Exchange differences arising upon translation at the balance sheet date are recognised in profit or loss. 


6


C.Non-monetary items denominated in foreign currencies held at fair value through profit or loss are translated at closing rate at the balance sheet date; their translation differences are recognised in profit or loss. 

 

Non-monetary items denominated in foreign currencies held at fair value through other comprehensive income are translated at the closing rate at the balance sheet date; their translation differences are recognised in other comprehensive income.

 

Non-monetary items denominated in foreign currencies that are measured at cost are translated using the historical exchange rates at the dates of the transactions.

 

D.All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses.’ 

 

(3)Going Concern Consideration 

 

For the year ended December 31, 2023, the Company had a negative cash flow from operating activities of $51,950,664, and net loss of $196,320,172. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company may be unable to realize its assets and discharge its liabilities in normal course of business.

 

The borrowings of the Company as of December 31, 2023 were from the related parties, which will not repayable within the next 12 months and are subject to renewal. Management is confident that these borrowings can be renewed upon expiration.

 

Management believes that there is sufficient working capital to sustain operations longer than twelve months.

 

(4)Classification of current and non-current items 

 

A.Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets: 

 

(a)Assets that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle; 

 

(b)Assets held mainly for trading purposes; 

 

(c)Assets that are expected to be realised within twelve months from the balance sheet date; 

 

(d)Cash or cash equivalents, excluding cash and cash equivalents that are restricted from being exchanged, used to settle liabilities for at least twelve months after the balance sheet date or restricted by other factors. 

 

B.Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities: 

 

(a)Liabilities that are expected to be settled within the normal operating cycle; 

 

(b)Liabilities held mainly from trading activities; 

 

(c)Liabilities that are to be settled within twelve months after the balance sheet date; 

 

(d)Liabilities for which the repayment date cannot be deferred unconditionally for at least twelve months after the balance sheet date. 


7


(5)Cash and Cash equivalents 

 

Cash equivalents refer to short-term, highly liquid time deposits or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

 

(6)Accounts and other receivables 

 

Accounts receivable are loans that are created by the entity by selling goods or providing services to customers and are initially recognised at fair value plus transaction costs that are directly attributable to the acquisition. Accounts receivable are subsequently measured at amortised cost using the effective interest method, less impairment loss. Interest amortised using the straight-line method is recognised in profit or loss.

 

Recently adopted accounting guidance:

 

Allowance for Credit Losses

 

In June 2016, the FASB issued guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the company that are subject to the guidance in FASB ASC 326 were notes and account receivable and other receivable - related parties.

 

We adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in enhanced disclosures only.

 

(7)Inventories 

 

At the end of year, inventories are evaluated at the lower of cost or net realizable value. The individual item approach is used in the comparison of cost and market, except where it may be appropriate to group similar or related items. The calculation of net realizable value should be based on the estimated selling price in the normal course of business, net of estimated costs of completion and estimated selling expenses. A provision is made for obsolete or slow-moving items and is charged against current cost of sales.

 

(8)Property, plant and equipment 

 

A.Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised. 

 

B.In case of replacement of one part of the property, plant and equipment, the new part is capitalised to the extent that it is probable that future economic benefits associated with the item will flow to the Company, and the carrying amount of the part replaced is derecognised. All other repairs and maintenance are charged to profit or loss when incurred. 

 

C.Property, plant and equipment are measured at cost model subsequently. Land is not depreciated. Other property, plant and equipment are depreciated using the straight-line method over their estimated useful lives. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately, unless it is impracticable. The estimated useful lives of property, plant and equipment are as follows: 

 


8


Machinery

5-8 years

Transportation equipment

5 years

Operation facilities

2-5 years

Other equipment

2-5 years

 

(9)Impairment of non-financial assets 

 

Management evaluates the Company’s long-lived assets, excluding goodwill, that consist of property, plant and equipment and intangible assets, for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Should impairment exist, the impairment loss would be measured based on the excess carrying amount of the asset over the estimated fair value of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisers, as considered necessary.

 

(10)Employee benefits 

 

A.Short-term employee benefits 

 

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid and are recognised as expenses in the period in which the employees render service.

 

B.The amount that the Company shall appropriate in a designated pension account according to law is recognised as pension expenses on an accrual basis. 

 

(11)Revenue recognition 

 

The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification(“ASC”) Topic 606, Revenue from Contracts with Customers(“ ASC Topic 606”). The standard did not affect the Company’s financial position, or cash flows. There were no changes to the timing of revenue recognition as a result of the adoption.

 

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which provided a five-step model for recognizing revenue from contracts with customers as follows:

 

·Identify the contract with a customer. 

·Identify the performance obligations in the contract. 

·Determine the transaction price. 

·Allocate the transaction price to the performance obligations in the contract 

·Recognize revenue when or as performance obligations are satisfied. 

 

(12)Lease 

 

The Company has elected the adoption under ASC Topic 842, Leases, which allows the Company to apply the transition provision at the Company’s adoption date instead of at the earliest comparative period presented in the financial statements. The Company elected the optional practical expedient permitted under the transition guidance which allows the Company to carry forward the historical accounting treatment for existing leases upon adoption.

 

For a lessee, a lease is recognized as a right-of-use asset with a corresponding liability at lease commencement date. The lease liability is calculated at the present value of the lease payments not yet paid by using the lease term and discount rate determined at lease commencement. The right-of-


9


use asset is calculated as the lease liability, increased by any initial direct costs, and prepaid lease payments, reduced by any lease incentives received before lease commencement.

 

The right-of-use asset itself is amortized on a straight-line basis unless another systematic method better reflects how the underlying asset will be used by and benefits the lessee over the lease term.

 

As of January 1, 2022, the Company adopted ASC Topic 842, Leases, which allows the Company to apply the transition provision at the Company’s adoption date instead of at the earliest comparative period presented in the financial statements. Therefore, the Company recognized and measured leases existing at January 1, 2022 but without retrospective application. In addition, the Company elected the optional practical expedient permitted under the transition guidance which allows the Company to carry forward the historical accounting treatment for existing leases upon adoption. No impact was recorded to the beginning retained earnings for ASC Topic 842.

 

(13)Income tax 

 

A.The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity. 

 

B.The current income tax liabilities are calculated based on the tax rate enacted at the balance sheet date. 

 

C.Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the balance sheet. Deferred tax is determined using tax rates (and laws) that have been enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. 

 

D.Deferred tax asset are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax balances will not be realized in future periods. Decrease to the valuation allowance are recorded as reductions to the Companys’s provision for income taxes and increases to the valuation allowance result in addintional provision for income taxes. 

 

E.A deferred tax asset is recognised for the carryforward of unused tax credits resulting from unused taxable loss, acquisitions of equipment or technology, research and development expenditures and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised. 

 

5.Critical estimates and key sources of assumption uncertainty 

 

The preparation of these financial statements requires management to make critical assumptions and estimates concerning future events based on the conditions existing at the balance sheet date. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

 

(1)Impairment assessment of tangible and intangible assets 

 

The Company assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilised and industrial characteristics.  Any changes of economic circumstances or estimates due to the change of Company strategy might cause material impairment on assets in the future.


10


 

(2)Realisability of deferred tax assets 

 

Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised. Assessment of the realisability of deferred tax assets involves critical accounting judgements and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, available tax credits, tax planning, etc. Any variations in global economic environment, industrial environment, and laws and regulations might cause material adjustments to deferred tax assets.

 

(3)Evaluation of inventories 

 

As inventories are stated at the lower of cost and net realisable value, the Company must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.

 

6.The contents of statements of major accounting items 

 

(1)Cash and Cash Equivalents 

 

 

2023.12.31

 

2022.12.31

 

 

 

 

 

 

Cashon hand

$

167,343

 

$

126,775

Saving account

 

7,686,822

 

 

10,393,501

Total

$

7,854,165

 

$

10,520,276

 

(2)Notes Receivable, Account Receivable and Other Receivable 

 

 

2023.12.31

 

2022.12.31

Unrelated parties

 

 

 

 

 

Accounts receivable

$

2,753,016

 

$

-

Less: allowance for credit losses

 

-

 

 

-

Net amount

$

2,753,016

 

$

-

 

 

 

 

 

 

Other receivable

$

8,691,678

 

$

8,621,727

Less: allowance for credit losses

 

(8,621,727)

 

 

(8,621,727)

Net amount

$

69,951

 

$

-

 

Movements on allowance for uncollectible accounts are as follows:

 

 

2023

 

2022

Accounts receivable

 

 

 

 

 

Balance at January 1

$

-

 

$

119,316

Less: amounts written off

 

-

 

 

(119,316)

Balance at December 31

$

-

 

$

-

 

 

 

 

 

 

Other receivable

 

 

 

 

 

Balance at January 1

$

8,621,727

 

$

12,355,730

Less: recovery of credit losses

 

-

 

 

(3,714,003)

Balance at December 31

$

8,621,727

 

$

8,621,727


11


 

(3)Inventories 

 

A.Details of inventories are as follows: 

 

 

2023.12.31

 

2022.12.31

 

 

 

 

 

 

Raw materials

$

15,495,405

 

$

24,569,186

Working in process

 

362,751,731

 

 

463,672,543

Finished goods

 

11,506,656

 

 

24,288,814

Merchandise inventories

 

1,941,741

 

 

2,330,089

Subtotal

 

391,695,533

 

 

514,860,632

Less: Allowance for inventory

 valuation and obsolescence losses

 

(153,377,485)

 

 

(153,141,671)

Totals

$

238,318,048

 

$

361,718,961

Pledge

 

None

 

 

None

 

B.In 2023 and 2022, cost of sales consisted of the following related gains or losses: 

 

 

2023

 

2022

 

 

 

 

 

 

Loss on inventory valuation and obsolescence

$

58,956,100

 

$

15,340,313

Cost of goods sold

 

42,506,407

 

 

24,478,332

Other operating costs

 

1

 

 

-

Total

$

101,462,508

 

$

39,818,645

 

(4)Other Current Assets 

 

 

2023.12.31

 

2022.12.31

 

 

 

 

 

 

VAT credit carried forward

$

24,608,593

 

$

25,368,967

Other

 

9,975

 

 

209,945

Total

$

24,618,568

 

$

25,578,912

 

(5)Property, Plant and Equipment 

 

 

 

2023

 

 

Opening

Balance

 

Additions

 

Disposals

 

Reclassifi-

cations

 

Ending

Balance

Original cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Machinery equipment

 

$

235,742,481

 

$

140,000

 

$

(90,533,324)

 

$

60,000

 

$

145,409,157

Transportation equipment

 

 

5,686,210

 

 

-

 

 

(1,519,736)

 

 

-

 

 

4,166,474

Operation facilities

 

 

3,481,722

 

 

48,000

 

 

(1,236,977)

 

 

-

 

 

2,292,745

Other equipment

 

 

13,178,721

 

 

3,274,106

 

 

(3,137,472)

 

 

-

 

 

13,315,355

Subtotal

 

 

258,089,134

 

 

3,462,106

 

 

(96,427,509)

 

 

60,000

 

 

165,183,731

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Machinery equipment

 

 

198,764,994

 

 

13,116,288

 

 

(82,224,022)

 

 

-

 

 

129,657,260

Transportation equipment

 

 

5,677,624

 

 

8,586

 

 

(1,519,736)

 

 

-

 

 

4,166,474

Operation facilities

 

 

3,463,722

 

 

800

 

 

(1,236,977)

 

 

 

 

 

2,245,545

Other equipment

 

 

12,391,908

 

 

733,696

 

 

{2,851,830)

 

 

-

 

 

10,273,774

Subtotal

 

 

220,298,248

 

 

13,859,370

 

 

(87,832,565)

 

 

-

 

 

146,343,053

Net amount

 

$

37,772,886

 

$

(10,397,264)

 

$

(8,594,944)

 

$

60,000

 

$

18,840,678

 

 

 


12


 

 

 

 

2022

 

 

Opening

Balance

 

Additions

 

Disposals

 

Reclassifi-

cations

 

Ending

Balance

Original cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Machinery equipment

 

$

232,052,241

 

$

3,690,240

 

$

-

 

$

-

 

$

235,742,481

Transportation equipment

 

 

5,634,689

 

 

51,521

 

 

-

 

 

-

 

 

5,686,210

Operation facilities

 

 

3,771,058

 

 

-

 

 

(289,336)

 

 

-

 

 

3,481,722

Other equipment

 

 

13,579,021

 

 

163,000

 

 

(563,300)

 

 

-

 

 

13,178,721

Subtotal

 

 

255,037,009

 

 

3,904,761

 

 

(852,636)

 

 

-

 

 

258,089,134

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Machinery equipment

 

 

181,376,412

 

 

17,388,582

 

 

-

 

 

-

 

 

198,764,994

Transportation equipment

 

 

5,450,123

 

 

227,501

 

 

-

 

 

-

 

 

5,677,624

Operation facilities

 

 

3,725,728

 

 

57,322

 

 

(301,328)

 

 

 

 

 

3,463,722

Other equipment

 

 

11,900,620

 

 

1,054,588

 

 

(563,300)

 

 

-

 

 

12,391,908

Subtotal

 

 

202,452,883

 

 

18,709,993

 

 

(864,628)

 

 

-

 

 

220,298,248

Net amount

 

$

52,584,126

 

$

(14,805,232)

 

$

(6,008)

 

$

1,125,000

 

$

37,772,886

 

A.As of December31, 2023 and 2022, no property, plant and equipment were pledged to others. 

 

B.No interest was capitalized on the property, plant and equipment for the years ended December 31, 2023 and 2022. 

 

(6)Lease 

 

 

2023.12.31

 

2022.12.31

Carrying amounts

 

 

 

 

 

Operating lease ROU assets

$

51,187,728

 

$

-

Weighted-average remaining lease term

 

60 months

 

 

none

Weighted-average discount rate

 

3.119%

 

 

-

 

(7)Operating Lease Labilities 

 

 

2023.12.31

 

2022.12.31

Carrying amounts

 

 

 

 

 

Current

$

10,553,473

 

$

30,926

Non-current

$

40,634,255

 

$

54,866

 

(8)Other Noncurrent Assets 

 

 

2023.12.31

 

2022.12.31

Prepaid equipment and construction costs

$

3,510,630

 

$

3,875,852

Long-term prepayments

 

1,258,975

 

 

318,039

Total

$

4,769,605

 

$

4,193,891

 

(9)Pension plans 

 

The Company has established a funded defined contribution pension plan (the “Plan”) under the Labor Pension Act. Under the Plan, the Company contributed monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are portable when the employment is terminated. The pension cost under the defined contribution plan for the years ended December 31, 2023 and 2022 were $983,008 and $1,120,038 respectively.

 

 


13


 

(10)Equity 

 

A.Common stock 

 

 

2023.12.31

 

2022.12.31

Numbers of shares authorized

(in thousands)

 

150,000

 

 

150,000

Authorized capital

$

1,500,000,000

 

$

1,500,000,000

Number of shares issued

(in thousands)

 

110,000

 

 

110,000

Paid-in capital

$

1,100,000,000

 

$

1,100,000,000

 

(a)Fully paid ordinary shares, which have a par value of NT$10, carry one vote per share and carry a right to dividends. 

 

(b)In 2023 and 2022, the number of shares outstanding at the beginning and end of the period were 110,000,000 shares and did not change. 

 

B.Capital surplus 

 

 

2023.12.31

 

2022.12.31

Issuance of ordinary shares

$

12,500,000

 

$

12,500,000

 

The excess of capital surplus over the par value of stock issued (including the issuance of ordinary shares in excess of par value, conversion premium of corporate bonds, etc.) may be used to make up losses. It may be used to pay cash dividends or capitalize as equity when the Company has no losses, provided that the capitalization is limited to a certain percentage of the paid­ in capital each year.

 

C.Legal reserve 

 

The ROC Company Act stipulates that companies must retain at least 10% of their annual earnings, as defined in the Act, until such retention equals the Company’s paid-in capital. This retention is accounted for as a legal reserve account upon approval at the shareholders’ meeting. Legal reserve may be used to offset a deficit. When a company does not have accumulated deficits, it may distribute its legal reserve by issuing new shares or cash. However, the distributable amount should be limited to the amount that exceeds 25 percent of the paid-in capital.

 

D.Retained earnings and dividend policy 

 

According to the Articles of Incorporation of the Company, a ratio of profit of the current year distributable, after covering accumulated losses, shall be distributed as employees’ compensation. The ratio shall not be lower than 1% for employees’ compensation.

 

According to the Company’s articles of incorporation, 10% of annual net earnings (net of income taxes and losses from prior years) is to be set aside as a legal reserve until the balance of legal reserve is equal to the Company’s capital stock. After the above appropriations, the board of directors may propose a distribution plan for the remaining earnings upon approval by the shareholders.

 

 

 


14


 

(11)Income Tax 

 

A.Income tax recognized in profit or loss: 

 

 

2023

 

2022

 

 

 

 

 

 

Current income tax expense

$

-

 

$

-

Deferred income tax revenue

 

181

 

 

4,648

Income tax expense (benefit)

$

181

 

$

4,648

 

B.A reconciliation of income tax expense and accounting profit is as follows: 

 

 

2023

 

2022

 

 

 

 

 

 

Loss before tax

$

(194,234,084)

 

$

(96,138,870)

Income tax expense at the statutory rate (20%)

 

(38,846,816)

 

 

(19,227,773)

Nondeductible expenses in determining

 

65,674

 

 

59,897

Unrecognized as the impact of deferred income tax assets

 

38,781,323

 

 

19,172,524

Income tax expense (benefit)

$

181

 

$

4,648

 

C.As of December 31, 2023 and 2022, deferred tax assets and liabilities were as follows: 

 

 

2023.12.31

 

2022.12.31

Deferred tax liabilities

 

 

 

 

 

Unrealised foreign exchange gains

$

295,343

 

$

295,162

 

D.Loss carryforwards as of December 31, 2023 comprised: 

 

Unused Amount

 

Expiration Year

$    52,689,337

 

2024

93,570,609

 

2025

102,009,053

 

2026

133,019,020

 

2027

334,878,831

 

2028

167,815,026

 

2029

70,208,953

 

2030

59,430,723

 

2031

84,353,128

 

2032

134,950,517

 

2033

$  1,232,925,197

 

 

 

E.The Company's income tax returns for all the fiscal years up to 2022 have been assessed and approved by the R.O.C. Tax Authorities. 

 

(12)Subleases under operating lease arrangement 

 

As of December 31, 2023, the total future minimum sublease payments expected to be received under non-cancellable subleases are $60,000.

 

(13)Financial cost 

 

 

2023

 

2022

Interest on loans from related parties

$

86,578

 

$

74,283

 


15


 

(14)Other gains or loss 

 

 

2023

 

2022

Foreign exchange gain (loss), net

$

6,020

 

$

181,595

Rental income

 

60,000

 

 

60,000

Other income

 

2,500,256

 

 

3,418

Loss on disposal of property, plant and equipment

 

(6,880,320)

 

 

(6,008)

Gain on reversal for bad debt expense

 

-

 

 

3,714,003

Total

$

(4,314,044)

 

$

3,953,008

 

(15)Expenses by nature 

 

Employee benefit expenses, depreciation and amortization are summarized as follows:

 

 

 

2023

 

2022

 

 

Operating

Cost

 

Operating

Expenses

 

Total

 

Operating

Cost

 

Operating

Expenses

 

Total

Employee benefit expenses

Salaries

 

$

599,348

 

$

17,056,384

 

$

17,655,732

 

$

8,564,867

 

$

12,447,228

 

$

21,012,095

Insurance

 

 

95,863

 

 

1,894,763

 

 

1,990,626

 

 

1,141,370

 

 

1,039,829

 

 

2,181,199

Pension

 

 

51,721

 

 

931,287

 

 

983,008

 

 

620,950

 

 

499,088

 

 

1,120,038

Others

 

 

31,640

 

 

1,201,855

 

 

1,233,495

 

 

452,800

 

 

620,934

 

 

1,073,734

 

 

$

778,572

 

$

21,084,289

 

$

21,862,861

 

$

10,779,987

 

$

14,607,079

 

$

25,387,066

Depreciation

 

$

1,246,591

 

$

12,612,779

 

$

13,859,370

 

$

16,187,530

 

$

2,522,463

 

$

18,709,993

Amortization

 

$

-

 

$

401,477

 

$

401,477

 

$

-

 

$

514,451

 

$

514,451

 

7.Related parties transactions 

 

(1)Name of related parties and the relationship with the Company 

 

Name of related parties

 

Relationship

 

 

 

Jordan Green Technology (Dg) Co., Ltd.

(Jordan Green)

 

The Chairman of the Board for both entities is the same individual.

Laing Ban International Inc.

(Laing Ban)

 

The Chairman of the Board for both entities is the same individual.

Huang, Kuo-Chin Hrev Co., Ltd. (Hrev)

 

The Chairman of the Company A substantial related party

 

(2)Significant transactions and balances with related parties 

 

A.The amounts of the Company's sales and its outstanding balance are as follows: 

 

 

 

Sales

 

Notes receivable - related

 

 

2023

 

2022

 

2023.12.31

 

2022.12.31

Laing Ban

 

$

-

 

$

-

 

$

5,250

 

$

5,250

 

B.The amounts of the Company's purchase and its outstanding balance are as follows: 

 

 

 

Purchase

 

Notes payable to related

 

 

2023

 

2022

 

2023.12.31

 

2022.12.31

Laing Ban

 

$

-

 

$

-

 

$

-

 

$

27,300

 

 

 

Purchase

 

Notes payable to related

 

 

2023

 

2022

 

2023.12.31

 

2022.12.31

Jordan Green

 

$

-

 

$

-

 

$

8,243,128

 

$

8,243,128


16


 

C.Loan from related party 

 

Loans from related parties of the Company in 2023 and 2022 are as follows (part of other noncurrent liabilities):

 

 

 

2023

 

2022

 

 

Highest

Balance

 

Ending

Balance

 

Highest

Balance

 

Ending

Balance

Huang, Kuo-Chin

 

$

191,222,975

 

$

191,222,975

 

$

140,200,055

 

$

140,200,055

 

Please refer to Note 5(13) for detailed information on interest expenses incurred from the aforementioned loans.

 

D.Other transactions 

 

i.Guarantee deposits received 

 

Name

 

2023.12.31

 

2022.12.31

Laing Ban

 

$

10,000

 

$

10,000

 

ii.Prepayment for goods 

 

 

 

2023

 

2022

Hrev

 

$

530,000

 

$

2,415,907

 

iii.Rental revenue 

 

 

 

2023

 

2022

Laing Ban

 

$

60,000

 

$

60,000

 

8.Assets pledged as collateral or for security: None. 

 

9.Significant contingent liabilities and unrecognized commitments: None. 

 

10.Losses on catastrophic disasters: None. 

 

11.Significant subsequent event: None. 

 

12.Others: None. 


17