UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-KT

 

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

 

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

 

For the transition period from October 1, 2020 to June 30, 2021

 

Commission File Number: 000-56020

 

RAYONT INC.
(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   27-5159463

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification No.)

 

228 Hamilton Avenue, 3rd Floor,

Palo Alto, California 94301

  94301
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 1 (855) 801-9792

 

 

(Former name, former address and telephone number, if changed since last report)

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.001 par value   RAYT   OTC Markets Group

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

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

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
  Emerging growth company ☐

 

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. ☐

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $122,310,790 as of March 31, 2021.

 

There were 48,009,853 shares of issuer’s Common Stock outstanding as of October 15, 2021.

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
  PART I  
     
Item 1. Business 1
Item 1A. Risk Factors 6
Item 1B. Unresolved Staff Comments 6
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Mine Safety Disclosures 6
     
  PART II  
     
Item 5. Market for Registrant’s Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities 7
Item 6. Selected Financial Data 8
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 12
Item 8. Financial Statements and Supplementary Data F-1
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 13
Item 9A. Controls and Procedures 13
Item 9B. Other Information 13
     
  PART III  
     
Item 10. Directors, Executive Officers and Corporate Governance 14
Item 11. Executive Compensation 15
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 16
Item 13. Certain Relationships and Related Transactions, and Director Independence 17
Item 14. Principal Accountant Fees and Services 19
     
  PART IV  
     
Item 15. Exhibits, Financial Statement Schedules 19
     
  SIGNATURES 20

 

i

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

 

This Annual Report on Form 10-KT , the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-KT and those reports, statements, information and announcements address activities, events or developments that Rayont Inc. (hereinafter referred to as “we,” “us,” “our,” “our Company” or “Rayont”) expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.

 

Certain risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.

 

The industry and market data contained in this report are based either on our management’s own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data are subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.

 

PRESENTATION OF INFORMATION

 

Except as otherwise indicated by the context, references in this Report to “Rayont”, “RAYT”, “we”, “us”, “our” and the “Company” are to the combined business of Rayont Inc. and its consolidated subsidiaries.

 

The Company recently changed its fiscal year-end from a fiscal year ending on September 30 to a fiscal year ending on June 30. This Report includes our audited consolidated financial statements as at and for the nine months ended June 30, 2021 and as at and for the twelve months ended September 30, 2020. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”). All financial information in this Report is presented in US dollars, unless otherwise indicated, and should be read in conjunction with our audited consolidated financial statements and the notes thereto included in this Report.

 

ii

 

 

PART I

 

ITEM 1. BUSINESS.

 

History and Overview

 

Rayont Inc., formerly known as Velt International Group Inc. was incorporated in Nevada on February 7, 2011. Our current principal executive office is located at 228 Hamilton Avenue, 3rd Floor, Palo Alto, California 94301.

 

On March 13, 2017, Yidan (Andy) Liu and Jun (Charlie) Huang, the principal stockholders of the Company (“Sellers”), entered into a Stock Purchase Agreement (the “Agreement”) with Chin Kha Foo, the assignee of Choa-Jung Lee, and his assigns (the “Buyers”), pursuant to which, among other things, Sellers agreed to sell to the Buyers, and the Buyers agreed to purchase from Sellers, a total of 24,000,000 shares of Common Stock of the Company of record and beneficially by Sellers (the “Purchased Shares”). The Purchased Shares represented approximately 64% of the Company’s issued and outstanding shares of Common Stock, resulting in a change of the control of the Company.

 

The Board of the Directors and shareholders approved the reverse split of the Company’s issued and outstanding common stock whereby each twenty shares of common stock was converted into one share of common stock. The stock split became effective with the Financial Industry Regulatory Authority (“FINRA”) on May 21, 2018.

 

On November 19, 2018, the Company’s principal shareholder, Mr. Chin Kha Foo (“Mr. Foo”), entered into a Stock Purchase Agreement (the “SPA”) to transfer 60% of the Company’s issued and outstanding shares to Rural Asset Management Services, Inc., a Malaysian company (“RAM”). On December 14, 2018, RAM became the principal shareholder of the Company and Mr. Ali Kasa was appointed to be the Company’s President, CEO, CFO, and Secretary of the Company due to the change in control of the Company. RAM is an equity investment company with portfolio of interest in biotechnology, healthcare, cancer treatment research and technology, ICT and Crypto Currency. RAM has invested in companies located in Malaysia, Australia and the USA.

 

On January 22, 2019, the Company entered into an Acquisition Agreement with THF Holdings Pty Ltd., an Australian corporation (“THF”) and Rural, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of THF in exchange for 4,000,000 shares of Company’s common stock, valued on January 22, 2019 at $1,000,000. THF is an Australian Cancer treatment and medical device company. Rural was the majority shareholder of THF. In March 2019, the acquisition of THF was completed and THF became a subsidiary of the Company. In addition, the acquisition was accounted for business combination under common control of Rural.

 

On September 7, 2019, FINRA approved name and trading symbol change. In addition to the name change the Company also commenced a significant change in corporate strategy and the future direction of the Company.

 

On September 30, 2020, pursuant to an Acquisition Agreement the Company acquired all of the issued and outstanding shares of Rayont International (Labuan) Inc (“RIL”), a Malaysian Offshore company as Exclusive Licensee of a Cancer Treatment technology for Sub-Sahara African Region. Under the agreement, Rayont acquired 100% of the outstanding shares of RIL in exchange for 25,714,286 shares of the Company’s common stock valued at $1.8 Million based on the closing share price on the OTC Markets on September 29, 2020.

 

Rayont International (Labuan) Inc is an on offshore company incorporated in Labuan, Malaysia which offers attractive 3% tax on profit. The company is a clinical-stage life sciences company that holds the exclusive license for registering and commercializing Photosoft technology for treatment of all cancers across Sub-Sahara African region. The technology has already been licensed in Australia, New Zealand, China and Malaysia. The human clinical trial efforts have started in Australia and China conducted by Hudson Medical Institute, Australian.

 

Photosoft technology is an improved next generation Photodynamic Therapy (PDT). PDT uses non-toxic photosensitizers and visible light in combination with oxygen to produce cytotoxic-reactive oxygen that kills malignant cells, shuts down tumors and stimulates the immune system. In contrast to surgery, or radiotherapy and chemotherapy which are mostly immunosuppressive, PDT causes acute inflammation, expression of heat-shock proteins, and invasion and infiltration of a tumor by leukocytes.

 

Since the acquisition of THF Holdings Pty Ltd and Rayont International (Labuan) Inc as well as the cancer treatment assets that the Company has invested in, Rayont has been focusing on commercializing these investments. The commercialization of the current assets for cancer treatment requires medical board approval for almost all of the countries subject to the license. Rayont has conducted the initial study to identify the requirements for obtaining the approvals for using PDT to treat cancer across different jurisdictions in Sub-Saharan Africa (“SSA”). The same PDT technology has been licensed in China, Australia and New Zealand. It is currently undergoing medical trials in Australia and China. The recent announcements show positive results that the technology works. The company believes that it will take time before it can start commercializing these assets and start to generate revenues and operating profits. In order to sustain and grow this business the Company has been actively looking for new opportunities post COVID-19 pandemic.

 

On August 26, 2020, the Company established Rayont Technologies Pty Ltd. (“Rayont Technologies”) through Rayont (Australia) Pty Ltd. Rayont Technologies is an Australian corporation and Internet of Things specialist providing services such as end-to-end employee engagement and experience platform for businesses in Australia and globally. Rayont Technologies engages in providing customized digital learning based on real-life and practical situations and e-learning program.

 

In order to cope with rapid growth Rayont Technologies Pty Ltd entered an agreement on October 15, 2020 with Ms. Kayla Ranee Smith to purchase the assets of Workstar Tech (Aust) Pty Ltd for USD215,017.19 (AUD302,876.22) payable over 90 days upon Ms. Smith transferring the assets to Rayont Technologies Pty Ltd. The assets that Rayont Technologies acquired under the agreement are:

 

1. Trademark

2. Website

3. Software

4. Office Assets

5. Customer Contracts

  

  1  

 

 

On December 23, 2020, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of Prema Life Pty Ltd, an Australian company (“Prema Life”), from TheAlikasa (Australia) Pty Ltd, Prema Life’s sole shareholder. The acquisition of Prema Life was completed, and Prema Life became a subsidiary of the Company. Prema Life is a Hazard Analysis Critical Control Point (HACCP) certified manufacturer and supplier of functional foods and supplements, and of practitioner only naturopathic and homeopathic medicines. Prema Life produces an extensive range of products including proteins, green blends, sports nutrition, weight management and maintenance, and health and wellness products.

 

On December 23, 2020, pursuant to an Acquisition Agreement, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of GGLG Properties Pty LTD, an Australian company (“GGLG”), from TheAlikasa (Australia) Pty Ltd, GGLG’s sole shareholder (the “Seller”). The Seller is an affiliate of the Company and therefore the acquisition is being treated as a related party transaction. The purchase price is $605,920, which is a 10% discount of the total amount of GGLG’s net tangible assets. The purchase price will be paid in six installments after a $265,300 down payment. In the event an installment payment is not paid timely, the Seller has agreed to accept shares of the Company valued at $0.87 per share. The price per share is based on a 20% discount of the average share price on the OTC Markets over the last 30 trading days.

 

On February 18, 2021 the Autralian Foreign Investment Review Board approved the capital stock transferring of GGLG Properties Pty Ltd to the Rayont Australia Pty Ltd. On March 9, 2021, the parties agreed to amend the acquisition agreements for the GGLG Properties Pty Ltd and as per Board Resolution, the Company issued 710,713 shares of its common stocks in lieu of payment by Rayont Australia Pty Ltd of approximately $605,920 to TheAlikasa Pty Ltd as full and final payment for the acquisition of 100% of the issued and outstanding common stock of GGLG.

 

GGLG Properties Pty Ltd is a special purpose company to hold the property asset of Rayont (Australia) Pty Ltd. Until the 28 June 2021, GGLG Properties Pty Ltd owned the property located at 11 Aldinga Street, Brendale, 4500 QLD, Australia which is the facility where Prema Life Pty Ltd operates. With the sale of property, GGLG Properties Pty Ltd has no real assets and operations hence, it has to reinvent itself and select a business activity to focus on.

 

On December 29, 2020, the Company incorporated Rayont Malaysia Sdn Bhd with a paid-up capital of $25 and on December 31, 2020 incorporated Rayont Technologies (M) Sdn Bhd with a paid-up capital of $25 from Rayont Malaysia Sdn Bhd to carry out its business activities in Malaysia. On February 5, 2021 Rayont Technologies (M) Pty Ltd entered into an Asset Purchase Agreement with Sage Interactive Sdn Bhd to purchase its assets in consideration of the payment of USD 105,000.00. These assets include software for remote learning, customer contracts, digital content and two key employees and one director. These assets will operate in Malaysia under Workstar trademark and operation shall be integrated with Rayont Technologies Australia to drive efficiency and scale of digital assets operations.

 

Rayont will focus on healthcare including the manufacturing of alternative medicine products and services across the entire value chain or across the full range of activities that companies within an industry bring a product to its end users. Longer term, we have also invested in a ground-breaking cancer treatment technology through an exclusive license arrangement for the sub-Saharan African territories. Headquartered in Australia, with expanding operations internationally, our purpose is “Making Natural Products to Improve People’s Health”. We do this by investing in early research and development, establishing high quality manufacturing assets for regional distribution, and operating across the alternative medicine value chain. Our underlying strategy is to grow organically, selectively acquire, scale profitable assets, and improve efficiency through digitalization via mobile applications, websites or modes of delivering products or services to end users.

 

As of June 30, 2021, the company group structure consisted of the following companies:

 

 

  2  

 

 

The company’s focus is to grow revenues and operating profit within the next financial year and plans to acquire revenue generating companies and grow the current businesses within the sectors it focuses on. There is no assurance that these goals will be accomplished.

 

There were two transactions worth noting that occurred before 30 June 2021, namely GGLG Properties Pty Ltd disposed of 11 Aldinga Street Brendale QLD 4500 for USD693,403 for the land, and assets were sold for USD201,649. Premalife Pty Ltd subsequently purchased a new, more suitable building located at 32 French Avenue, Brendale QLD 4500 for USD2,304,330 excluding GST. The acquisition of this key real estate asset into the Company has further strengthened the Group.

 

Competitive Conditions

 

Since that the company has established multiple business units or divisions and the competitive conditions defer for each business unit, the company presets these conditions accordingly.

 

1. Healthcare Services

 

Cancer is emerging as a major public health problem in Sub-Saharan Africa because of population aging and growth, as well as increased prevalence of key risk factors, including those associated with social and economic transition.

 

According to the World Health Organization, the number of new cancer cases per year will increase by 70% in Africa between 2012 and 2030 due to demographic changes alone – faster than in any other region of the world. Furthermore, for many cancers, the risk of getting cancer and the risk of dying from cancer is nearly the same throughout the Sub-Saharan region of Africa, due mostly to the late stage of diagnosis and lack of treatment.

 

Rayont intends to establish numerous Next Generation Photo Dynamic Therapy (NGPDT) centers to facilitate the treatment of cancers, starting in Port Elizabeth, South Africa prior to rolling out the concept across the broader Sub-Saharan Africa license region which encompasses a total of 48 countries and 1.1 billion people.

 

2. Education & Technology

 

The Online Education industry has expanded over the past five years. Technological advancements and wider internet access have made the online education model an increasingly viable option for learning and career advancement. However, changes to government funding and intensifying competition have constrained revenue over the period. Industry revenue is expected to rise at an annualized 8.5% over the five years through 2019-20, to a total of $8.1 billion. This includes growth of 10.1% in the current year.

 

Online education provides greater flexibility compared with traditional education and enables full-time workers to engage in further learning. Many education providers have recognized the growing need for flexibility and have increased the breadth of courses available online. MOOCs have grown in popularity over the past five years, facilitating enrolments from mature-age students that are looking for professional education. A depreciating Australian dollar has boosted enrolments from international students, supporting the industry. In addition, the number of Vocational Education & Training (VET) providers has risen over the past five years, following government intervention to allow VET students access to financial assistance.

 

The COVID-19 virus outbreak has encouraged operators to move courses online, to conform with government restrictions on social distancing. However, most of these courses are expected to return to the classroom in time for the second teaching semester at most Australian institutions. For classes to be included in the industry, at least 80% of the content must be delivered online. Consequently, the effect of the COVID-19 virus outbreak on the industry is expected to be minimal in the current year.

 

As the industry approaches saturation, population demographics and trends in employment are projected to influence future demand for online education. The national unemployment rate is forecast to rise over the next five years, driving industry revenue growth. Additionally, the number of internet connections across Australia is projected to rise, supporting industry growth. Industry revenue is anticipated to increase at an annualized 5.6% over the five years through 2024-25, to $10.7 billion.

 

Rayont Technologies competitors in the learning and education space will include SAP Litmos, Kineo, Walkme and Linkedin Learning. All of these competitors are larger and more well known than the Company. With new developments in leading technology such as AI, Gamification and AR/VR, Rayont is looking to be a leader in the corporate learning market. The Workstar assets include two learning management and employment engagement software platforms and digital content creation capabilities

 

Customers

 

1. Healthcare Services

 

Next Generation Photo Dynamic Therapy (NGPDT) centers have not been established and commercialized yet.

 

2. Education & Technology

 

Under the agreement dated October 15, 2020 with Ms. Kayla Ranee Smith to purchase the assets of Workstar Tech (Aust) Pty Ltd Rayont Technologies Pty Ltd acquired a number of ongoing service agreement with customers who are using the Nexus or the Sphere systems. The customer contracts include large and enterprise customers from the Banking, Hospitality, Food and Beverage and Retail markets.

 

  3  

 

 

Products

 

1. Healthcare Services

 

What is Photo Dynamic Therapy?

 

Photo Dynamic Therapy (“PDT”) is an alternative cancer treatment that requires patients to orally or intravenously consume a synthetic photosensitizing agent (i.e., a light-activated drug) to circulate through the body. As the agent passes through the insides of the patient, it will concentrate at the sight of the cancer. Next the patients will be exposed to specific wavelength delivery devices that will use light to ‘activate’ the photosensitizing agent, and through a cascade of molecular reactions, will destroy the cells and tissues exposed to the agent (i.e., the cancer).

 

Despite the original form of PDT (developed in the 1970’s) which is still being used for the treatment of some cancers today, there are limitations on its effectiveness for non-superficial cancers.

 

For example, some patients using PDT had trouble absorbing sufficient light for cancers that had grown deep within the skin or were metastatically spread throughout the body.

 

Further the earlier versions of the synthetic photosensitizing agent were not selective enough and sometimes concentrated in areas that did not have cancer.

 

Synthetic photosensitizing agents tend to remain in the patient’s body for an extended amount of time. This made some patients sensitive to light as some surface-level remains of the agent were reacting with the sun.

 

Because of this, the treatment depth of PDT was limited to mainly surface level cancers. This shortcoming gave rise to a second generation of PDT treatment termed next generation or ‘NGPDT’, that addressed the limitations of its predecessor.

 

Next-Generation Photo Dynamic Therapy (NGPDT)

 

The latest NGPDT treatment varies in both the photosensitizing agent, and wavelength delivery devices, and delivers a superior and safer treatment that targets primary cancers.

 

This next generation treatment process is:

 

  ● Non-Toxic – NGPDT uses Photosoft™ a non-toxic, chlorophyll-based PDT photosensitiser, instead of a synthetic-based photosensitizing agent used in traditional PDT. Photosoft™ is a complex of chlorin and chlorophyllin, is water soluble and completely harmless to the body.
  ● Minimised Photosensitivity – The chlorophyll-based agent circulates around the patient’s system and has a significantly faster clearance time (24 Hours) than the traditional synthetic PDT agent (Up to 3 months).
  ● Highly Selective for Cancer Cells – The chlorophyll-based agent is better able to selectively accumulate onto metastatically spread cancers as well as developed cancers that are hard-to-detect by the immune system. The Hudson Institute of Medical Research reports the new IVX-PO2 version is 15x more effective than its predecessors.

 

NGPDT Treatment Program

 

The treatment plan is different for every patient. Every detail is considered via professional consultation, ensuring the most suitable treatment is facilitated. Rayont’s NGPDT treatment will follow a standardized treatment protocol that goes through three phases.

 

1) Preparation;

2) Treatment; and

3) Rehabilitation.

 

The Preparation Phase will be the initial consultation between the doctor and the patient. The doctor will closely assess the patient eligibility for NGPDT treatment, as well as provide a professional opinion on a possible treatment plan. Upon mutual consent, the patient will be able to start treatment.

 

The Treatment Phase is typically three consecutive rounds of NGPDT treatment; however the specifics change depending on the treatment plan produced in the Preparation Phase.

 

After treatment, the immune system is in a debilitated state, leaving patients vulnerable to infection or the re-growth of cancer. Rayont is looking to partner with a number of partners to facilitate the Rehabilitation Phase. For this, both will work in conjunction to recuperate the patient’s immune system, and its ability to detect and destroy abnormal cells (e.g., possible cancer re-growth).

 

2. Education & Technology

 

Under the agreement dated October 15, 2020 with Ms. Kayla Ranee Smith to purchase the assets of Workstar Tech (Aust) Pty Ltd. Rayont Technologies Pty Ltd acquired a number of established products that offer customers the following products and services:

 

  1) Custom Content Development. Rayont Technologies customers are able to develop custom content with different levels of interactivities depending on their needs. The contact is able to be uploaded or made compatible with their existing systems of can be bundled with our existing systems.
  2) End-to-end employee experience/engagement platform. The Nexus platform is a cloud-based platform that clients can manage employee experience and engagement which includes recruitment and selection, new employee onboarding, induction, competency assessment, learning management, social networking etc.
  3) Learning Management System. The Sphere Learning Management System is a cloud based digital learning solutions for businesses that want to reduce employee down time from face-to-face learning activities. The system is able to be integrated with third party content, able to upload client custom content and SCORM compliant.
  4) Content subscriptions. Workstar and Rayont Technologies Pty Ltd are in process of negotiating strategic partnership with global, regional and local content libraries to be integrated with The Nesus and The Sphere Learning Management Systems. Clients can subscribe to any content as and when they need for their employees and they pay per content they consume only. Rayont will receive revenue share based on revenues generated through our customer networks.

 

Marketing and Sales

 

In order to become competitive in the private equity space, the Company has taken steps to establish a number of digital marketing channels namely:

 

  1) Websites. This is an effective marketing and branding tool for customers, employees and investors as well as the public educations. The Company has completed its website and updates it regularly. The following are some important websites that the Company has:

 

  i. www.rayont.com
  ii. www.workstar.com.au

 

  4  

 

 

  2) Social media channels The Company has set up major social media channels such as Facebook, LinkedIn and instagram for each brand. The Company has established YouTube channels for some of the brands. These social media channels are linked and integrated with the websites.

 

  3) Digital and analog advertising. The marketing infrastructure enables the Company and its subsidiaries to conduct both digital and analog advertising activities.

 

Suppliers

 

Rayont International (Labuan) Ltd f.k.a Natural Health Farm Inc entered into exclusive distribution and licensing agreement with RMW Cho Group Ltd on 26th November 2018 to commercialize NGPDT technology across sub-sahara African territories. Rayont’s NGPDT license provides exclusive use of the NGPDT throughout the entire Sub-Saharan Africa region. As depicted in the table opposite, this vast region is densely populated. According to “World meter” in 2019 this region is home to more than 1.1 billion individuals which represents approximately 14.35% of the entire global population.

 

 

  5  

 

 

Government Regulations

 

The opening of NGPDT treatment centers requires approval from respective medical boards of each territory or country we are licensed by the licensor to operate. The approvals require either local medical trials or approval from established jurisdiction like FDA or USA or European Community. Currently medical trials are being conducted in Australia and China. The Company plans to start the medical trials in South Africa first followed by other territories as soon as positive results are seen in Australia in order to minimize the financial risks associated with medical trials.

 

Employees

 

As of June 30, 2021, the Group of Rayont Inc has 27 employees of which Prema Life Pty Ltd has 20, Rayont Technologies Pty Ltd has 5 and Rayont Inc has 2, all of whom performed operational, technical and administrative functions. No payroll will be paid to the employees from Rayont Inc before the Company generates net profits. We believe our future success will depend to a large extent on our continued ability to attract and retain highly skilled and qualified employees. We consider our employee relations to be good. None of these employees belong to labor unions.

 

ITEM 1A. RISK FACTORS.

 

Not Applicable to smaller reporting companies.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

Not Applicable to smaller reporting companies.

 

ITEM 2. PROPERTIES.

 

Our executive office address is located at 228 Hamilton Avenue, 3rd Floor, Palo Alto, California 94301. The lease for this facility is $155 monthly. The subsidiary Prema Life Pty Ltd owns the property located at 32 French Avenue, Brendale QLD 4500, Australia. This property was bought on June 28, 2021. It consists of 2720m2 land and Building 1760m2.

 

We believe that our leased facilities are suitable and adequate for their intended use. The Company has adopted work from home policy to comply with COVID -19 restrictions in place in Australia and other jurisdictions we operate.

 

ITEM 3. LEGAL PROCEEDINGS.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

  6  

 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Market for Common Equity

 

Our common stock is quoted on the OTC Market Pink Sheet (“OTC PINK”) under the symbol “RAYT”. The following table sets forth the high and low bid prices for our common stock for the two most recently completed fiscal years. Such prices are based on inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

 

Fiscal 2019   Low     High  
First Quarter   $ 0.29     $ 0.34  
Second Quarter   $ 0.23     $ 0.75  
Third Quarter   $ 0.20     $ 0.51  
Fourth Quarter   $ 0.33     $ 0.50  

 

Fiscal 2020   Low     High  
First Quarter   $ 0.09     $ 0.50  
Second Quarter   $ 0.09     $ 0.51  
Third Quarter   $ 0.05     $ 0.50  
Fourth Quarter   $ 0.07     $ 0.07  

 

Fiscal 2021   Low     High  

First Quarter

  $ 0.07     $ 1.45  
Second Quarter   $ 1.13     $ 2.65  
Third Quarter   $ 1.50     $ 3.02  

 

Penny Stock Considerations

 

The trading of our common stock is deemed to be “penny stock” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus are subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

 

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $100,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:

 

  ● Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

 

  ● Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

 

  ● Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and

 

  ● Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

 

Because of these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our common stock, which may affect the ability of selling stockholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock in the market place. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.

 

Common Stock Currently Outstanding

 

As of October 15, 2021, 48,009,853 shares were issued and outstanding.

 

Holders

 

As of the date of this Report, we had approximately 505 stockholders of record of our common stock.

 

  7  

 

 

Dividends

 

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

 

Reports to Stockholders

 

We are currently subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will continue to file periodic reports, and other information with the SEC. We intend to send annual reports to our stockholders containing audited financial statements.

 

Transfer Agent

 

Pacific Stock Transfer Company located at 6725 Via Austi Pkwy., Suite 300, Las Vegas, NV 89119 is the transfer agent for our common stock.

 

Recent Sales of Unregistered Securities

 

During October 1, 2020 to June 30, 2021, the Company sold 7,911,551 shares of common stock to 168 independent investors pursuant to a private placement. 560,000 shares at $0.05; 7,195,347 shares at $0.07; 67,705 shares at $0.71; 19,231 shares at $1.04; 29,656 shares at $1.19; 5,564 shares at $1.42; 3,654 shares at $1.56; 755 shares at $1.59; 1,285 shares at $1.79; 23,354 shares at $1.64 and 5,000 shares at $2.31 for some private placements for a total amount of $701,987.56. The subscribers had paid $701,987.56 to the Company.

 

The Company relied upon Section 4(2) and Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the shares were issued in a book entry form with a Rule 144 restrictive legend.

 

Issuer Purchases of Equity Securities

 

None

 

Additional Information

 

Copies of our annual reports on Form 10−K, quarterly reports on Form 10−Q, current reports on Form 8−K, and any amendments to those reports, are available free of charge on the Internet at www.sec.gov. All statements made in any of our filings, including all forward-looking statements, are made as of the date of the document, in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law. The reports are also available on our corporate website at https://www.rayont.com. Upon written or oral request, we will provide to each person, including any beneficial owner, a copy of any or all of such reports, at no cost.

 

ITEM 6. SELECTED FINANCIAL DATA.

 

Not Applicable to smaller reporting companies.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

This Annual Report contains “forward-looking statements” that describe management’s beliefs and expectations about the future. We have identified forward-looking statements by using words such as “anticipate,” “believe,” “could,” “estimate,” “may,” “expect,” and “intend,” or words of similar import. Although we believe these expectations are reasonable, our operations involve a number of risks and uncertainties and actual results may be materially different than our expectations.

 

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

 

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-KT.

 

Overview

 

Rayont Inc. (formerly Velt International Group Inc., or “Rayont” or the “Company”) is a Nevada corporation formed on February 7, 2011. The Company’s common stock are currently traded on the Over the Counter Pink Sheet under the symbol “RAYT”.

 

  8  

 

 

On November 19, 2018, the Company’s former principal shareholder, Mr. Chin Kha Foo, entered into a stock purchase agreement to transfer 60% of the Company’s issued and outstanding shares to Rural Asset Management Services, Inc., a Malaysian company (“Rural”). On December 14, 2018, Rural became the principal shareholder of the Company and Mr. Ali Kasa was appointed to be the Company’s President, CEO, CFO, and Secretary due to the change in control of the Company. Rural is an equity investment company with portfolio of interest in biotechnology, healthcare, cancer treatment research and technology, ICT and Crypto Currency. Rural has invested to companies located in Malaysia, Australia and the USA.

 

On January 22, 2019, the Company entered into an acquisition agreement with THF Holdings Pty Ltd., an Australian corporation and Rural, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of THF Holdings Pty Ltd. in exchange for 4,000,000 shares of the Company’s common stock, valued on January 22, 2019 at $1,000,000. THF Holdings Pty Ltd. is an Australian Cancer treatment and medical device company. Rural is the majority shareholder of THF Holdings Pty Ltd.. In March 2019, the acquisition of THF Holdings Pty Ltd. was completed and THF Holdings Pty Ltd. became a subsidiary of the Company. In addition, the acquisition was accounted for business combination under common control of Rural. On August 25, 2020, the name THF Holdings Pty Ltd. was changed to Rayont (Australia) Pty Ltd. (“Rayont Australia”).

 

On January 24, 2019, the Company entered into an acquisition agreement with THF International (Hong Kong) Ltd., a Hong Kong company (“THF Hong Kong”) and the shareholders of THF Hong Kong, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of THF Hong Kong in exchange for 8,000,000 shares of the Company’s common stock, valued at $2,000,000 on January 24, 2019. On May 13, 2019, the Company executed an amendment to the acquisition agreement, wherein the Company agreed to acquire only 85% of THF Hong Kong and reduce the purchase price to 6,800,000 shares from 8,000,000 shares. On August 4, 2019, the Company and the THF Hong Kong agreed to terminate the acquisition.

 

On January 24, 2019, the Company entered into an acquisition agreement with Natural Health Farm (Labuan) Inc. (“NHF”) and the shareholders of NHF, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of NHF in exchange for 40,000,000 shares of the Company’s common stock, valued at $10,000,000 on January 24, 2019. NHF is a Malaysian company concentrating on clinical life sciences and holds an exclusive license for registering and commercializing Photosoft technology for treatment of all cancers in the Sub-Sahara African region. The technology has been licensed in Australia, New Zealand, China, Malaysia and Sub-Sahara Africa. The human clinical trial efforts have started in Australia and China conducted by Hudson Medical Institute, Australia. On August 4, 2019, the Company and NHF agreed to terminate the acquisition.

 

On August 26, 2020, the Company established Rayont Technologies Pty Ltd. (Rayont Technologies) through Rayont Australia. Rayont Technologies is an Australian corporation and is engaged primarily in digital learning solutions to support the development of people skills that drive business growth.

 

On September 30, 2020, the Company acquired all of the issued and outstanding capital stock of Rayont International (L) Limited (Rayont International), a Malaysian company. The purchase price paid by the Company was 25,714,286 shares of its common stock valued at $1,800,000 or $0.07 per share, which was the closing price of the Company’s common stock on the OTC Markets on September 29, 2020. Rayont International is a clinical-stage life sciences company that holds the exclusive license for registering and commercializing PhotosoftTM technology for treatment of all cancers across Sub-Sahara African region. The technology has been licensed in Australia, New Zealand, China, Malaysia and Sub-Sahara Africa.

 

On October 15, 2020, Rayont Technologies Pty Ltd entered into an agreement with Ms. Kayla Ranee Smith to purchase the assets of Workstar Tech (Aust) Pty Ltd for AUD 302,876.22 payable over 90 days upon Ms Smith transfers the assets to Rayont Technologies Pty Ltd. The assets that Rayont Technologies acquired under the agreement includes trademark, website, software, office assets.

 

On December 23, 2020, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of Prema Life Pty Ltd, an Australian company (“Prema Life”), from TheAlikasa (Australia) Pty Ltd, Prema Life’s sole shareholder. The acquisition of Prema Life was completed, and Prema Life became a subsidiary of the Company. Prema Life is a HACCP certified manufacturer and supplier of functional foods and supplements, and of practitioner only naturopathic and homeopathic medicines. Prema Life produces an extensive range of products including proteins, green blends, sports nutrition, weight management and maintenance, and health and wellness products. In addition, the acquisition was accounted for business combination under common control. The method of accounting for such transfers, as well as the acquisition of businesses, was similar to the pooling of interest’s method of accounting. Under this method, the carrying amount of net assets recognized in the balance sheets of each combining entity are carried forward to the balance sheet of the combined entity. The amount by which the proceeds paid by the Company differs from Prema Life’s historical carrying value of the acquired business is accounted for as a return of capital or contribution of capital. In addition, transfers of net assets between entities under common control were accounted for as if the transfer occurred from the date that the Company and the acquired business were both under the common control and had begun operations.

 

On December 23, 2020, pursuant to an Acquisition Agreement, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of GGLG Properties Pty LTD, an Australian company (“GGLG”), from TheAlikasa (Australia) Pty Ltd, GGLG’s sole shareholder (the “Seller”). The Seller is an affiliate of the Company and therefore the acquisition is being treated as a related party transaction. In addition, the acquisition was accounted for business combination under common control. The method of accounting for such transfers, as well as the acquisition of businesses, was similar to the pooling of interest’s method of accounting. Under this method, the carrying amount of net assets recognized in the balance sheets of each combining entity are carried forward to the balance sheet of the combined entity. The amount by which the proceeds paid by the Company differs from GGLG ‘s historical carrying value of the acquired business is accounted for as a return of capital or contribution of capital. In addition, transfers of net assets between entities under common control were accounted for as if the transfer occurred from the date that the Company and the acquired business were both under the common control and had begun operations. The purchase price is $605,920, which is a 10% discount of the total amount of GGLG’s net tangible assets. The purchase price will be paid in six installments after a $265,300 down payment. In the event an installment payment is not paid timely, the Seller has agreed to accept shares of the Company valued at $0.87 per share. The price per share is based on a 20% discount of the average share price on the OTC Markets over the last 30 trading days.

 

On February 18, 2021 the Foreign Investment Review Board approved the capital stock transferring of GGLG Properties Pty Ltd to the Rayont Australia Pty Ltd. On March 9, 2021, the parties agreed to amend the acquisition agreements for the GGLG Properties Pty Ltd and as per Board Resolution, the Company issued 710,713 shares of its common stocks in leu of payment by Rayont Australia Pty Ltd of approximately $605,920 (AUD 800,000) to TheAlikasa Pty Ltd as full and final payment for the acquisition of 100% of the issued and outstanding common stock of GGLG.

 

On December 29, 2020, the Company incorporated Rayont Malaysia Sdn Bhd with a paid-up capital of $25 and Rayont Malaysia Sdn Bhd incorporated on December 31, 2020 Rayont Technologies (M) Sdn Bhd with a paid-up capital of $25 respectively to carry out its business activities in Malaysia. On February 5, 2021 Rayont Technologies (M) Pty Ltd entered into an Asset Purchase Agreement with Sage Interactive Sdn Bhd to purchase its assets in consideration of the payment of USD 105,000.00. These assets include software for remote learning, customer contracts, digital content and three key employees. These assets will operate in Malaysia under Workstar trademark and operation shall be integrated with Rayont Technologies Australia to drive efficiency and scale of digital assets operations.

 

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions. To date, the Company has experienced some adverse impacts; however, the impacts of COVID-19 on our operating results for the nine months ended June 30, 2021 was limited due to the nature of our business. The extent of the COVID-19 impact to the Company will depend on numerous factors and developments related to COVID-19. Consequently, any potential impacts of COVID-19 remain highly uncertain and cannot be predicted with confidence.

 

Current Operational Activities

 

Prior to the change in the control, the Company was to focus on the development and designs of a mobile application (the “Mobile App”) for a third-party company in Hong Kong. The Mobile App allows users to book airline ticket, train ticket and taxi cabs, play online games, facilitate payments for utilities and other services, and to facilitate shipping services and so forth.

 

With the acquisitions of Rayont Australia and Rayont International, the Company has decided to embark in life science as a sector to operate and cancer treatment as an area that it will develop its expertise and business.

 

Restatement

 

The Company has restated the consolidated financial statements for the year ended September 30, 2020 contained in our previously filed Annual Reports on Form 10-K. The restatement was due to due to fact the Company acquired Prema Life Pty Ltd and GGLG Properties Pty Ltd and since it’s a common control situation effect of acquisition was given from September 30, 2019 financial statement. The Company has not amended its previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the restatement. The Company has revised the consolidated financial statements as of and for the year ended September 30, 2020 included in Item 8. Financial Statements and Supplementary Data.

 

  9  

 

 

Results of Operations

 

For the nine months ended June 30, 2021 and 2020

 

Revenue

 

There were $ 2,244,157 and $ 1,270,240 revenue generated for the nine months ended June 30, 2021 and 2020, respectively. The increase was attributable to revenues generated from digital learning solutions provided by Rayont Technologies in Australia, Malaysia, and the revenues generated from Prema Life. The Company continues looking for other opportunities which could potentially increase the profits of the Company.

 

Cost of Goods Sold

 

There were $979,476 and $890,696 cost of goods sold for the nine months ended June 30, 2021 and 2020, respectively. The increase was attributable to costs incurred by Rayont Technologies in Australia and Malaysia from digital learning solutions provided, and the increased revenues for nine months ended June 30, 2021 compare with 2020.

 

Operating Expense

 

Our operating expenses consist of selling, general and administrative expenses, depreciation and amortization expense.

 

For the nine months ended June 30, 2021 and 2020, there were a total of $ 2,110,506 and $ 1,098,374 operating expenses, respectively. The increase was primarily due to the salary expenses incurred for the operating subsidiary, Rayont Technologies, the operating expenses generated from Prema Life as for the nine months ended June 30, 2021 the revenues of Prema Life were increased compare with the respective period June 30, 2020, as well as the increase in the depreciation and amortization expense due to the existing and new intangible and tangible assets acquired. The Company recorded the amortization expense for the first time for intangible asset “Exclusive license for registering and commercializing PhotosoftTM technology” that is the biggest intangible asset of the Company. This transaction increased 215% the amortization and depreciation expense compare with the nine months ended June 30, 2020.

 

Other Income

 

Other income was $790,701 and $72,598 for the nine months ended June 30, 2021 and 2020, respectively. The increase was attributable to differences between purchase consideration of assets from Workstar Tech (Aust) Pty Ltd and it’s as-is basis value amounted to USD248,336. Whilst, USD188,995.19 arose due to tax incentive/grant obtained in relation to approved research and development activities carried out. Other incentives amount from Australian Government are USD $40,696.36 and USD9,420.45 in relation to ATO COVID19 Job Seeker and Cash Flow Boost.

 

The amount of USD 303,253 was attributable to differences between seller and purchase price of the property that GGLG Properties Pty Ltd sold on June 29, 2021.

 

  10  

 

 

Net Income (Loss)

 

We had a net income of $46,424 for the nine months ended June 30, 2021, and a net loss of $665,617 for the nine months ended June 30, 2020 based on the factors discussed above.

 

Liquidity and Capital Resources

 

As of June 30, 2021 and September 30, 2020, the Company had working capital deficit of $1,456,964 and $2,819,732, respectively.

 

The deficit is attributable to loans due to a related party of $ 387,238, accounts payable of $ 99,615, accrued liabilities of $ 472,021, loan payable of $ 2,051,554, other payables of $ 209,712 and finance lease of $ 8,188 at June 30, 2021.

 

The deficit is attributable to loans due to a related party of $3,307,990, accounts payable of $54,316, accrued liabilities of $375,260, loan payable of $481,383 and other payables of $474 at September 30, 2020. As of June 30, 2021 and September 30, 2020, the Company had $1,771,364 and $1,399,691 in current assets, respectively.

 

As of June 30, 2021 and September 30, 2020, we had a cash and equivalents balance of $ 243,610 and $196,174, respectively. The Company’s operations are primarily funded by the revenue, other income and proceeds received from the sale of common stock in private placements.

 

Cash Flows from Operating Activities

 

Net cash used in operating activities was $ 285,896 for the nine months ended June 30, 2021 compared with net cash used in operating activities of $ 565,262 for the nine months ended June 30, 2020. During the nine months ended June 30, 2021, the net cash used in operating activities was attributed to net income of $46,424, offset by depreciation and amortization expense of $ 422,633, gain on purchase of assets of $ 238,014 an increase in accounts receivable of $ 157,303, an increase in inventory of $22,915, an increase in accounts payable of $42,828, an increase in accrued liabilities of $78,934, an increase in prepaid expense of $24,041, an decrease in advance to officer of $6,717, an increase in other receivables of $ 398,265, an increase in other assets of $47,054 and an increase in other assets of $4,160.

 

During the nine months ended June 30, 2020, the net cash used in operating activities was attributed to net loss of $665,617, offset by depreciation and amortization expense of $134,191, non-cash portion of share based compensation for service of $20,000, a decrease in accounts receivable of $12,874, an increase in inventory of $130,771, an increase in accounts payable of $29,975, an increase in accrued liabilities of $53,935, a decrease in other receivables of $67,269, an increase in other payable of $20,554.

 

Cash Flows from Investing Activities

 

Net cash used in investing activities was $1,798,506 for the nine months ended June 30, 2021 compared with net cash used in investing activities of $7,402 for the nine months ended June 30, 2020.

 

During the nine months ended June 30, 2021, the net cash used in investing activities was attributed to the purchases of intangible assets of $ 126,479, proceeds from loan receivable of $93,000, purchases of property and equipment of $1,765,027.

 

During the nine months ended June 30, 2020, the net cash used in investing activities was attributed to the purchases of property and equipment of $7,402.

 

Cash Flow from Financing Activities

 

We generated cash in financing activities during the nine months ended June 30, 2021 and 2020 of $2,124,034 and $629,807, respectively, from issuance of common stock in the amount of $701,988 and $0 respectively, proceeds from loan payable in the amount of $1,577,422 and $237,045, respectively, proceeds from (repayment to) a related party in the amount of $155,376 and $379,853, respectively, adjustment in Additional Paid in Capital in the amount of $0 and $12,909, respectively.

 

Non-Cash Investing and Financing Activities

 

During the nine months ended June 30, 2021, the related party debt in the amount of $ 2,016,363 was forgiven and recorded to additional paid in capital.

 

During the nine months ended June 30, 2020, the related party debt in the amount of $35,071 was forgiven and recorded to additional paid in capital.

 

Equity and Capital Resources

 

We have created income for the year ended June 30, 2021 and had an accumulated deficit of $3,912,404 as of June 30, 2021. As of June 30, 2021, we had cash of $243,610 and a negative working capital of $1,456,964, compared to cash of $196,174 and a negative working capital of $2,819,732 as of September 30, 2020.

 

  11  

 

 

We had material commitments for capital expenditures as of June 30, 2021. We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses and the development of potential business opportunities. However, we do not anticipate that the Company will generate revenue sufficient to cover its planned operating expenses in the foreseeable future, and we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adversely effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of additional capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this Form 10-K/T, we did not have any commitments from any source to provide such additional capital. Even if we are able to secure outside financing, it may not be available in the amounts or the times when we require. Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases or debt would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.

 

Off-Balance Sheet Arrangements

 

Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

 

  ● Any obligation under certain guarantee contracts,
     
  ● Any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,
     
  ● Any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in shareholder equity in our statement of financial position, and
     
  ● Any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

 

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not Applicable to smaller reporting companies.

 

  12  

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

RAYONT INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021 AND 2020

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

    Page
     
Report of Independent Registered Public Accounting Firm   F-2
Consolidated Balance Sheets as of June 30, 2021 and September 30, 2020   F-4

Consolidated Statements of Operations and Comprehensive Loss for the nine months ended June 30, 2021 and 2020, and for the fiscal years ended September 30, 2020 and 2019

  F-5

Consolidated Statements of Stockholders’ Equity for the nine months ended June 30, 2021 and for the fiscal years ended September 30, 2020 and 2019

  F-6

Consolidated Statements of Cash Flows for the nine months ended June 30, 2021 and 2020, and for the fiscal years ended September 30, 2020 and 2019

  F-7
Notes to Consolidated Financial Statements   F-8

 

F-1
 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors and Stockholders of Rayont, Inc.

228 Hamilton Avenue, 3rd Floor, Palo Alto, California 94301

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Rayont, Inc. (the ‘Company’) as of June 30, 2021 and September 30, 2020, and the related statements of operations and comprehensive income, stockholders’ equity, and cash flows for the each of two years in the year ended of June 30, 2021 and September 30, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2021 and September 30, 2020, and the results of its operations and its cash flows for each of two years in the period/year ended June 30, 2021 and September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors (Those Charged with Governance) that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

F-2
 

 

 

Impairment assessment on intangible assets

 

The Group recognizes intangible assets amounting to USD2,245,231 and USD2,000,000 as at June 30, 2021 and September 30, 2021, as disclosed in Note 5 to the consolidated financial statements, representing approximately 31% and 42% of the Group’s total assets for respective financial period/year.

 

The Group carries out impairment test by comparing the recoverable amount of cash generating unit (“CGU”) based on the value in use method and the carrying amounts. The impairment test was significant due to the complexity of the assessment process involving significant judgements and estimation uncertainty in making key assumptions about future market and economic conditions, growth rates, profit margins, discount rate, etc. for value in use of CGU based on future discounted cash flows.

 

Our audit procedures in this area included the following, among others:

 

a) Examining management’s cash flows forecast that support the impairment assessment;
b) Assessing the reliability of management’s forecast through the review of past trends of actual financial performance against previous forecasted results;
c) Assessing the key assumptions on which the cash flows projections are based, by amongst others, comparing them against business plans, contracts with customers, historical results and market data;
d) Performing sensitivity analysis to stress test the key assumptions and inputs used in the impairment assessment; and
e) Assessing the adequacy and reasonableness of the disclosure in the financial statements.

 

Inventory management system update and calibration

 

The Group recognizes inventories amounting to USD500,165 and USD454,770 as at June 30, 2021 and September 30, 2021, as disclosed in Note 3 to the consolidated financial statements, representing approximately 7% and 9% of the Group’s total assets for respective financial year.

 

The Group carries out inventory data input separately from an inventory management system to accounting system on every month for the purpose reporting. The inventory management system has limitation to demonstrate historical and current data on a timely manner which resulted time and effort required for reconciliation so as to ensure inventory cut off, accuracy and completeness.

 

Our audit procedures in this area included the following, among others:

 

a) Examining management’s record to support the incurrence and accuracy;
b) Assessing the reliability of management’s procedures in place;
c) Assessing management’s record with cut off to support completeness;
d) Performing sensitivity analysis to test the costing and inputs; and
e) Assessing the adequacy and reasonableness of the disclosure in the financial statements.

 

/s/JP CENTURION & PARTNERS PLT

 
JP CENTURION & PARTNERS PLT  

 

We have served as the Company’s auditor since 2020.

Kuala Lumpur, Malaysia  
   
Date: October 15, 2021  

 

F-3
 

 

RAYONT INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

          Restated  
    June 30,     September 30,  
    2021     2020  
             
ASSETS                
Current assets:                
Cash and cash equivalent   $ 243,610     $ 196,174  
Accounts receivable     534,525       360,159  
Inventories     500,165       454,770  
Prepaid expense     23,933       -  
Due from related parties     15,881       372,071  
Other receivables     453,250       16,517  
Total Current Assets     1,771,364       1,399,691  
                 
Non-Current assets:                
Property and equipment, net     3,140,757       1,413,976  
Intangible assets     2,245,231       2,000,000  
Other assets     -       21  
Total Non-Current Assets     5,385,988       3,413,997  
                 
TOTAL ASSETS   $ 7,157,352     $ 4,813,688  
                 
LIABILITIES AND STOOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable   $ 99,615     $ 54,316  
Accrued liabilities     472,021       375,260  
Due to related parties     387,238       3,307,990  
Loan payable     2,051,554       481,383  
Finance lease payable     8,188       -  
Other payables     209,712       474  
Total Current Liabilities     3,228,328       4,219,423  
                 
Non-Current liabilities:                
Finance lease payable     19,669       -  
Loan payable     182,329       178,533  
Total Non-Current Liabilities     201,998       178,533  
                 
TOTAL LIABILITIES     3,430,326       4,397,956  
                 
COMMITMENTS AND CONTNGENCIES                
                 
Stockholders’ Equity:                
Common stock, $0.001 par value; 500,000,000 shares authorized; 46,783,369 and 38,871,818 shares issued and outstanding as of June 30, 2021 and September 30, 2020, respectively     46,784       38,872  
Preferred stock, $0.001 par value; 20,000,000 shares authorized; nil share issued and outstanding     -       -  
Additional paid-in capital     6,996,198       4,296,524  
Shares To Be Issued     618,320       -  
Accumulated deficit     (3,912,404 )     (3,958,827 )
Accumulated other comprehensive income     (21,872 )     39,163  
TOTAL STOCKHOLDERS’ EQUITY     3,727,026       415,732  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 7,157,352     $ 4,813,688  

 

F-4
 

 

RAYONT INC. AND S SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

    For the nine months ended June 30, 2021     Restated
For the nine months ended June 30, 2020 		    Restated
Year ended September 30, 2020 		    Restated
Year ended September 30, 2019 		 
              (unaudited)                  
Revenue   $ 2,244,157     $ 1,270,240     $ 1,984,138     $ 1,668,582  
Cost of Revenue     (979,476 )     (890,696 )     (1,139,033 )     (755,936 )
Gross profit     1,264,681       379,544       845,105       912,646  
                                 
Operating expenses:                                
Selling, general and administrative expenses     1,687,873       964,183       1,243,502       3,117,313  
Depreciation and amortization expense     422,633       134,191       167,352       204,354  
Total Operating Expenses     2,110,506       1,098,374       1,410,854       3,321,667  
                                 
Operating Profit /(Loss)     (845,825 )     (718,830 )     (565,749 )     (2,409,021 )
                                 
Other income/(expense):                                
Interest income     140,252       6,441       10,152       -  
Interest expense     (38,704 )     (25,826 )     (37,117 )     (11,425 )
Other income, net     790,701       72,598       231,955       66,090  
Total other income/(expense)     892,249       53,213       204,990       54,665  
                                 
Income/ (Loss) before income taxes     46,424       (665,617 )     (360,759 )     (2,354,356 )
Income tax expense     -       -       -       -  
Net income (loss)   $ 46,424     $ (665,617 )   $ (360,759 )   $ (2,354,356 )
                                 
Other comprehensive items                                
Foreign currency translation (loss)/gain     (61,035 )     851       64,829       (25,666 )
Total other comprehensive (loss)/gain     (61,035 )     851       64,829       (25,666 )
                                 
Total comprehensive loss     (14,611 )     (664,766 )     (295,930 )     (2,380,022 )
Less: comprehensive income attributable to noncontrolling interest     -       -       -       -  
Total Comprehensive loss attributable to shareholders of the Company   $ (14,611 )   $ (664,766 )   $ (295,930 )   $ (2,380,022 )
                                 
Weighted average shares, basic and diluted     46,393,747       12,983,262       13,026,710       8,869,230  
Net earnings / (loss) per common share, basic and diluted   $ 0.00     $ (0.02 )   $ (0.03 )   $ (0.27 )

 

F-5
 

 

RAYONT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

 

                                  Accumulated        
                Additional     Stock           Other        
    Common Stock     Paid-In     To Be     Accumulated     Comprehensive        
    Shares     Amount     Capital     Issued     Deficit     Income (Loss)     Total  
                                           
Balance as of September 30, 2018     1,886,622     $ 1,887     $ 1,020,563             $ (1,243,712 )   $ -     $ (221,262 )
                                                         
Issuance of common stock     120,910       121       27,379       -       -       -       27,500  
Issuance of common stock for services     6,900,000       6,900       1,946,100       -       -       -       1,953,000  
Business acquisition of a subsidiary under common control     4,000,000       4,000       1,332,225       -       -       -       1,336,225  
Decrease in additional paid in capital from acquisitions     -       -       (344,852 )     -       -       -       (344,852 )
Net loss     -       -       -       -       (2,354,356 )     -       (2,354,356 )
Foreign currency translation loss     -       -       -       -       -       (25,666 )     (25,666 )
Debt forgiveness     -       -       220,930       -       -       -       220,930  
                                                         
Balance as of September 30, 2019 (Restated)     12,907,532       12,908       4,202,345       -       (3,598,068 )     (25,666 )     591,519  
                                                         
Balance as of September 30, 2019     12,907,532     $ 12,908     $ 4,202,345       -     $ (3,598,068 )   $ (25,666 )   $ 591,519  
                                                         
Issuance of common stock for services     250,000       250       19,750       -       -       -       20,000  
Business acquisition of a subsidiary under common control     25,714,286       25,714       48,670       -       -       -       74,384  
Adjustments to additional paid in capital from acquisitions     -       -       (9,312 )     -       -       -       (9,312 )
Debt forgiveness     -       -       35,071       -       -       -       35,071  
Net loss     -       -       -       -       (360,759 )     -       (360,759 )
Foreign currency translation gain    

-

      -       -       -       -       64,829       64,829  
                                                         
Balance as of September 30, 2020     38,871,818       38,872       4,296,524       -       (3,958,827 )     39,163       415,732  
                                                         
Balance as of September 30, 2020     38,871,818       38,872       4,296,524       -       (3,958,827 )     39,163       415,732  
Common Stock issued for cash     7,911,551       7,912       694,076       -       -       -       701,988  
Stock to be issued for business acquisition of a subsidiary under common control     -       -       -       618,320       -       -       618,320  
Adjustments to additional paid in capital from acquisitions     -       -       (10,765 )     -       -       -       (10,765 )
Debt forgiveness     -       -       2,016,363       -       -       -       2,016,363  
Foreign currency translation loss     -       -       -       -       -       (61,035 )     (61,035 )
Net income     -       -       -       -       46,424       -       46,424  
                                                       
Balance as of June 30, 2021     46,783,369       46,784       6,996,198       618,320       (3,912,404 )     (21,872 )     3,727,026  

 

F-6
 

 

RAYONT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    For the nine months ended June 30, 2021     Restated
For the nine months ended June 30, 2020 		    Restated
Year ended September 30, 2020 		    Restated
Year ended September 30, 2019 		 
              (unaudited)                  
Operating Activities:                                
Net Income (loss)   $ 46,424     $ (665,617 )   $ (360,759 )   $ (2,354,356 )
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:                                
Non-cash portion of share based compensation for service     -       20,000       20,000       1,953,000  
Depreciation and amortization expense     422,633       134,191       167,352       204,354  
Gain on purchase of assets     (238,014 )     -       -       -  
Changes in operating assets and liabilities:                                
Accounts receivable     (157,303 )     (12,874 )     (185,322 )     6,373  
Inventory     (22,915 )     130,771       13,716       185,633  
Accounts payable     42,828       (29,975 )     (77,561 )     40,888  
Accrued liabilities     78,934       (53,935 )     (6,726 )     (101,650 )
Prepaid Expense     (24,041 )     -       -       -  
Advance to officer     6,717       -       -       -  
Other assets     (47,054 )     -       -       99  
Other receivables     (398,265 )     (67,269 )     (10,688 )     (5,500 )
Other payable     4,160       (20,554 )     (27,511 )     (2,816 )
Net cash provided by / used in operating activities     (285,896 )     (565,262 )     (467,499 )     (73,976 )
                                 
Investing Activities:                                
Cash from acquisition     -       -       1,082       -  
Purchases of intangible assets     (126,479 )     -       -       -  
Proceeds from loan receivable     93,000       -       -       (93,000 )
Purchases of property and equipment     (1,765,027 )     (7,402 )     (12,327 )     29,594  
Net cash used in investing activities     (1,798,506 )     (7,402 )     (11,245 )     (63,406 )
                                 
Financing Activities:                                
Repayment to (Proceeds from) related party     (155,376 )     379,853       36,875       87,278  
Proceeds from loan payable     1,577,422       237,045       443,999       180,745  
Adjustment in Additional Paid in Capital     -       12,909       (9,347 )     -  
Issuance of common stock     701,988       -       -       27,500  
Net cash provided by financing activities     2,124,034       629,807       471,527       295,523  
                                 
EFFECT OF EXCHANGE RATE ON CASH     7,804       (3,513 )     1,007       (10,126 )
                                 
Net increase (decrease) in cash and cash equivalents     47,436       53,630       (6,210 )     148,015  
Cash and cash equivalents at beginning of the period     196,174       202,384       202,384       54,369  
Cash and cash equivalents at end of the period   $ 243,610     $ 256,014     $ 196,174     $ 202,384  
                                 
SUPPLEMENTAL DISCLOSURE:                                
Interest paid   $

38,704

    $

25,826

    $

37,117

    $

11,425

 
Income tax paid   $ -     $ -     $ -     $ -  
                                 
SUPPLEMENTAL DISCLOSURE FOR NONCASH INVESTING AND FINANCING ACITIVIES:                                
Issuance of common stock for services   $ -     $ -     $ -     $ -  
Issuance of common stock for Business acquisitions   $ -     $ -   $ 1,800,000     $ 1,000,000  
Cancellation of common stock   $ -     $ -     $ -     $ -  
Forgiveness of debt   $ 2,016,363     $ 35,071     $ 35,071     $ 220,930  

 

F-7
 

 

RAYONT INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION

 

Rayont Inc. (formerly Velt International Group Inc., or “Rayont” or the “Company”) is a Nevada corporation formed on February 7, 2011. The Company is a private equity company in areas of biotechnology and internet of things (IOT).

 

Given the acquisition of THF Holdings Pty Ltd and Rayont International (Labuan) Inc as well as the cancer treatment assets that the Company has invested on, Rayont has been focusing on commercializing these investments. The commercialization of the current assets for cancer treatment requires medical board approval for almost all of the countries subject to the license. Rayont has conducted the initial study to identify the requirements for obtaining the approvals for using PDT to treat cancer across different jurisdictions in Sub-Saharan Africa (“SSA”). The same PDT technology has been licensed in China, Australia and New Zealand. It is currently undergoing medical trials in Australia and China. The recent announcements show positive results that the technology works. The Company believes that it will take time before it can start commercializing these assets and start to generate revenues and operating profits.

 

On August 26, 2020, the Company established Rayont Technologies Pty Ltd. (Rayont Technologies) through Rayont Australia. Rayont Technologies is an Australian corporation and IOT providing services such as end-to-end employee engagement and experience platform for businesses in Australia and globally.

 

Rayont Technologies Pty Ltd entered an agreement on October 15, 2020 with Ms. Kayla Ranee Smith to purchase the assets of Workstar Tech (Aust) Pty Ltd for AUD 302,876.22 payable over 90 days upon Ms Smith transfers the assets to Rayont Technologies Pty Ltd.

 

On December 23, 2020, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of Prema Life Pty Ltd, an Australian company (“Prema Life”), from TheAlikasa (Australia) Pty Ltd, Prema Life’s sole shareholder. The acquisition of Prema Life was completed, and Prema Life became a subsidiary of the Company. Prema Life is a HACCP certified manufacturer and supplier of functional foods and supplements, and of practitioner only naturopathic and homeopathic medicines. Prema Life produces an extensive range of products including proteins, green blends, sports nutrition, weight management and maintenance, and health and wellness products. In addition, the acquisition was accounted for business combination under common control. The method of accounting for such transfers, as well as the acquisition of businesses, was similar to the pooling of interest’s method of accounting. Under this method, the carrying amount of net assets recognized in the balance sheets of each combining entity are carried forward to the balance sheet of the combined entity. The amount by which the proceeds paid by the Company differs from Prema Life’s historical carrying value of the acquired business is accounted for as a return of capital or contribution of capital. In addition, transfers of net assets between entities under common control were accounted for as if the transfer occurred from the date that the Company and the acquired business were both under the common control and had begun operations.

 

On December 23, 2020, pursuant to an Acquisition Agreement, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of GGLG Properties Pty LTD, an Australian company (“GGLG”), from TheAlikasa (Australia) Pty Ltd, GGLG’s sole shareholder (the “Seller”). The Seller is an affiliate of the Company and therefore the acquisition is being treated as a related party transaction. In addition, the acquisition was accounted for business combination under common control. The method of accounting for such transfers, as well as the acquisition of businesses, was similar to the pooling of interest’s method of accounting. Under this method, the carrying amount of net assets recognized in the balance sheets of each combining entity are carried forward to the balance sheet of the combined entity. The amount by which the proceeds paid by the Company differs from GGLG ‘s historical carrying value of the acquired business is accounted for as a return of capital or contribution of capital. In addition, transfers of net assets between entities under common control were accounted for as if the transfer occurred from the date that the Company and the acquired business were both under the common control and had begun operations. The purchase price is $605,920, which is a 10% discount of the total amount of GGLG’s net tangible assets. The purchase price will be paid in six installments after a $265,300 down payment. In the event an installment payment is not paid timely, the Seller has agreed to accept shares of the Company valued at $0.87 per share. The price per share is based on a 20% discount of the average share price on the OTC Markets over the last 30 trading days.

 

On February 18, 2021 the Foreign Investment Review Board approved the capital stock transferring of GGLG Properties Pty Ltd to the Rayont Australia Pty Ltd. On March 9, 2021, the parties agreed to amend the acquisition agreements for the GGLG Properties Pty Ltd and as per Board Resolution, the Company issued 710,713 shares of its common stocks in leu of payment by Rayont Australia Pty Ltd of approximately $605,920 (AUD 800,000) to TheAlikasa Pty Ltd as full and final payment for the acquisition of 100% of the issued and outstanding common stock of GGLG.

 

On December 29, 2020, the Company incorporated Rayont Malaysia Sdn Bhd with a paid-up capital of $ 100 and on December 31, 2020 was incorporated Rayont Technologies (M) Sdn Bhd with a paid-up capital of $100 from Rayont Malaysia Sdn Bhd to carry out its business activities in Malaysia. On February 5, 2021 Rayont Technologies (M) Pty Ltd entered into an Asset Purchase Agreement with Sage Interactive Sdn Bhd to purchase its assets in consideration of the payment of USD 105,000.00. These assets include software for remote learning, customer contracts, digital content and two key employees and one director. These assets will operate in Malaysia under Workstar trademark and operation shall be integrated with Rayont Technologies Australia to drive efficiency and scale of digital assets operations.

 

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions. To date, the Company has experienced some adverse impacts; however, the impacts of COVID-19 on our operating results for the year ended June 30, 2021 was limited due to the nature of our business. The extent of the COVID-19 impact to the Company will depend on numerous factors and developments related to COVID-19. Consequently, any potential impacts of COVID-19 remain highly uncertain and cannot be predicted with confidence.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiary. All significant inter-company balances and transactions have been eliminated on consolidation.

 

F-8
 

 

Use of Estimates

 

The preparation of our consolidated financial statements and accompanying notes in conformity with GAAP requires us to make certain estimates and assumptions. Actual results could differ from those estimates.

 

Going Concern

 

The Company had a net income of $46,424 and a net current liability of $ 1,456,964 for the year ended on June 30, 2021. The accumulated loss of the Company is $ 3,912,404 as of June 30, 2021. The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern. These adverse conditions are negative financial trends, specifically negative working capital, recurring operating losses, accumulated deficit and other adverse key financial ratios.

 

The Company generated revenues to cover its operating expense during the year ended June 30, 2021. The Company plans to continue obtaining funding from the majority shareholder and the President of the Company to support the Company’s normal business operating. There is no assurance, however, that the Company will be successful in raising the needed capital and, if funding is available, that it will be available on terms acceptable to the Company.

 

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

 

Concentration of Risk

 

The Company maintains its cash in bank accounts which, at times, may exceed the federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash in bank.

 

There is one customer who accounted for 10% or more of the Company’s accounts receivable for the year ended June 30, 2021 and there is no customer who accounted for 10% or more of the Company’s accounts receivable for the year as of September 30, 2020.

 

There is no supplier who accounted for 10% or more of the Company’s cost of sales for the nine months ended June 30, 2021 and 2020.

 

Fair Value of Financial Instruments

 

The carrying amounts of the Company’s current financial assets and liabilities approximated their fair values due to the short maturities. The fair value of noncurrent financial assets and liabilities are determined based on the value of the discounted cash flows. The Company believes no material difference exists between the fair value and carry amounts of the noncurrent financial assets and liabilities

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2021 and September 30, 2020, the Company had cash in bank of $243,610 and $196,174 respectively.

 

Intangible assets

 

Intangible assets for purchased are recognized and measured at cost upon acquisition and consist of the Company’s exclusive license with various useful life. The Company has determined that there are currently no legal, regulatory, contractual, economic or other factors that limit the useful life of the license and accordingly treat the license as indefinite life intangible assets.

 

As of June 30, 2021 and September 30, 2020, the Company had intangible assets of 2,245,231 and $2,000,000 respectively associated with Rayont International’s exclusive license for registering and commercializing PhotosoftTM technology for treatment of all cancers across Sub-Sahara African region. The technology has been licensed in Australia, New Zealand, China, Malaysia and Sub-Sahara Africa. The other tangible assets are associated with trademark, website, software that Rayont Technologies Pty Ltd entered into an agreement on October 15, 2020 to purchase the assets of Workstar Tech (Aust) Pty Ltd.

 

In addition, on February 5, 2021 Rayont Technologies (M) Pty Ltd entered into an Asset Purchase Agreement with Sage Interactive Sdn Bhd to purchase intangible assets include software for remote learning, customer contracts and digital content.

 

Property and equipment

 

Property and equipment are carried at cost and, less accumulated depreciation. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposal. The Company examines the possibility of decreases in the value of property and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

 

The Company’s property and equipment mainly consists of computer and laser equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 4-12 years.

 

Impairment of Long-lived Assets

 

The Company reviews long-lived assets when changes in circumstances or event could impact the recoverability of the carrying value of the assets. Recoverability of long-lived assets is determined by comparing the estimated undiscounted cash flows related to the long-lived assets to their carrying value. Impairment is determined by comparing the present value of future undiscounted cash flows, or some other fair value measure, to the carrying value of the asset. For the years ended June 30, 2021 and September 30, 2020, no impairment of long-lived assets was indicated, and no impairment loss was recorded.

 

F-9
 

 

Revenue Recognition

 

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those products and services. We enter into contracts that include products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers.

 

The Company’s contracts with customers may include multiple performance obligations. Revenue relating to agreements that provide more than one performance obligation is recognized based upon the relative fair value to the customer of each performance obligation as each obligation is earned. The Company derives its revenues the follows:

 

Digital Learning Solutions:

 

Revenue from digital learning solutions is recognized when control has transferred to the customer which typically occurs when the service is completed or the delivery of the license to the customer.

 

Sale of Goods - Medicinal Supplements:

 

Revenue from these sales is recognized when the entity has delivered the products to locations specified by its customers and the customers have accepted the products in accordance with the sales contract.

 

Products are sold to certain customers with volume discount and these customers also have the right to return within a reasonable time frame. Revenue from these sales is recorded based on the contracted price less the estimated volume discount and returns at the time of sale.

 

F-10
 

 

Earnings / (Loss) Per Share

 

Basic earnings per share is computed by dividing net income (loss) attribute to stockholders of common stock by the weighted-average number of common shares outstanding for the period. Diluted net earnings per share is computed by dividing net income / (loss) by the weighted average number of common shares outstanding plus equivalent shares.

 

Diluted earnings per share reflects the potential dilution that could occur from common shares issuable through convertible notes and preferred stock when the effect would be dilutive. The Company only issued common stock and does not have any potentially dilutive instrument as of June 30, 2021 and 2020.

 

Translation of Foreign Currency

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

 

The functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s Australian subsidiaries maintains its books and record in a local currency, Australian Dollars (“AUD”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income.

 

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective years:

 

    As of and for the 9 months ended June 30,  
    2021     2020  
             
Year-end AUD : US$1 exchange rate     0.7496       0.6893  
9 months average AUD : US$1 exchange rate     0.7536       0.6668  

 

Recent Accounting Pronouncements

 

Management believes none of the recently issued accounting pronouncements will have a material impact on the consolidated financial statements.

 

NOTE 3 – Inventories

 

As of June 30, 2021 and September 30, 2020, inventories were composed of the following:

 

    June 30, 2021     September 30, 2020  
Raw materials   $ 190,533     $ 193,559  
Working in progress   $ 93,147     $ 91,768  
Finished goods   $ 216,485     $ 169,442  
Total inventories   $ 500,165     $ 454,770  

 

NOTE 4 – PROPERTY AND EQUIPMENT, NET

 

As of June 30, 2021 and September 30, 2020, property and equipment consisted of the following:

 

    June 30, 2021     September 30, 2020  
Land   $ 1,273,595     $ 490,476  
Building     1,030,735       86,465  
Leasehold improvements     -       19,722  
Laser equipment     1,302,073       1,240,422  
Vehicle     29,794       -  
Computer equipment     18,248       7,378  
Total     3,654,445       1,844,464  
Less: accumulated depreciation     (513,688 )     (430,487 )
Total property and equipment, net   $ 3,140,757     $ 1,413,976  

 

During the nine months ended June 30, 2021 and 2020, the depreciation expenses were $ 99,676 and $ 134,191, respectively.

 

F-11
 

 

NOTE 5 – INTANGIBLE ASSETS

 

On October 15, 2020, the Company entered into an agreement to purchase the assets of Workstar Tech (Aust) Pty Ltd, from an individual towards purchase of fair value of USD476,594.32 (AUD632,393) for purchase consideration of USD228,258.35 (AUD302,876). The company considered the gain on purchase of assets as an income (Refer Note 13).

 

These assets include intangible assets like trademark, website, software in the amount of USD465,666.59 (AUD617,893) and tangible assets like office assets, computer contracts in the amount of USD10,927.73 (AUD14,500).

 

Amortization is computed using the straight-line method over the 10-year estimated useful lives of the assets.

 

On February 5, 2021 Rayont Technologies (M) Pty Ltd entered into an Asset Purchase Agreement with Sage Interactive Sdn Bhd to purchase its assets in consideration of the payment of USD105,000.00. These assets include software for remote learning, customer contracts and digital content.

 

Amortization is computed using the straight-line method over the 10-year estimated useful lives of the assets.

 

The Company had evaluated the useful life of 10 years from 2018 for the intangible assets of $2,000,000, which is associated with Rayont International’s exclusive license for registering and commercializing PhotosoftTM technology for treatment of all cancers across Sub-Sahara African region. The technology has been licensed in Australia, New Zealand, China, Malaysia and Sub-Sahara Africa.

 

The license has only remaining life of 7 years and it is amortized for the nine months ended June 30, 2021.

 

As of June 30, 2021 and September 30, 2020, intangible assets, consisted of the following:

 

    June 30, 2021     September 30, 2020  
Exclusive license for registering and commercializing PhotosoftTM technology   $ 2,000,000     $ 2,000,000  
Trademark, website, software     568,188       -  
Total     2,568,188       2,000,000  
Less: accumulated amortization     (322,957 )     -  
Total intangible assets, net   $ 2,245,231     $ 2,000,000  

 

For the nine months ended June 30, 2021 and 2020, the amortization expenses were $322,957 and $0, respectively.

 

NOTE 6 – ACCOUNTS PAYABLE

 

Accounts payable are amounts billed to the Company by suppliers for goods and services in the ordinary course of business. All amounts have short-term repayment terms and vary by supplier.

 

As of June 30, 2021 and September 30, 2020, the Company had outstanding balances of $99,615 and $54,316 related to the accounts payable.

 

NOTE 7 – LOAN PAYABLE

 

Current loan payable:   June 30, 2021     September 30, 2020  
Non-interest-bearing notes payable   $ -     $ 10,055  
Mortgage loan     2,046,477       471,327  
COVID-19 loan     5,077       -  
Total current loan payable   $ 2,051,554     $ 481,383  
                 
Non-current loan payable:                
COVID-19 loan     182,329       178,533  
Total non-current loan payable:   $ 182,329     $ 178,533  
Total loan Payable   $ 2,233,883     $ 659,916  

 

Non-interest-bearing notes payable

 

In March 2020, the Company’s subsidiary entered into loan agreements with outside creditors for the purpose to support its operation. The Company repaid all the outstanding balance as of December 31, 2020. As of June 30, 2021 and September 30, 2020, the Company had outstanding balances of $0 and $10,055 to the outside third party.

 

F-12
 

 

COVID-19 loan

 

On the 29th of June 2020, the Company’s subsidiary obtained a COVID-19 loan of $ 171,729 (AUD 250,000) from Queensland Rural and Industry Development Authority (QRIDA) to assist the Company to meet its working capital expenses. The term of the loan is 10 years from the commencement date, and the interest rate is 0% for the first 12 months from the commencement date and then 2.5% from the remainder of the term. The Company’s subsidiary has an Interest Only Period beginning 12 months after the Commencement Date and ending 36 months from the Commencement Date. The loan is secured under the Company’s present and future property of any kind, including all personal property As of June 30, 2021 and September 30, 2020, the Company had outstanding balances of $190,325 and $178,533 related to the COVID-19 loan.

 

The increase in loan amount from $178,533 to $187,406 was attributable to the translation income on foreign exchange as at June 30, 2021.

 

Mortgage loan

 

On the 26th of June 2020, the Company’s subsidiary obtained a mortgage loan of $453,713 (AUD 660,000) from two private lenders Oliver Fleming Pty Ltd as Trustee and Oliver John Fleming to assist the Company to buy the land of the business place. The term of the loan is one year from the commencement date, and the interest rate is 10% per annum. Monthly payments are compound just from interest in the amount of $ 4,108 (AUD 5,500). The loan is secured under the Company’s present and future property of any kind, including all personal property. The principal amount is paid in the end of the term, 26 June 2021.

 

On the 28th of June 2021, the Company’s subsidiary purchased a property which consist of 2720m2 land and building 1760m2. Since the intention was to settle the property prior to 30 June 2021as per the Sale & Purchase Contract, the liability of the loan had to be recognised, even though the agreement date of the loans for this property is on 6 August 2021 and 1 September 2021.This transaction is an adjusting event for the balance sheet at June 30, 2021. The Company’s subsidiary obtained on 6 August 2021 a mortgage loan of $ 1,746,920 (AUD 2,380,000) from private lender COE Property Group Pty Ltd to assist the Company to buy the property of the business place. This loan is divided in two tranches. The term of the loan is one year from the commencement date for the first tranche in the amount of $ 1,490,020 (AUD 2,030,000), the interest rate is 9% per annum and for the second tranche in the amount of $ 256,900 (AUD 350,000), the term of the loan is 4 months from the commencement date and the interest rate is 36% per annum. Monthly payments are compound just from interest in the amount of $ 11,175 (AUD 15,225) for first tranche and interest in the amount of $ 7,707 (AUD 10,500) for the second tranche. The loan is secured under the Company’s present and future property of any kind, including all personal property. The principal amount will be paid in the end of the term, 6 December 2021 for second tranche and 5 August 2022 for first tranche.

 

The Company’s subsidiary obtained on 1 September 2021 a mortgage loan of $ 257,915 (AUD 350,000) from private lender RDS Superannuation Pty Ltd as Trustee for The Ron Bruce Motor Trimmers Pty Ltd to assist the Company to buy the property of the business place. The term of the loan is two months from the commencement date, and the interest rate is 18% per annum. Monthly payments are compound just from interest in the amount of $ 3,869 (AUD 5,250). The loan is secured under the Company’s present and future property of any kind, including all personal property. The principal amount will be paid in the end of the term, 1 November 2021.

 

As of June 30, 2021 and September 30, 2020 the Company had outstanding balances of $ 2,046,477 and $471,327 related to the mortgage loan.

 

For the 9 months ended June 30, 2021 and 2020 the interest expenses were $ 38,704 and 25,826, respectively.

 

NOTE 8 – FINANCE LEASE PAYABLE

 

Current finance lease:   June 30, 2021     September 30, 2020  
Finance lease payable   $ 8,188       -  
Total current finance lease   $ 8,188     $         -  
                 
Non-current finance lease:                
Finance lease payable     19,669       -  
Total non-current finance lease:   $ 19,669     $ -  
Total finance lease   $ 27,857     $ -  

 

On the 28th of October 2020, the Company’s subsidiary obtained a Finance Lease for vehicle in the amount of $34,167 (AUD 44,880) from Australian Alliance Automotive Finance Pty Limited to assist the Company to meet its operating activities. The term of the loan is 4 years from the commencement date, and the interest rate is 5.03% for the term. As of June 30, 2021, the Company had outstanding balances of $27,857 related to the Finance Lease.

 

Finance lease activity is included in property and equipment, net.

 

F-13
 

 

NOTE 9 – CONCENTRATION

 

For the nine months ended June 30, 2021, the Company had two major customers who represented 8.8% and 6.5% of total revenue, respectively. At June 30, 2021 and September 30, 2020, one major customer has paid and the other major customer represented approximately 27% and 0% of total accounts receivable, respectively.

 

NOTE 10 - RELATED PARTY TRANSACTIONS

 

The related parties of the Company with whom transactions are reported in the consolidated financial statements are as follows:

 

Name   Relationship
Anvia Holdings Corporation (“Anvia”)   Anvia was a shareholder of the Company
Rural Asset Management Services, Inc. (“Rural”)   One of major shareholder of Rayont Inc
Natural Health & Education Pty Ltd (“NHE”)   Entity under the same beneficial owner, Rural’s Asset Shareholder
THF International HK Ltd. (“THF HK”)   Entity under the same beneficial owner, Rural’s Asset Shareholder
Edunation Pty Ltd   Entity under the same beneficial owner/ common directors
Exit Solutions Pty Ltd   Entity under the same beneficial owner/ common directors
Zenio Management Pty Ltd   Entity under the same beneficial owner/ common directors
Blue Pacific Academy   Entity under the same beneficial owner/ common directors
World Green Capital Ltd   Entity under the same beneficial owner/ common directors
Taleo Holdings (L) Ltd   Entity under the same beneficial owner/ common directors
Egnitus International (L)   Entity under the same beneficial owner/ common directors
Anvia (Australia) Pty Ltd   Entity under the same beneficial owner/ common directors
Shareholders of Prema Life Pty Ltd and GGLG   Entities under the same beneficial owner/ common directors

TheAlikasa (Australia) Pty Ltd

  Common director / shareholder of the Company

 

Amount due from related parties

 

    June 30, 2021     September 30, 2020  
Anvia (Australia) Pty Ltd   $ -     $ 173,679  
Anvia Holdings Corporation     -     $ 93,000  
Rural Asset Management Services     11,881     $ 91,823  
Zenio Management Pty Ltd     -       13,569  
Due from Blue Pacific Academy     4,000      

-

 
Total   $ 15,881     $ 372,071  

 

The Company’s subsidiary Prema Life agreed to grant a loan to Anvia (Australia) Pty Ltd for the amount of $173,679. The loan bears no interest rate and receivable on demands. Due to the short maturity of the loan, the Company had a current loans receivable of $173,679 as of September 30, 2020. The Company had received the repayment in full from Anvia (Australia) Pty Ltd on December 23, 2020.

 

On August 20, 2019, the Company agreed to grant a loan to Anvia for the amount of $93,000. The loan bears an interest rate at 8% and matures on August 18, 2020. Due to the short maturity of the loan, the Company had a current loans receivable of $93,000 as of September 30, 2020. The Company had received the repayment in full from Anvia on December 30, 2020.

 

As of June 30, 2021 and September 30, 2020, Rayont International (L) had loans receivable of $11,881 and $91,823 from Rural. On June 30, 2020, the company agreed to grant a loan to the Rural for the amount of $91,823. The loan bears no interest rate and receivable on demands. Due to the short maturity of the loan, the Company had a current loans receivable of $91,823 as of September 30, 2020. The Company made a three-party agreement on December 31, 2020 between its subsidiary Rayont International (L), Rayont Inc and Rural in order to eliminate the loans from /to Rural and there is no need for money to move around. The remaining balance of $11,881 will be received on demands.

 

F-14
 

 

As of June 30, 2021 and September 30, 2020, Prema Life had loans receivable of $nil and $13,569, respectively from Zenio Management Pty Ltd. The loans receivable was non-interest bearing and due upon request. The loan is paid.

 

As of June 30, 2021 and September 30, 2020, Rayont International had loans receivable of $4,000 and $nil from Blue Pacific Academy. The loans receivable was non-interest bearing and due upon request.

 

Amounts due to related parties

 

As of June 30, 2021 and September 30, 2020, the Company had amount due to related parties as follows:

 

    June 30, 2021     September 30, 2020  
Edunation Pty Ltd   $ -     $ -  
Exit Solutions Pty Ltd     -       23,424  
Zenio Management Pty Ltd     -       108,905  
Egnitus International (L)     -       1,800  
NHE     -       1,846,990  
THF HK     -       200,000  
Rural Asset Management Services     -       79,942  
Anvia (Australia) Pty Ltd     -       18,371  

TheAlikasa (Australia) Pty Ltd

    -       1,011,873  
Accounting Business Solutions Pty Ltd     1,133       -  
Director’s loan     386,105       16,687  
Total   $ 387,238     $ 3,307,990  

 

On December 23, 2020, the company acquired Prema Life and GGLG from TheAlikasa (Australia) Pty Ltd and since it’s a common control situation effect of acquisition was given from September 30, 2019 financial statement. Due to that related party is more of $1,011,873 during September 30, 2020, when compared with June 30, 2021 as the acquisition price is paid during the December 2020 – June 30, 2021.

 

NHE and THF HK transfer the loan amount of $1,800,000 and $200,000 respectively to Taleo Holdings (L) Ltd, the only shareholder of Rayont International (L) Ltd. On December 28, 2020, Taleo Holdings (L) Ltd forgave the $2,000,000, owed to it by the Rayont International (L) Ltd and transfer the shares to Rayont Inc. The amount is recorded as additional paid-in capital.

 

On December 31, 2021, the former director of the Rayont International (L) Ltd, forgave the $16,364, owed to him by the Company and the resulting gain is recorded as additional paid-in capital. The difference of $323 was paid back to the director.

During 2021 the director has given a loan amount of $386,105. This loan has 3% interest per annum.

 

Amounts due to related parties were non-interest bearing for most of them and payable on demand. The amounts were used to support its operation, to acquire the exclusive license for registering and commercializing PhotosoftTM technology, to buy two business considered as related party transactions and to buy the property of the Company’s subsidiary. The related party loan as of September 30, 2020 are paid but the related party loans as of June 30, 2021 are payable on demand.

 

NOTE 11 – STOCK-BASED COMPENSATION

 

The Company accounts for stock issued for services using the fair value method in accordance with ASC 718, Stock-Based Compensation, the measurement date of shares issued for services is the grant date.

 

On December 19, 2018, the Company issued 3,000,000 shares of its common stock to a consultant for services rendered to the Company at $0.32 per share.

 

On January 14, 2019, under the Company’s 2019 Equity Incentive Plan, the Company issued an aggregate of 900,000 shares to a consultant for services rendered to the Company $0.26 per share.

 

On January 30, 2019, the Company issued 200,000 shares of its common stock to a consultant for services rendered to the Company at $0.26 per share.

 

On January 30, 2019, the Company issued 300,000 shares of its common stock to a consultant for services rendered to the Company at $0.26 per share.

 

On January 31, 2019, the Company issued 150,000 shares of its common stock to a consultant for services rendered to the Company at $0.26 per share.

 

On January 31, 2019, the Company issued 250,000 shares of its common stock to a marketing staff for marketing services rendered to the Company at $0.26 per share.

 

On February 11, 2019, the Board of Directors authorized the issuance of 1,000,000 shares of the Company’s common stock to its prior President, for services rendered at $0.25 per share.

 

F-15
 

 

On April 8, 2019, the Company issued 200,000 shares of its common stock to one consultant for services rendered to the Company at $0.25 per share.

 

On April 26, 2019, the Company issued 900,000 shares of its common stock to one consultant for services rendered to the Company at $0.25 per share.

 

On April 8, 2020, under the Company’s 2019 Equity Incentive Plan, the Company issued an aggregate of 250,000 shares of its common stock to one former officer, the CEO of the Company and one consultant for services rendered to the Company at 0.08 per shares.

 

The Company did not record the compensation cost for services for the nine months ended June 30, 2021.

 

In addition, the Company accounts for stock issued for business acquisition using the fair value method. The measurement date of shares issued for acquisition is the grant date.

 

On September 30, 2020, the Company issued 25,714,286 shares of its common stock to Taleo Holdings (L) Ltd for acquisition of Rayont International (L) Limited at $0.07 per share based on the closing share price on the OTC Markets on September 29, 2020.

 

The Company relied upon Section 4(2) and Regulation D of the Securities Act of 1933, as amended, for the issuances of the securities listed above. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.

 

NOTE 12 - INCOME TAXES

 

The Company provides for income taxes under the asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. It also requires the reduction of deferred tax assets by a valuation allowance if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

 

NOTE 13 – OTHER INCOME

 

Other income generated for the nine months ended June 30, 2021 was attributable to differences between purchase consideration of assets from Workstar Tech (Aust) Pty Ltd and it’s as-is basis value amounted to USD248,336. Whilst, USD188,995.19 arose due to tax incentive/grant obtained in relation to approved research and development activities carried out for Prema Life Pty Ltd. Other incentives amount from Australian Government towards Prema Life Pty Ltd are USD40,696.36 and USD9,420.45 in relation to ATO COVID19 Job Seeker and Cash Flow Boost.

 

The amount of USD303,253 was attributable to differences between seller and purchase price of the property that GGLG Properties Pty Ltd sold on June 29, 2021.

 

NOTE 14 - RESTATEMENT OF PRIOR ISSUED FINANCIAL STATEMENTS

 

The company acquired GGLG Properties Pty Ltd and Prema Life Pty Ltd during December 2020 and didn’t include GGLG Properties Pty Ltd in the consolidated figures of December 31, 2020 as the company was waiting for the approval from Australian government authorities. Since the acquisition is of common control transaction as per ASC805-50, the management decided to do the consolidation for prior years by adopting ASC250-10 guidelines and prepared the restated financial statement for September 30, 2020, enclosed herewith. The Company has not amended its previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the restatement and has adjusted the balances by revising the consolidated balance sheet for the year ended September 30, 2020, income statement for the nine months ended June 30, 2020, cash flow statements for the nine months ended June 30, 2020 included herein.

 

F-16
 

 

The restatement for the consolidated balance sheet as of and for the year ended September 30, 2020, income statement for the nine months ended June 30, 2020 and cash flow statement for the nine months ended June 30, 2020:

 

RAYONT INC. AND SUBSIDIARIES RESTATED CONSOLIDATED BALANCE SHEETS

 

    September 30, 2020  
    As Previously Reported     Restatement Adjustments     As Restated  
                   
ASSETS                        
Current assets:                        
Cash and cash equivalents   $ 2,811     $ 193,363     $ 196,174  
Accounts receivable     216,525       143,634       360,159  
Inventories     -       454,770       454,770  
Loan receivables     184,823       (184,823 )     -  
Due from related parties     -       372,071       372,071  
Other receivables     10,897       5,620       16,517  
Total Current Assets     415,056       984,635       1,399,691  
                         

Non-Current assets:

                       
Property and equipment, net     844,544       569,432       1,413,976  
Intangible assets     2,000,000       -       2,000,000  
Other assets     21       -       21  
Total Non-Current Assets     2,844,565       569,432       3,413,997  
                         
TOTAL ASSETS   $ 3,259,621     $ 1,554,067     $ 4,813,688  
                         
LIABILITIES AND STOOCKHOLDERS’ EQUITY                        
Current liabilities:                        
Accounts payable   $ -     $ 54,316     $ 54,316  
Accrued liabilities     40,789       334,471       375,260  
Due to related parties     2,152,558       1,155,432       3,307,990  
Loan payable     -       481,383       481,383  
Note payable     143,755       (143,755 )     -  
Other payables     -       474       474  
Total Current Liabilities     2,337,102       1,882,321       4,219,423  
                         
Non-Current liabilities:                  
Loan payable     -       178,533       178,533  
Total Non-Current Liabilities     -       178,533       178,533  
                         
TOTAL LIABILITIES     2,337,102       2,060,854       4,397,956  
                         
COMMITMENTS AND CONTNGENCIES                        
                         
Stockholders’ Equity:                        
Common stock, $0.001 par value; 500,000,000 shares authorized; 38,871,818 shares issued and outstanding as of September 30, 2020     38,872       -       38,872  
Preferred stock, $0.001 par value; 20,000,000 shares authorized; nil share issued and outstanding     -       -       -  
Additional paid-in capital     4,677,704       (381,180 )     4,296,524  
Accumulated deficit     (3,775,620 )     (183,207 )     (3,958,827 )
Accumulated other comprehensive income     (18,437 )     57,600       39,163  
TOTAL STOCKHOLDERS’ EQUITY     922,519       (506,787 )     415,732  
                         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 3,259,621     $ 1,554,067     $ 4,813,688  

 

F-17
 

 

RAYONT INC. AND SUBSIDIARIES RESTATED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 

    For the nine months ended June 30, 2020  
    As Previously Reported     Restatement Adjustments     As Restated  
                   
Revenue   $ -     $ 1,270,240     $ 1,270,240  
Cost of Revenue     -       (890,696 )     (890,696 )
Gross profit     -       379,544       379,544  
                         
Operating expenses:                        
Selling, general and administrative expenses     343,141       621,042       964,183  
Depreciation and amortization expense     -       134,191       134,191  
Total Operating Expenses     343,141       755,233       1,098,374  
                         
Operating Loss     (343,141 )     (375,689 )     (718,830 )
                         
Other income/(expense):                        
Interest income     6,441       -       6,441  
Interest expense     (4,120 )     (21,706 )     (25,826 )
Other income, net     3,327       69,271       72,598  
Total other income/(expense)     5,648       47,565       53,213  
                         
Income before income taxes     (337,493 )     (328,124 )     (665,617 )
Income tax expense     -       -       -  
Net loss   $ (337,493 )   $ (328,124 )   $ (665,617 )
                         
Other comprehensive items                        
Foreign currency translation loss     (3,622 )     4,473       851  
Total other comprehensive income     (3,622 )     4,473       851  
                         
Total comprehensive loss     (341,115 )     (323,651 )     (664,766 )
Less: comprehensive income attributable to noncontrolling interest     -       -       -  
Comprehensive loss attributable to shareholders of the Company   $ (341,115 )   $ (323,651 )   $ (664,766 )
                         
Weighted average shares, basic and diluted     13,135,554       (152,292 )     12,983,262  
Net loss per common share, basic and diluted   $ (0.03 )   $ (0.02 )   $ (0.05 )

 

F-18
 

 

RAYONT INC. AND SUBSIDIARIES RESTATED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    For the nine months ended June 30, 2020  
    As Previously Reported     Restatement Adjustments     As Restated  
                   
Operating Activities:                        
Net loss   $ (337,493 )   $ (328,124 )   $ (665,617 )
Adjustments to reconcile net loss to net cash provided by / (used in) operating activities:                        
Non-cash portion of share based compensation for service     20,000       -       20,000  
Depreciation and amortization expense     74,618       59,573       134,191  
Bad debt expense     192,094       (192,094 )     -  
Changes in operating assets and liabilities:                      
Accounts receivable     -       (12,874 )     (12,874 )
Inventory     -       130,771       130,771  
Accounts payable     -       (29,975 )     (29,975 )
Accrued liabilities     (10,707 )     (43,228 )     (53,935 )
Other receivables     (2,932 )     (64,337 )     (67,269 )
Other assets     70       (70 )     -  
Other payable     -       (20,554 )     (20,554 )
Net cash used in operating activities     (64,350 )     (500,912 )     (565,262 )
                         
Investing Activities:                        
Disbursements on loans receivable from affiliate     (1,525 )     1,525       -  
Purchases of property and equipment     -       (7,402 )     (7,402 )
Net cash used in investing activities     (1,525 )     (5,877 )     (7,402 )
                         
Financing Activities:                        
Proceeds from related party     25,398       354,455       379,853  
Proceeds from loan payable     55,441       181,604       237,045  
Adjustement in Additional Paid in Capital     -       12,909       12,909  
Net cash provided by financing activities     80,839       548,968       629,807  
                       
EFFECT OF EXCHANGE RATE ON CASH     (7,419 )     3,906       (3,513 )
                         
Net increase / (decrease) in cash and cash equivalents     7,545       (502,883 )     53,630  
Cash and cash equivalents at beginning of the period     836       201,548       202,384  
Cash and cash equivalents at end of the year   $ 8,381     $ (301,335 )   $ 256,014  
                         
SUPPLEMENTAL DISCLOSURE:                        
Interest paid   $ 4,120     $ (4,120 )   $ -  
Income tax paid   $ -     $ -     $ -  
                         
SUPPLEMENTAL DISCLOSURE FOR NONCASH INVESTING AND FINANCING ACITIVIES:                        
Forgiveness of debt   $ 35,071     $ -     $ 35,071  

 

NOTE 15 - COMMITMENTS AND CONTINGENCIES

 

The Company has no commitment or contingency as of June 30, 2021.

 

NOTE 16 - SUBSEQUENT EVENTS

 

On September 23, 2021, Rayont (Australia) Pty Ltd entered into a Sale & Purchase Agreement (the “Agreement”) with Kuan Heng Chen and Kuan Ting Chen , the shareholders of AMH Corporate Pty Ltd (“Seller”) for the purchase of a property and building located at 900 Sandgate Road, Clayfield QLD, 4011 Australia (the “Property”) owned by the Shareholder, in exchange for 515,771 shares of the Corporation’s common stock valued at AUD$1,600,000 (USD$1,259,040) (“Purchase Price”). The Corporation’s common stock was valued at US 2.25 per share which is a 20% discount from $2.81 per share which was the average price per share of the Corporations stock on the OTC Markets over the last 30 trading days prior to September 23, 2021.

 

On July 19, 2021, the Company issued 710,713 shares of common stock to the The AliKasa Pty Ltd for the purchase of the GGLG Properties Pty Ltd, the Corporation’s wholly owned subsidiary, totaling $618,320 on December 23, 2020 in lieu of payment. The Corporation’s common stock was valued at US 0.87 per share which is a 20% discount from the average price per share of the Corporations stock on the OTC Markets over the last 30 trading days prior to December 23, 2020.

 

The Company relied upon Section 4(2) and Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and they were issued in book entry form with a Rule 144 restrictive legend.

 

F-19
 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.

 

The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our Chief Executive Officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were significant deficiency in our internal controls over Financial reporting as of June 30, 2021 and they were therefore not as effective as they could be to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The significant deficiency in our controls and procedure were lack of formal documents such as invoices and lack of evidence for proper approval and review of disbursements. Management does not believe that any of these significant deficiency materially affected the results and accuracy of its financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework that was issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended June 30, 2021. We believe that internal controls over financial reporting as set forth above shows some weaknesses and are not effective. We have identified certain weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

 

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

 

Subsequent to the end of the period covered by this report, and in light of the weakness described above, management is in the process of designing and implementing improvements in its internal control over financial reporting and we currently plan tom hire an independent third party consultant to assist in identifying and determining the appropriate accounting procedures and controls to implement.

 

ITEM 9B. OTHER INFORMATION.

 

None

 

  13  

 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The following table contains the name, age of our Directors and executive officers as of June 30, 2021.

 

Name   Age   Position Held   Held Office Since
Aleem Sheikh   50   President/CEO and Director   2021
Marshini Thulkanam   45   Chief Financial Officer and Director   2020
Dhurata Toli   45   Secretary   2021
Reyad Fezzani   54   Director   2021
Leilani Latimer   57   Director   2021

 

The directors will serve until the next annual meeting of stockholders of the Company and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. The following is information concerning the business background of Ms. Thulkanam.

 

Ms. Thulkanam has over 20 years in public practice, as well as the commercial environment. She provides accounting, CFO on demand and tax solutions to her variety of clients from diverse industries, including hospitability, retail, health, professional services, property developments, and medical centres and construction companies. Ms. Thulkanam graduated from Massey University, New Zealand and has worked in both New Zealand and Australian Chartered Accounting Firms. She is a member of the Chartered Accountants Australian and New Zealand and a Registered Tax Agent. Her focus is family businesses from start up to complex entities and takes great pride in assisting her clients navigate through Australia’s complex tax systems to provide great outcomes. Ms. Thulkanam is the founder and Managing Director of Accounting Biz Solutions Pty Ltd, an accounting and bookkeeping practice in Queensland, Australia. She is the CFO on demand for a number of private funds such as Future Asset Management International Ltd and Zenio Capital Ltd.

 

Mr. Sheikh was previously a Managing Director and Group Chief of Staff at ACWA Power before his appointment in 2016 as a Director to the largest public university in the USA, Arizona State University. He joined ACWA Power in 2014 from Swiss Company, Oerlikon, where he was President and Chairman/CEO of the Solar Company based in China. Prior to this, in 2011 he was Vice President of Strategic Partnerships for BP p.l.c and resided in China for over 10 years. Aleem also led the Board oversight for manufacturing, operations, and development of Solar Panel production facilities at Tata/BP Solar in India. He is a forward thinking and proactive professional executive with a broad range of experience in contributing to the performance of a global company. Aleem began his career at BP in 1997 where he worked in Commercial, Retail, Operations and Marketing in the UK. Following a series of mergers and acquisitions, he became Global Early Integration Director and held offices across the world. He then joined BP HR as Head of Resourcing for the UK/European Regions to bring a business focus to a functional organization. He later moved to China to become Commercial Director and Chief of Staff for BP in Australasia, Asia-Pacific, and the Indian-Subcontinent. In China alone, he helped grow BP to a $5 billion revenue business with over 1,300 employees. He joined BP Alternative Energy in 2008. With over 3,000 employees, the business operated Solar manufacturing plants in the U.S., Europe & AsPac, and developed, constructed, and operated solar and wind farms in the U.S., Europe, India & China. During his tenure, the wind business completed U.S. utility-scale project financing, construction, and operations. The solar business unit completed utility-scale and distributed generation solar project financing, construction, and operations. As well as leading the strategic development of this business, he also acted as Deputy CEO and set up the operations from San Francisco. He was a member of the BP Global Leadership Team & served as Non-Exec Director for companies in the USA, China & India including Tata BP Solar where he also acted as Chairman of the Audit Committee. He later joined Oerlikon Solar before divesting it for approx. CHF0.25 billion. He continues to hold Non-Exec Director/Chairman positions across the world.

 

Ms. Toli has extensive experience in both government and private sector for over 21 years in financial analyses, accounting, financial controls, reporting and taxation, financial, market risk profiling, trainings. Ms. Toli started her career with NOA in management and risk analysis before managing a branch of BKT Bank. Thereafter, she worked with the Municipality of Tirana as Director of Operations and then with Abkons company on the Trans Adriatic Pipeline as a Financial Consultant. In 2017, Ms. Toli became the Financial Controller and Secretary of a USA public corporation with subsidiaries in Australia and Malaysia, overseeing all aspects of the Company’s accounting functions including planning, executing, controlling, reporting all financial matters and as an active member of the M&A team. In addition, she was the Board Secretary for Corporation. Ms. Toli earned her Master of Science degree in banking from the University of New York Tirana in collaboration with the Institute Universitaire Kurt Bosch in Switzerland and Master’s Degree in Finance and Accounting from Tirana University.She also holds an Approved Accounting Certificate, Real Estate Appraiser and “Six Sigma Quality Improvement Project” for “Loan Assessment and Approval Process Mapping “delivered by IMPACT W.L.L.

 

Mr. Fezzani has over 30 years of experience in Energy, Finance, and Technology with the majority of his career spent at BP p.l.c. including global roles as the CEO of BP Wind and Solar, and CEO of BP Chemicals. He is currently Chairman and CEO of Regenerate Power, and a Managing Partner of Energy Finance Company LLC. He has served as an Independent Director on the boards and advisory boards of several private technology companies, as well as the Swiss industrial public company - Oerlikon A.G where he was also a member of the Audit Committee. Mr Fezzani is a Chartered Engineer and a Fellow of the Institute of Chemical Engineers, the Energy Institute, and the Institute of Materials, Minerals & Mining. He holds a Master’s Degree (MEng) in Chemical Engineering and Chemical Technology from Imperial College, London.

 

Ms. Latimer is a go-to-market executive and board director with a track record of growing B2B, SaaS, enterprise software companies - public, pre-IPO and start-ups. Ms. Latimer is currently an Independent Director at Black Diamond Group (TSE: BDI) and a Growth Advisor at WellKom International. Her board experience includes participation on Executive, Nominating and Governance committees. Mrs. Latimer is the Chief Commercial & Marketing Officer at Fair Trade USA, and leads the organization’s commercial transformation efforts and all marketing and commercial functions. Previously, Mrs. Latimer was the Chief Marketing & Commercial Operations Officer at Earlens, a privately held medical technology company. Prior to Earlens, she led Global Marketing, Partnerships & Commercial Operations for Zephyr Health, a cloud-based data and analytics company (SaaS) serving the life sciences industry. Mrs. Latimer holds a BA from UC San Diego, a certificate in Management for International Executives from UC Riverside and a certificate in Sustainable Management from Presidio Graduate School.

 

  14  

 

 

ITEM 11. EXECUTIVE COMPENSATION.

 

Executive Compensation

 

The following table sets forth the compensation paid to each of our principal executive officers (the “Named Executive Officers”) during the last three completed fiscal years:

 

SUMMARY COMPENSATION TABLE

 

Management Compensation

 

Name and Fiscal

Years Ended
June 30, 2021,

2020 and 2019

 

Fees

earned

or paid

in cash

($)

   

Stock

awards

($)

   

Option

awards

($)

   

Non-equity

incentive plan

compensation

($)

   

Nonqualified

deferred

compensation

earnings

($)

   

All other

compensation

($)

   

Total

($)

 
Marshini Thulkanam (1)
FY 2020 		    -       8,000       -       -       -       -       8,000  
Aleem Sheikh(2)     -             -       -       -       -       -  
Dhurata Toli (3)     -       -       -       -       -       -       -  
Reyad Fezzani (4)                                                        
Leilani Latimer (5)     -       -       -       -       -       -       -  
Greg Jackson FY 2019 (6)     -       4,000       -       -       -       -       4,000  
Chin Kha Foo(7)
FY 2019 		    -       -       -       -       -       -       -  

 

  

(1) Ms. Thulkanam resigned as CEO, President and Secretary on March 25, 2021
(2) Mr. Sheikh was appointed as President, CEO and Director on March 25, 2021
(3) Ms. Toli was appointed as Secretary on March 25, 2021
(4) Mr. Fezzani was appointed as Director on March 12, 2021
(5) Ms. Latimer was appointed as Director on April 22, 2021
(6) Mr. Jackson was appointed a Director, CEO, President, CFO and Secretary on August 9, 2019 and resigned on March 31, 2020
(7) Mr. Foo was appointed a Director and President/CEO/CFO on July 2, 2017 and resigned on August 9, 2019

 

Compensation of Directors

 

Each Director that is not an officer is reimbursed the reasonable out-of-pocket expenses in connection with their travel to attend meetings of the Board of Directors. No payments were made to our current directors for the fiscal years ended 2021, 2020 and 2019.

 

  15  

 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

Security Ownership of Certain Beneficial Owners and Management

 

The following table sets forth information as of the Record Date with respect to the beneficial ownership of Common Stock by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock after the Closing Date (ii) our current directors, (iii) each person who will become a director on or after the tenth day following our mailing of this Information Statement, (iv) each of newly named executive officers and (v) all of our newly named executive officers and directors as a group.

 

Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by footnote and subject to community property laws, where applicable, to our knowledge the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock that are shown as beneficially owned by them. In computing the number of shares of Common Stock owned by a person and the percentage ownership of that person, any such shares subject to options and warrants held by that person that are exercisable as of the Record Date or that will become exercisable within 60 days thereafter are deemed outstanding for purposes of that person’s percentage ownership but not deemed outstanding for purposes of computing the percentage ownership of any other person. The percent of class is based on 46,783,369 shares of common stock issued and outstanding as of June 30, 2021. Unless otherwise indicated, the mailing address of each officer and director is c/o Rayont Inc., 228 Hamilton Avenue, 3rd Floor, Palo Alto, California 94301

 

Officers and Directors  

Shares of

Common

stock

    Percentage  
             
Marshini Thulkanam     100,000       0.214 %
Aleem Sheikh     150,000       0.321 %
Dhurata Toli     200,000       0.428 %
Reyad Fezzani     150,000       0.321 %
Leilani Latimer     -       -  
                 
All Officers and Directors as a Group (5)     600,000       1.284 %
                 
More than 5% Beneficial Owners:                
                 
Rural Asset Management Services, Inc. (1)     5,132,000       10.970 %
                 
NHE Pty Ltd (2)     3,000,000       6.413 %
                 
Taleo Holdings (L) LTD (3)     22,285,079       47.635 %

 

  (1) The principal owner of Rural Asset Management Services, Inc is Si Jing Yi and its address is Kensington Gardens, No. U1317 Lot 7616, Jalan Jumider, Federal Territory, Malaysia.
  (2) The principal owner of NHE Pty Ltd is Boualem Boashash and its address is 40 Rawnsley Street, Dutton Park QLD 4102 Australia.
  (3) The principal owner of Taleo Holdings (L) LTD is Ali Kasa and its address is 366 Nursery Road, Holland Park, 4121 QLD, Australia.

 

Legal Proceedings

 

The Company is not aware of any legal proceedings in which any director, officer, or any owner of record or beneficial owner of more than 5% of any class of voting securities of the Company, or any affiliate of any such director, officer, affiliate of the Company, or security holder, or any person who will become a director upon completion of the transactions contemplated by the Agreement is a party, or any information that any such person is adverse to the Company or has a material interest adverse to the Company.

 

CORPORATE GOVERNANCE

 

The Board of Directors

 

As set forth in our Articles of Incorporation and Bylaws, all directors of the Company hold office until the next annual meeting of stockholders or until their successors have been duly elected and qualified. Other than as disclosed in this Information Statement, to the knowledge of the Company, are no agreements with respect to the election of directors. The Company’s executive officers serve at the discretion of the Board.

 

Code of Ethics

 

We have not adopted a written Code of Ethics at this time that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Board of Directors are reviewing the necessity of adopting such a document given we are still in the start-up exploration stage and have limited employees, officers and directors.

 

Nominating Committee

 

We do not have a Nominating Committee. Since our formation we have relied upon the personal relationships of our President to attract individuals to our Board of Directors.

 

  16  

 

 

We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.

 

Compensation Committee

 

We do not have a Compensation Committee. Our entire Board of Directors review and recommend the salaries, and benefits of all employees, consultants, directors and other individuals compensated by us.

 

Audit Committee

 

We do not have a standing Audit Committee. The functions of the Audit Committee are currently assumed by our Board of Directors.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

The related parties of the Company with whom transactions are reported in the consolidated financial statements are as follows:

 

Name   Relationship
Anvia Holdings Corporation (“Anvia”)   Anvia was a shareholder of the Company
Rural Asset Management Services, Inc. (“Rural”)   One of major shareholder of Rayont Inc
Natural Health & Education Pty Ltd (“NHE”)   Entity under the same beneficial owner, Rural’s Asset Shareholder
THF International HK Ltd. (“THF HK”)   Entity under the same beneficial owner, Rural’s Asset Shareholder
Edunation Pty Ltd   Entity under the same beneficial owner/ common directors
Exit Solutions Pty Ltd   Entity under the same beneficial owner/ common directors
Zenio Management Pty Ltd   Entity under the same beneficial owner/ common directors
Blue Pacific Academy   Entity under the same beneficial owner/ common directors
World Green Capital Ltd   Entity under the same beneficial owner/ common directors
Taleo Holdings (L) Ltd   Entity under the same beneficial owner/ common directors
Egnitus International (L)   Entity under the same beneficial owner/ common directors
Anvia (Australia) Pty Ltd   Entity under the same beneficial owner/ common directors
Shareholders of Prema Life Pty Ltd and GGLG   Entities under the same beneficial owner/ common directors

TheAlikasa (Australia) Pty Ltd

 

Common director / shareholder of the Company

 

Amount due from related parties

 

    June 30, 2021     September 30, 2020  
Anvia (Australia) Pty Ltd   $ -     $ 173,679  
Anvia Holdings Corporation     -     $ 93,000  
Rural Asset Management Services     11,881     $ 91,823  
Zenio Management Pty Ltd     -       13,569  
Due from Blue Pacific Academy     4,000       -  
Total   $ 15,881     $ 372,071  

 

The Company’s subsidiary Prema Life agreed to grant a loan to Anvia (Australia) Pty Ltd for the amount of $173,679. The loan bears no interest rate and receivable on demands. Due to the short maturity of the loan, the Company had a current loans receivable of $173,679 as of September 30, 2020. The Company had received the repayment in full from Anvia (Australia) Pty Ltd on December 23, 2020.

 

On August 20, 2019, the Company agreed to grant a loan to Anvia for the amount of $93,000. The loan bears an interest rate at 8% and matures on August 18, 2020. Due to the short maturity of the loan, the Company had a current loans receivable of $93,000 as of September 30, 2020. The Company had received the repayment in full from Anvia on December 30, 2020.

 

As of June 30, 2021 and September 30, 2020, Rayont International (L) had loans receivable of $11,881 and $91,823 from Rural. On June 30, 2020, the Company agreed to grant a loan to the Rural for the amount of $91,823. The loan bears no interest rate and receivable on demands. Due to the short maturity of the loan, the Company had a current loans receivable of $91,823 as of September 30, 2020. The Company made a three-party agreement on December 31, 2020 between its subsidiary Rayont International (L), Rayont Inc and Rural in order to eliminate the loans from /to Rural and there is no need for money to move around. The remaining balance of $11,881 will be received on demands.

 

As of June 30, 2021 and September 30, 2020, Prema Life had loans receivable of $nil and $13,569, respectively from Zenio Management Pty Ltd. The loans receivable was non-interest bearing and due upon request. The loan is paid.

 

  17  

 

 

As of June 30, 2021 and September 30, 2020, Rayont International had loans receivable of $4,000 and $nil from Blue Pacific Academy. The loans receivable was non-interest bearing and due upon request.

 

Amounts due to related parties

 

As of June 30, 2021 and September 30, 2020, the Company had amount due to related parties as follows:

 

    June 30, 2021     September 30, 2020  
Edunation Pty Ltd   $ -     $ -  
Exit Solutions Pty Ltd     -       23,424  
Zenio Management Pty Ltd     -       108,905  
Egnitus International (L)     -       1,800  
NHE     -       1,846,990  
THF HK     -       200,000  
Rural Asset Management Services     -       79,942  

Anvia (Australia) Pty Ltd

    -       18,371  

TheAlikasa (Australia) Pty Ltd

    -       1,011,873  
Accounting Business Solutions Pty Ltd     1,133       -  
Director’s loan     386,105       16,687  
Total   $ 387,238     $ 3,307,990  

 

On December 23, 2020, the company acquired Prema Life and GGLG from TheAlikasa (Australia) Pty Ltd and since it’s a common control situation effect of acquisition was given from September 30, 2019 financial statement. Due to that related party is more of $1,011,873 during September 30, 2020, when compared with June 30, 2021 as the acquisition price is paid during the December 2020 – June 30, 2021.

 

NHE and THF HK transfer the loan amount of $1,800,000 and $200,000 respectively to Taleo Holdings (L) Ltd, the only shareholder of Rayont International (L) Ltd. On December 28, 2020, Taleo Holdings (L) Ltd forgave the $2,000,000, owed to it by the Rayont International (L) Ltd and transfer the shares to Rayont Inc. The amount is recorded as additional paid-in capital.

 

On December 31, 2021, the former director of the Rayont International (L) Ltd, forgave the $16,364, owed to him by the Company and the resulting gain is recorded as additional paid-in capital. The difference of $323 was paid back to the director.

During 2021 the director has given a loan amount of $386,105. This loan has 3% interest per annum.

 

Amounts due to related parties were non-interest bearing for most of them and payable on demand. The amounts were used to support its operation, to acquire the exclusive license for registering and commercializing PhotosoftTM technology, to buy two businesses considered as related party transactions and to buy the property of the Company’s subsidiary. The related party loan as of September 30, 2020 are paid but the related party loans as of June 30, 2021 are payable on demand.

 

Director Independence

 

Our board of directors has determined that we have two board members that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

 

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Our Common Stock is traded on the OTC Pink Limited under the symbol “RAYT”. The OTC Bulletin Board electronic trading platform does not maintain any standards regarding the “independence” of the directors for our Board and we do not believe we are subject to the requirements of any national securities exchange or an inter-dealer quotation system with respect to the need to have any and/or a majority of our directors be independent.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Total Asia Associates Plt was our independent auditor for the fiscal years ended September, 2019. JP Centurion & Partners Plt is our current independent auditor for the fiscal year ended on June 30, 2021 and September 30, 2020.

 

The following table shows the fees paid or accrued by us for the audit and other services provided by, Total Asia Associates Plt and JP Centurion & Partners Plt, our auditors for the 9 months ended June 30, 2021 and June 30, 2020, respectively.

 

    2021     2020  
             
Audit Fees (i)   $

46,850

    $ 6,350  
Audit-Related Fees (ii)     -       -  
Tax Fees (iii)     -       -  
All Other Fees (iv)     -       -  
Total   $ 46,850     $ 6,350  

 

As defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

The following documents are exhibits to this report.

 

Number   Description
     
31.1   Certification of our President and Chief Executive Officer, under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of our Chief Financial Officer, under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of our President, Chief Executive Officer and Chief Financial Officer, under Section 906 of the Sarbanes-Oxley Act of 2002.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  RAYONT INC.
     
Date: October 15, 2021 By: /s/ Aleem Sheikh
    Aleem Sheikh
    President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.

 

Signature   Title   Date
         
/s/ Aleem Sheikh   Principal Executive Officer & Director    
Aleem Sheikh       October 15, 2021
         
/s/ Marshini Thulkanam,   Principal Accounting Officer & Director    
Marshini Thulkanam       October 15, 2021

 

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EXHIBIT INDEX

 

Number   Description
     
10.1   On January 22, 2019, the Company entered into and closed an Acquisition Agreement with THF Holdings Pty Ltd., an Australian corporation (“THF”)
10.2   On September 30, 2020, pursuant to an Acquisition Agreement, Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of Rayont International (L) Limited, a Malaysian company.
10.3   Assets Purchase Agreement with Workstar Tech (Aust) Pty Ltd
10.4   On December 23, 2020, pursuant to an Acquisition Agreement, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of Prema Life Pty Ltd, an Australian company (“Prema Life”)
10.5   On December 23, 2020, pursuant to an Acquisition Agreement, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of GGLG Properties Pty LTD, an Australian company (“GGLG”)
10.6   On March 12, 2021, in the best interests of the Company, the Board appointed Reyad Fezzani to be a Chairman of the Board of Directors of the Company.
31.1   Certification of our President and Chief Executive Officer, under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of our Chief Financial Officer, under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of our President, Chief Executive Officer and Chief Financial Officer, under Section 906 of the Sarbanes-Oxley Act of 2002.

 

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