Item 1. Financial Statement
Our unaudited interim financial statements for the nine months
periods ended September 30, 2017 form part of this quarterly report. They are
stated in United States Dollars (US$) and are prepared in accordance with United
States generally accepted accounting principles. These interim unaudited
financial statements should be read in conjunction with the companys audited
financial statements and the Form 10-K for the year ended December 31, 2016.
TRANSAKT LTD. AND SUBSIDIARIES
|
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
SEPTEMBER 30, 2017
|
CONTENTS
TRANSAKT LTD.
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
Cash and
cash equivalents
|
$
|
191,980
|
|
$
|
638,601
|
|
Deposits paid
|
|
300,000
|
|
|
-
|
|
Prepayments
|
|
-
|
|
|
10,000
|
|
Total Assets
|
$
|
491,980
|
|
$
|
648,601
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
Accrued expenses
|
$
|
18,632
|
|
$
|
63,504
|
|
Convertible Promissory Note
|
|
-
|
|
|
1,000,000
|
|
Total Current Liabilities
|
$
|
18,632
|
|
$
|
1,063,504
|
|
|
|
|
|
|
|
|
Total liabilities
|
$
|
18,632
|
|
$
|
1,063,504
|
|
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
|
Common stock, 700,000,000
shares authorized for
issuance,
$0.001 par
value, 133,506,570 and 28,439,904
shares
issued and
outstanding at September 30, 2017
and
December 31, 2016,
respectively
|
|
133,506
|
|
|
28,440
|
|
Additional paid-in
capital
|
|
24,265,011
|
|
|
23,319,411
|
|
Accumulated deficit
|
|
(22,289,130
|
)
|
|
(22,129,586
|
)
|
Other comprehensive
income
|
|
(436,039
|
)
|
|
(433,168
|
)
|
Stock
subscription receivable
|
|
(1,200,000
|
)
|
|
(1,200,000
|
)
|
Total Stockholders'
Equity
|
$
|
473,348
|
|
$
|
(414,903
|
)
|
|
|
|
|
|
|
|
Total Equity
|
$
|
473,348
|
|
$
|
(414,903
|
)
|
|
|
|
|
|
|
|
Total Liabilities and Equity
|
$
|
491,980
|
|
$
|
648,601
|
|
The accompanying notes are an integral part of the financial
statements
F-1
TRANSAKT LTD.
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
(UNAUDITED)
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, net
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Cost of sales
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Selling, general and
administrative expenses
|
|
(146,432
|
)
|
|
(191,872
|
)
|
|
(43,261
|
)
|
|
(49,883
|
)
|
Impairment loss on fixed assets
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Loss from operations
|
|
(146,432
|
)
|
|
(191,872
|
)
|
|
(43,261
|
)
|
|
(49,883
|
)
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income/ (expense)
|
|
(13,333
|
)
|
|
(17,333
|
)
|
|
-
|
|
|
(17,333
|
)
|
Currency exchange gain
(loss)
|
|
221
|
|
|
(3,994
|
)
|
|
(12
|
)
|
|
(4,033
|
)
|
Other
income
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Total other income
(expenses)
|
|
(13,112
|
)
|
|
(21,327
|
)
|
|
(12
|
)
|
|
(21,366
|
)
|
(Loss)/ Profit before income
taxes
|
|
(159,544
|
)
|
|
(213,199
|
)
|
|
(43,273
|
)
|
|
(71,249
|
)
|
Provision for income taxes expense (benefit)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Net (loss)/ profit
|
|
(159,544
|
)
|
|
(213,199
|
)
|
|
(43,273
|
)
|
|
(71,249
|
)
|
Net gain (loss) attributable to non-
controlling interest
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Net (loss)/ profit
attributable to TRANSAKT
|
$
|
(159,544
|
)
|
$
|
(213,199
|
)
|
$
|
(43,273
|
)
|
$
|
(71,249
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted income (loss) common
stockholders per share Net loss
|
$
|
(0.0014
|
)
|
$
|
(0.007
|
)
|
$
|
(0.0003
|
)
|
$
|
(0.002
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
110,799,855
|
|
|
30,672,387*
|
|
|
133,506,570
|
|
|
30,672,387*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(159,544
|
)
|
$
|
(213,199
|
)
|
$
|
(43,273
|
)
|
$
|
(71,249
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
adjustment
|
|
(2,871
|
)
|
|
4,547
|
|
|
(2,582
|
)
|
|
4,866
|
|
Comprehensive income (loss)
|
|
(162,415
|
)
|
|
(208,652
|
)
|
|
(45,855
|
)
|
|
(66,383
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to
the non-controlling interest
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Comprehensive income (loss)
attributable to TRANSAKT LTD.
|
$
|
(162,415
|
)
|
$
|
(208,652
|
)
|
$
|
(45,855
|
)
|
$
|
(66,383
|
)
|
*The issued common stock and additional paid-in capital were
retroactively restated to reflect the 20 to 1 reversed stock split effective on
June 23, 2016.
F-2
TRANSAKT LTD.
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
(UNAUDITED)
|
`
|
|
Nine Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30, 2017
|
|
|
September 30, 2016
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
Net loss available to common
stockholders
|
$
|
(159,544
|
)
|
$
|
(213,199
|
)
|
|
|
|
|
|
|
|
Adjustments to reconcile
net loss to net cash used in operating activities
|
|
|
|
|
|
|
Interest expense
|
|
13,333
|
|
|
-
|
|
Changes in assets and
liabilities:
|
|
|
|
|
|
|
Decrease (Increase) in prepayments
|
|
10,000
|
|
|
11,431
|
|
Decrease (Increase) in deposits
|
|
(300,000
|
)
|
|
-
|
|
Increase
(Decrease) in accounts payable and accrued expenses
|
|
(7,539
|
)
|
|
12,318
|
|
Net cash used in
operating activities
|
|
(443,750
|
)
|
|
(189,450
|
)
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
Net cash used in
investing activities
|
|
-
|
|
|
-
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
Proceeds from issuance of
Convertible Promissory Note
|
|
-
|
|
|
1,000,000
|
|
Due to related party
|
|
-
|
|
|
(191,000
|
)
|
Net cash provided by
financing activities
|
|
-
|
|
|
809,000
|
|
Effect of exchange rate changes on cash and
cash equivalents
|
|
(2,871
|
)
|
|
4,547
|
|
Net increase (decrease) in cash and cash
equivalents
|
|
(446,621
|
)
|
|
624,097
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
Beginning
|
|
638,601
|
|
|
103,250
|
|
Ending
|
$
|
191,980
|
|
$
|
727,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non cash financing activities
|
|
|
|
|
|
|
Issuance of common stock to
settle convertible promissory note and its relevant accrued interest
|
|
1,050,666
|
|
|
-
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flows
|
|
|
|
|
|
|
Cash paid during the year
for:
|
|
|
|
|
|
|
Income tax
|
|
-
|
|
|
-
|
|
Interest
expense
|
$
|
-
|
|
$
|
17,333
|
|
The accompanying notes are an integral part of the financial
statements
F-3
TRANSAKT LTD.
|
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
|
SEPTEMBER 30, 2017
|
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles in the United States (GAAP) for interim financial reporting and in
accordance with instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the unaudited condensed consolidated financial
statements contained in this report reflect all adjustments that are normal and
recurring in nature and considered necessary for a fair presentation of the
financial position and the results of operations for the interim periods
presented. The year-end condensed balance sheet data was derived from audited
financial statements, but does not include all disclosures required by GAAP. The
results of operations for the interim period are not necessarily indicative of
the results expected for the full year. These unaudited, condensed consolidated
financial statements, footnote disclosures and other information should be read
in conjunction with the financial statements and the notes thereto included in
the Companys Annual Report on Form 10-K for the year ended December 31,
2016.
Organization
TransAKT Ltd. (the Company) was incorporated under the laws
of the Province of Alberta on June 3, 1997. The Company completed the
acquisition of Green Point Resources Inc. on October 18, 2000 whereby it became
a publicly traded company listed on the Canadian Venture Exchange. In 2004 the
Company voluntarily delisted from the TSX Venture Exchange and retained a
listing on the Over the Counter Bulletin Board in the United States.
In October 2004 the Company purchased certain assets of IP
Mental Inc., a Taiwan based Voice over Internet Protocol (VoIP) company. The
company name was changed from TransAKT Corp. to TransAKT Ltd. on September 29,
2006. The Company designs and develops Voice over Internet Protocol (VoIP)
solutions and mobile payment terminals for the consumer electronics industry.
On November 15, 2006 TransAKT Ltd and the shareholders of
Taiwan Harlee International Co. Ltd. (HTT), entered into a Share Exchange
Agreement in which TransAKT Ltd. acquired 100% of Taiwan Harlee International
Co. Ltd.s outstanding common stock. HTT was incorporated under the laws of
Republic of China in 1985. HTT is engaged in designing, manufacturing and
distribution of Taiwan telecommunications equipment. The acquisition has been
accounted for as a reverse acquisition under the purchase method of accounting.
Accordingly, the merger of the two companies has been recorded as a
recapitalization of HTT, with HTT being treated as the continuing entity.
On August 12, 2010, the Company filed the Registration
Statement (Form S-4) in connection with the continuation of the Company from
Alberta to Nevada. Based upon the number of common shares of TransAKT Ltd., a
Nevada corporation (TransAKT Nevada), to be issued to the shareholders of
TransAKT Ltd., an Alberta corporation (TransAKT Alberta), on a one-for-one
basis upon completion of the Continuation and based on 102,645,120 shares of
common stock of TransAKT Ltd., an Alberta corporation, issued and outstanding as
of August 12, 2010.
On July 26, 2012, the Company acquired 100% equity of Vegfab
Agricultural Technology Co. Ltd. (the Vegfab), a company incorporated under
the laws of the Republic of China (ROC, Taiwan). Vegfab is mainly engaged in
selling agricultural equipment used to grow vegetables using simulated sunlight
from LED lamps in hydroponic systems.
F-4
On January 4, 2013, the Company entered into a Share Purchase
and Sale Agreement with a shareholder pursuant to which the Company sold to him
100% of all issued and outstanding securities of its wholly owned subsidiary
Taiwan Harlee International Corporation (HTT). In consideration of the sale of
HTT, the shareholder has transferred to the Company 45,000,000 previously issued
common voting shares of TransAKT with a deemed value of $0.04 per share or $1.8
million in the aggregate.
On October 30, 2013, Million Talented Ltd., a third party,
contributed $516 (equals to HKD 4,000) to obtain 40% ownership of TransAKT Bio
Agritech Ltd., formerly named as TransAKT (H.K) Ltd., (TransAKT H.K.).
TransAKT H.K. was incorporated in Hong Kong on November 20, 2007. It had no
operation until 2013. TransAKT H.K.'s primary business is conducting research
and development on new agricultural technology relating to the Companys
business. On May 6, 2015, the company acquired the remaining 40% of the TransAKT
Bio Agritech Ltd. From Million Talent Ltd. As such, the Company wholly owned its
subsidiary of TransAKT Bio Agritech Ltd. And it becomes our primary business
unit.
On June 30, 2015, our wholly owned subsidiary, TransAKT Taiwan
Ltd., entered into a Share Transfer Agreement among Vegfab Agricultural
Technology Co. Ltd. and a third party pursuant to which the third party acquired
100% of Vegfab Agricultural Technology Co. Ltd. in consideration of $100,000.
Vegfab Agricultural Technology Co. Ltd. was the sole material asset of TransAKT
Taiwan Ltd. and its parent company (and subsidiary of the Company), TransAKT
Holdings Ltd., a Turks and Caicos company. Subsequent to the sale of Vegfab
Agricultural Technology Co. Ltd., pursuant to a Share Purchase Agreement dated
June 30, 2015 with the Companys former President, Chief Executive Officer and
Director, the Company sold TransAKT Holdings Ltd. (and its subsidiary, TransAKT
Taiwan Ltd.) to the former (non-affiliated) officer and director in
consideration of $100,000. All intercompany debts between TransAKT Holdings Ltd.
and the formerly affiliated companies were cancelled as a result of the
transaction.
A 20 to 1 reversed stock split was approved by the Board of
Directors on November 9, 2015, by majority of shareholders on April 1, 2016, by
FINRA on June 20, 2016 and effective on June 23, 2016. The issued and
outstanding common stock was consolidated from 613,447,306 to 30,672,387 with
fractional share round up to 1 share.
Principles of Consolidation
The consolidated financial statements include the accounts of
TransAKT (BVI) Ltd. and its wholly owned subsidiary TransAKT Bio Agritech Ltd.,
collectively referred to within as the Company. All material intercompany
accounts, transactions, and profits have been eliminated in consolidation.
Going Concern
The Company has incurred a net loss attributable to common
stockholders of $159,544 and $213,199 during the nine months ended September 30,
2017 and 2016, respectively, and had an accumulated deficit of $22,289,130 and
$22,129,586 as of September 30, 2017 and December 31, 2016, respectively.
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. This basis
of accounting contemplates the recovery of the Companys assets and the
satisfaction of liabilities in the normal course of business. This presentation
presumes funds will be available to finance ongoing research and development,
operations and capital expenditures and permit the realization of assets and the
payment of liabilities in the normal course of operations for the foreseeable
future.
The ability of the Company to continue research and development
projects and realize the capitalized value of proprietary technologies and
related assets is dependent upon future commercial success of the technologies
and raising sufficient funds to continue research and development as well as to
effectively market its products. Through September 30, 2017, the Company has not realized commercial
success of the technologies, nor has it raised sufficient funds to continue
research and development or to market its products.
F-5
There was no assurances that there will be adequate financing
available to the Company and the consolidated financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.
The Company has taken certain restructuring steps to provide
the necessary capital to continue its operations. These steps included: (1)
Tightly budgeting and controlling all expenses; (2) Expanding the companys
operations into China, expanding product lines and recruiting a strong sales
team to significantly increase sales revenue and profit in 2017; (3) Cooperate
with local partners in Guangdong province, China to research and develop new
products. (4)The Company plans to continue actively seeking additional funding
opportunities to improve and expand upon their product lines.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles in the United States (GAAP) requires
management to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Revenue Recognition
Revenues are recognized when finished products are shipped to
customers and both title and the risks and rewards of ownership are transferred
and collectability is reasonably assured. The Companys revenues are recorded
upon confirmed acceptance after inspection by the customers of the Company.
Exchange Gain (Loss):
During the nine months ended September 30, 2017 and 2016, the
transactions of TransAKT Bio Agritech Ltd. were denominated in foreign currency
and were recorded in Hong Kong Dollar (HKD) at the rates of exchange in effect
when the transactions occur. Exchange gains and losses are recognized for the
different foreign exchange rates applied when the foreign currency assets and
liabilities are settled.
Translation Adjustment
The Company financial statements are presented in the U.S.
dollar ($), which is the Companys reporting currency, while its functional
currency is Hong Kong Dollar (HKD). Transactions in foreign currencies are
initially recorded at the functional currency rate ruling at the date of
transaction. Any differences between the initially recorded amount and the
settlement amount are recorded as a gain or loss on foreign currency transaction
in the consolidated statements of income. Monetary assets and liabilities
denominated in foreign currency are translated at the functional currency rate
of exchange ruling at the balance sheet date. Any differences are taken to
profit or loss as a gain or loss on foreign currency translation in the
statements of income.
In accordance with ASC 830, Foreign Currency Matters, the
Company translates the assets and liabilities into U.S. dollar ($) using the
rate of exchange prevailing at the balance sheet date and the statements of
operations and cash flows are translated at an average rate during the reporting
period. Adjustments resulting from the translation from HKD into U.S. dollar are
recorded in stockholders equity as part of accumulated other comprehensive
income.
F-6
Comprehensive Income
Comprehensive income includes accumulated foreign currency
translation gains and losses. The Company has reported the components of
comprehensive income on its statements of stockholders equity.
Advertising
Advertising expenses consist primarily of costs of promotion
for corporate image and product marketing and costs of direct advertising. The
Company expenses all advertising costs as incurred.
Income Taxes
The Company accounts for income taxes in accordance with ASC
740, Income Taxes, which requires that the Company recognize deferred tax
liabilities and assets based on the differences between the financial statement
carrying amounts and the tax basis of assets and liabilities, using enacted tax
rates in effect in the years the differences are expected to reverse. Deferred
income tax benefit (expense) results from the change in net deferred tax assets
or deferred tax liabilities. A valuation allowance is recorded when, in the
opinion of management, it is more likely than not that some or all of any
deferred tax assets will not be realized.
Statement of Cash Flows
In accordance with generally accepted accounting principles
(GAAP), cash flows from the Companys operations are based upon the local
currencies. As a result, amounts related to assets and liabilities reported on
the statement of cash flows will not necessarily agree with changes in the
corresponding balances on the balance sheet.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk are accounts receivable and other receivables
arising from its normal business activities. The Company has a diversified
customer base. The Company controls credit risk related to accounts receivable
through credit approvals, credit limits and monitoring procedures. The Company
routinely assesses the financial strength of its customers and, based upon
factors surrounding the credit risk, establishes an allowance, if required, for
uncollectible accounts and, as a consequence, believes that its accounts
receivable credit risk exposure beyond such allowance is limited.
Cash and Cash Equivalents
Cash and cash equivalents include cash in hand and cash in time
deposits, certificates of deposit, and all highly liquid debt instruments with
original maturities of three months or less.
Fair Value of Financial Instruments
In the first quarter of fiscal year 2008, the Company adopted
Accounting Standards Codification subtopic 820-10, Fair Value Measurements and
Disclosures (ASC 820-10). ASC 820-10 defines fair value, establishes a
framework for measuring fair value, and enhances fair value measurement
disclosure. ASC 820-10 delays, until the first quarter of fiscal year 2009, the
effective date for ASC 820-10 for all non-financial assets and non-financial
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). The adoption of
ASC 820-10 did not have a material impact on the Companys financial position or
operations.
Effective October 1, 2008, the Company adopted Accounting
Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures
(ASC 820-10) and Accounting Standards Codification subtopic 825-10, Financial
Instruments (ASC 825-10), which permits entities to choose to measure many
financial instruments and certain other items at fair value. Neither of these
statements had an impact on the Companys unaudited condensed consolidated
financial position, results of operations, or cash flows. The carrying value of
cash and cash equivalents, accounts payable and short-term borrowings, as
reflected in the balance sheets, approximate fair value because of the
short-term maturity of these instruments.
F-7
Stock-based Compensation
The Company records stock-based compensation expense pursuant
to ASC 718-10, "
Share Based Payment Arrangement
, which requires
companies to measure compensation cost for stock-based employee compensation
plans at fair value at the grant date and recognize the expense over the
employee's requisite service period. The Companys expected volatility
assumption is based on the historical volatility of Companys stock or the
expected volatility of similar entities. The expected life assumption is
primarily based on historical exercise patterns and employee post-vesting
termination behavior. The risk-free interest rate for the expected term of the
option is based on the U.S. Treasury yield curve in effect at the time of
grant.
Stock-based compensation expense is recognized based on awards
expected to vest, and there were no estimated forfeitures as the Company has a
short history of issuing options. ASC 718-10 requires forfeitures to be
estimated at the time of grant and revised in subsequent periods, if necessary,
if actual forfeitures differ from those estimates.
Net Loss Per Share
The Company has adopted Accounting Standards Codification
subtopic 260-10, Earnings Per Share (ASC 260-10) which specifies the
computation, presentation and disclosure requirements of earnings per share
information. Basic earnings per share have been calculated based upon the
weighted average number of common shares outstanding. Common equivalent shares
are excluded from the computation of the diluted loss per share if their effect
would be anti-dilutive.
Intangible Assets
Intangible assets include a patent. With the adoption of FASB
ASC Topic 350, Intangibles (formerly SFAS No. 142), intangible assets with a
definite life are amortized on a straight-line basis. The patent is being
amortized over its estimated life of 10 years. Intangible assets with a definite
life are tested for impairment whenever events or circumstances indicate that a
carrying amount of an asset (asset group) may not be recoverable. An impairment
loss would be recognized when the carrying amount of an asset exceeds the
estimated undiscounted cash flows used in determining the fair value of the
asset. The amount of the impairment loss to be recorded is calculated by the
excess of the assets carrying value over its fair value. Fair value is
generally determined using a discounted cash flow analysis. Costs related to
internally develop intangible assets are expensed as incurred.
Recent Accounting Pronouncements
FASB Clarifies the Definition of a Business. The FASB has
issued Accounting Standards Update No. 2017-01, Business Combinations (Topic
805): Clarifying the Definition of a Business, clarifying the definition of a
business. The amendments affect all companies and other reporting organizations
that must determine whether they have acquired or sold a business.
The definition of a business affects many areas of accounting
including acquisitions, disposals, goodwill, and consolidation. The amendments
are intended to help companies and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals) of assets or
businesses. The amendments provide a more robust framework to use in determining
when a set of assets and activities is a business. They also provide more
consistency in applying the guidance, reduce the costs of application, and make
the definition of a business more operable.
For public companies, the amendments are effective for annual
periods beginning after December 15, 2017, including interim periods within
those periods. For all other companies and organizations, the amendments are
effective for annual periods beginning after December 15, 2018, and interim
periods within annual periods beginning after December 15, 2019.
The FASB has issued Accounting Standards Update (ASU) No.
2017-07, Compensation - Retirement Benefits (Topic 715): Improving the
Presentation of Net Periodic Pension Cost and Net Periodic Postretirement
Benefit Cost.
F-8
The amendments apply to all employers, including not-for-profit
entities, that offer to their employees defined benefit pension plans, other
postretirement benefit plans, or other types of benefits accounted for under
Topic 715, Compensation - Retirement Benefits.
The amendments require that an employer report the service cost
component in the same line item or items as other compensation costs arising
from services rendered by the pertinent employees during the period. The other
components of net benefit cost are required to be presented in the income
statement separately from the service cost component and outside a subtotal of
income from operations, if one is presented. If a separate line item or items
are used to present the other components of net benefit cost, that line item or
items must be appropriately described. If a separate line item or items are not
used, the line item or items used in the income statement to present the other
components of net benefit cost must be disclosed.
The amendments also allow only the service cost component to be
eligible for capitalization when applicable (e.g., as a cost of internally
manufactured inventory or a self-constructed asset).
The amendments are effective for public business entities for
annual periods beginning after December 15, 2017, including interim periods
within those annual periods. For other entities, the amendments are effective
for annual periods beginning after December 15, 2018, and interim periods within
annual periods beginning after December 15, 2019. Early adoption is permitted as
of the beginning of an annual period for which financial statements (interim or
annual) have not been issued or made available for issuance.
The FASB has issued Accounting Standards Update (ASU) No.
2017-09, CompensationStock Compensation (Topic 718) Scope of Modification
Accounting. ASU 2017-09 applies to entities that change the terms or conditions
of a share-based payment award.
The FASB adopted ASU 2017-09 to provide clarity and reduce
diversity in practice as well as cost and complexity when applying the guidance
in Topic 718, CompensationStock Compensation, to the modification of the terms
and conditions of a share-based payment award.
Diversity in practice has arisen in part because some entities
apply modification accounting under Topic 718 for modifications to terms and
conditions that they consider substantive, but do not when they conclude that
particular modifications are not substantive. Others apply modification
accounting for any change to an award, except for changes that they consider
purely administrative in nature. Still others apply modification accounting when
a change to an award changes the fair value, the vesting, or the classification
of the award. In practice, it appears that the evaluation of a change in fair
value, vesting, or classification may be used to evaluate whether a change is
substantive.
Although the Master Glossary of the FASB Accounting Standards
Codification currently defines the term modification as a change in any of the
terms or conditions of a share-based payment award, Topic 718 does not contain
guidance on what changes are substantive or purely administrative.
The amendments in ASU 2017-09 include guidance on determining
which changes to the terms and conditions of share-based payment awards require
an entity to apply modification accounting under Topic 718.
These amendments require the entity to account for the effects
of a modification unless all of the following conditions are met:
The fair value (or calculated
value or intrinsic value, if such an alternative measurement method is used) of
the modified award is the same as the fair value (or value using an alternative
measurement method) of the original award immediately before the original award
is modified. If the modification does not affect any of the inputs to the
valuation technique that the entity uses to value the award, the entity is not
required to estimate the value immediately before and after the
modification;
F-9
The vesting conditions of the
modified award are the same as the vesting conditions of the original award
immediately before the original award is modified; and
The classification of the
modified award as an equity instrument or a liability instrument is the same as
the classification of the original award immediately before the original award
is modified.
The amendments are effective for all entities for annual
periods, and interim periods within those annual periods, beginning after
December 15, 2017.
Early adoption is permitted, including adoption in any interim
period for: (a) public business entities for reporting periods for which
financial statements have not yet been issued, and (b) all other entities for
reporting periods for which financial statements have not yet been made
available for issuance. The amendments should be applied prospectively to an
award modified on or after the adoption date.
F-10
NOTE 2 - RELATED PARTY TRANSACTIONS
Related party sales
There were no transactions between the Company and any related
party for the nine months ended September 30, 2017 and 2016, respectively.
Due to related parties
As of December 31, 2016, interest expense of $37,333 related to
a convertible promissory note was accrued under accrued expenses. The interest
expense was payable to Mr Ho Kang-Wing, the president, chief executive officer
and director of the Company.
As of September 30, 2017 there was no payable due to related
parties.
NOTE 3 SHARE-BASED COMPENSATION
On April 19, 2013, the Company granted to Mr. Christian
Nielsen, accounting manager stock options to purchase 1,000,000 of the Companys
common stock for services performed for the Company, at an exercise price of
$0.03 per share. The options have a five-year contractual term and are vested at
the date of grant.
In accordance with the guidance provided in ASC Topic 718,
Stock Compensation, the compensation costs associated with these options are
recognized, based on the grant-date fair values of these options, over the
requisite service period, or vesting period. Accordingly, the Company recognized
a compensation expense of $56,643 for the period ended December 31, 2013.
The Company estimated the fair value of these options using the
Black-Scholes-Merton option pricing model based on the following
weighted-average assumptions:
|
Date of grant
|
|
19-Apr-13
|
|
|
Fair value of common stock on
date of grant (A)
|
$
|
0.06
|
|
|
Exercise price of the options
|
$
|
0.03
|
|
|
Expected life of the options
(years)
|
|
0.50
|
|
|
Dividend yield
|
|
0.00%
|
|
|
Expected volatility
|
|
223.57%
|
|
|
Risk-free interest rate
|
|
0.27%
|
|
|
Expected forfeiture per year
(%)
|
|
0.00%
|
|
|
Weighted-average fair value of the options
(per unit)
|
$
|
0.0566
|
|
(A)
|
The fair value of the Company's common stock was obtained
from the closing price on the OTC Bulletin Board as of the dates of
grant.
|
Fair value hierarchy of the above assumptions can be
categorized as follows:
(1)
|
Level 1 inputs include:
|
|
|
|
Fair value of common stock on date of grant- Obtained
from the closing price of the Companys common stock quoted on the OTC
Bulletin Board as of the date of grant.
|
|
|
(2)
|
Level 2 inputs include:
|
|
|
|
Expected volatility- Based on historical volatility of
the closing price of the Companys common stock quoted on the OTC Bulletin
Board.
|
F-11
Risk-free rate- The risk-free rate of return reflects the
interest rate for United States Treasury Note with similar time-to-maturity to
that of the options.
(3)
|
Level 3 inputs include:
|
|
|
|
Expected lives- The expected lives of options granted
were derived from the output of the option valuation model and represented
the period of time that options granted are expected to be
outstanding.
|
|
|
|
Expected forfeitures per year- The expected forfeitures
are estimated at the dates of grant and will be revised in subsequent
periods pursuant to actual forfeitures, if significantly different from
the previous estimates.
|
The estimates of fair value from the model are theoretical
values of stock options and changes in the assumptions used in the model could
result in materially different fair value estimates. The actual value of the
stock options will depend on the market value of the Companys common stock when
the stock options are exercised.
On June 23, 2016, the company consolidated its issued and
outstanding common shares from 613,447,306 shares to 30,672,387 shares on the
basis of 1 new common share for 20 old common shares (the Reverse Stock
Split).As a result, the grant option has been adjusted to 50,000 shares.
Options issued and outstanding as of September 30, 2017 and
their activities during the nine months then ended are as follows:
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
|
Number of
|
|
|
Weighted-Average
|
|
|
Contractual Life
|
|
|
|
Underlying
|
|
|
Exercise Price
Per
|
|
|
Remaining in
|
|
|
|
Shares
|
|
|
Share
|
|
|
Years
|
|
Outstanding as of January 1,
2017
|
|
-
|
|
$
|
-
|
|
|
|
|
Granted Before reverse split
|
|
1,000,000
|
|
|
0.03
|
|
|
|
|
Granted After
reverse split
|
|
50,000
|
|
|
0.6
|
|
|
|
|
Expired
|
|
-
|
|
|
-
|
|
|
|
|
Forfeited
|
|
-
|
|
|
-
|
|
|
|
|
Outstanding as of September 30, 2017
|
|
50,000
|
|
|
0.6
|
|
|
0.5
|
|
Exercisable as of September
30, 2017
|
|
50,000
|
|
|
0.6
|
|
|
0.5
|
|
Vested and expected to vest
|
|
50,000
|
|
|
0.6
|
|
|
0.5
|
|
As of September 30, 2017, the aggregate intrinsic value of
options outstanding was $0.
NOTE 4 DEPOSIT PAID
The Company paid $300,000 to a third party in the first quarter
in deposit for an investment project, which is still under preliminary stage of
negotiation.
NOTE 5 SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred
after September 30, 2017 up through the date the Company issued these financial
statements, and found no material subsequent events are required to be
disclosed.
******
F-12
Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
may, should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.
In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars and all references to
common shares refer to the common shares in our capital stock.
As used in this current report and unless otherwise indicated,
the terms "we", "us" and "our" mean TransAKT Ltd., a Nevada corporation, and our
wholly owned subsidiary, TransAKT Bio Agritech Ltd. in Hong Kong (S.A.R).
General Overview
TransAKT Ltd. was incorporated in the Province of British
Columbia on December 10, 1996 as Green Point Resources Inc. On October 18, 2000,
we changed our name to Wildcard Wireless Solutions Inc. On June 30, 2001, we
filed Articles of Continuance in the Province of Alberta and became an Alberta
corporation. On that same day, we conducted an amalgamation with Wildcard
Communications Canada Inc., an Alberta corporation, our wholly-owned subsidiary,
wherein Wildcard Communications Canada was merged into Wildcard Wireless
Solutions Inc. On June 20, 2003, we changed our name to TransAKT Corp. We
changed our name from TransAKT Corp. to TransAKT Ltd. on July 12, 2006.
Effective December 2, 2010, following approval by our shareholders on November
17, 2010, we re-domesticated our company from the Province of Alberta, Canada
and became a Nevada corporation.
We have operated principally as a research and development
company since our inception. Initial seed capital has been directed toward areas
of product research and development, patent filings and administration. We
initially focused on the research, design, development and manufacturing of
mobile payment terminals. However, the sale of these payment terminals reached
its end-of life due to changes in cellular phone regulations and limited
acceptance in the marketplace.
In October 2004, we purchased the existing business and certain
assets of IP Mental Inc., a Taiwan-based Voice over Internet Protocol (VoIP)
hardware and software provider. On November 15, 2006, we acquired Taiwan Harlee
International Co. Ltd. (HTT), a Taiwan-based leading designer, manufacturer
and distributor of telecommunications equipment, including specialized
VoIP-compatible phone systems. These acquisitions were intended to enable us to
remain competitive in the marketplace. Our business was the design, development
and manufacturing of telecommunications equipment, including VoIP compatible
telephone systems and multi-line cordless telephone systems.
3
On November 15, 2006, we acquired HTT, for the sum of
$5,000,000. The purchase price was paid by the delivery to the shareholders of
HTT of: (i) $200,000 in cash; (ii) $300,000 in a promissory note from us due in
cash six months after closing; (iii) 50,000,000 of our common voting shares,
with a deemed value of $0.09 per share; and (iv) 5,000,000 of our common voting
shares issued to Mr. James Wu as performance-based compensation. Other than the
acquisitions of IP Mental Inc. and HTT, we have generally only had capital
expenditures on computer equipment, tools and dies, patents, and trademarks.
We have mainly financed our operations through the use of debt
and the issuance of equity in private placements. In October 2006, we repaid a
loan we took against inventory produced to fund our first commercial run of our
payment terminals. We settled the loan for $90,000 using funds raised from the
private placement of our shares. In the short-term and until our sales are
sufficient to fund operations, we will continue to finance our operations
through debt or equity financing.
On August 12, 2010, we filed a Form S-4 Registration Statement
in connection with the continuation of our company from Alberta to Nevada. We
registered 102,645,120 shares of common stock of TransAKT Ltd. (Nevada) which
were issued to the shareholders of TransAKT Ltd. (Alberta) on a one-for-one
basis to the number of shares held by them.
Effective June 25, 2012, the Nevada Secretary of State accepted
for filing a certificate of amendment, wherein, we amended our articles of
incorporation to increase the authorized number of shares of our common stock
from 300,000,000 to 700,000,000 shares of common stock, par value of $0.001 per
share. Our preferred stock remains unchanged.
On May 3, 2012, we entered into an Asset Purchase and Sale
Agreement with Vegfab Agricultural Technology Co. Ltd. (Vegfab), a Taiwanese
corporation, pursuant to which we intended to acquire the material assets of
Vegfab. Vegfab is in the business of manufacturing innovative indoor
agricultural equipment used to grow a large variety of vegetables and fruit
using simulated sunlight from LED lamps in a proprietary hydroponic system.
Vegfabs product line includes systems for commercial production and a home
growing system which allows families to grow safe and clean fruit and vegetables
in their own homes. Prior to completion of the transaction we and Vegfab elected
instead to proceed by way of a share purchase and, effective July 16, 2012, we
acquired all outstanding securities of Vegfab. In consideration of the Vegfab
securities, we had paid $1,000,000 in cash and issued 150,000,000 shares of our
common stock to the shareholders of Vegfab which constituted approximately 37.2%
of our common stock at the time of closing. As a result of the transaction
Vegfab became our wholly owned subsidiary and primary business unit. Vegfab has
since become engaged in the operation of a plant factory in Taiwan for the
production of pesticide-free vegetables.
Previously, we entered into a performance compensation
agreement dated June 15, 2006 with James Wu, our president and chief executive
officer, pursuant to which our company was required to pay Mr. Wu share
compensation of 10% of the value of any venture acquisition that Mr. Wu secured
for our company. As a result, in July 2012, we issued to Mr. Wu 18,333,333
shares of our companys common stock with respect to the acquisition of Vegfab.
On January 4, 2013, we entered into a share purchase and sale
agreement with Mr. Pan Yen Chu pursuant to which we sold to Mr. Pan 100% of all
issued and outstanding securities in our wholly owned subsidiary HTT. In
consideration of the sale of HTT, Mr. Pan has transferred to our company
45,000,000 previously issued common voting shares of our company with a deemed
value of $0.04 per share or $1.8 million in the aggregate. The transfer of
common shares was completed on January 7, 2013. In connection with the sale HTT,
the 45,000,000 common shares of our company received as consideration will be
returned to treasury. The 45,000,000 shares constitute approximately 11.5% of
our companys currently issued and outstanding common stock.
On October 30, 2013, Million Talent Ltd., a third party,
contributed $516 (equals to HKD 4,000) to obtain 40% ownership of TransAKT Bio
Agritech Ltd., formerly named as TransAKT (H.K) Ltd., (TransAKT H.K.).
TransAKT H.K. was incorporated in Hong Kong on November 20, 2007. It had no
operation until 2013. TransAKT H.K.'s primary business is conducting research
and development on new agricultural technology relating to the Companys business. On May 6, 2015, the Company acquired the
remaining 40% of the equity interest from Million Talent Ltd. As such, the
Company wholly owned its subsidiary of TransAKT BIO Agritech Ltd.
4
On June 30, 2015, our wholly owned subsidiary, TransAKT Taiwan
Ltd., entered into a Share Transfer Agreement among Vegfab Agricultural
Technology Co. Ltd. and a third party pursuant to which the third party acquired
100% of of Vegfab Agricultural Technology Co. Ltd. in consideration of $100,000.
Vegfab Agricultural Technology Co. Ltd. was the sole material asset of TransAKT
Taiwan Ltd. and its parent company (and subsidiary of the Company), TransAKT
Holdings Ltd., a Turks and Caicos company. Subsequent to the sale of Vegfab
Agricultural Technology Co. Ltd., pursuant to a Share Purchase Agreement dated
June 30, 2015 with the Companys former President, Chief Executive Officer and
Director, the Company sold TransAKT Holdings Ltd. (and its subsidiary, TransAKT
Taiwan Ltd.) to the former (non-affiliated) officer and director in
consideration of $100,000. All intercompany debts between TransAKT Holdings Ltd.
and the formerly affiliated companies were cancelled as a result of the
transaction.
A 20 to 1 reverse stock split was approved by the Board of
Directors on November 9, 2015, and by a majority of shareholders on April 1,
2016, by FINRA on June 20, 2016 and effective on June 23, 2016. The issued and
outstanding common stock was consolidated from 613,447,306 to 30,672,387 with
fractional shares rounded up to 1 whole share.
Our Current Business
We began operations in 1997 and commercialized our first
product line of wireless point-of-sale (WPOS) terminals in April 2003. With
the use of cellular phones, these terminals allow merchants to accept payments
anywhere, anytime. However, our WPOS terminals were discontinued due to changes
in cellular phone regulations and limited acceptance in the marketplace. In
October 2004, through the acquisition of the business and certain assets of IP
Mental Inc., we entered the VoIP business. On November 15, 2006, we acquired
Taiwan Harlee International Co. Ltd. (HTT), a Taiwan-based leading designer,
manufacturer and distributor of telecommunications equipment, including
specialized VoIP-compatible phone systems. These acquisitions were intended to
enable us to remain competitive in the VoIP marketplace by engaging in the
design, development, manufacturing and sale of telecommunications equipment,
including VoIP compatible telephone systems and multiline cordless telephone
systems.
Effective July 16, 2012, we acquired all outstanding securities
of Vegfab Agricultural Technology Co. Ltd. (Vegfab), a Taiwanese corporation,
With the acquisition of Vegfab we entered the business of manufacturing
agricultural equipment used to grow a large variety of vegetables and fruit
using simulated sunlight from LED lamps in a proprietary hydroponic system.
Vegfabs product line includes systems for commercial production and a home
growing system which allows families to grow safe and clean fruit and vegetables
in their own homes. Vegfab has since become engaged in the operation of a plant
factory in Taiwan for the production of pesticide-free vegetables.
Concurrently with our acquisition of Vegfab, our management
began planning our exit from the VoIP telecommunications business owing to
diminishing growth opportunities for our Company in that industry. Subsequently,
on January 4, 2013, we entered into a share purchase and sale agreement with Mr.
Pan Yen Chu pursuant to which we sold to Mr. Pan 100% of all issued and
outstanding securities in our wholly owned subsidiary HTT in consideration for
the cancellation and return to treasury of 45,000,000 previously issued common
voting shares of our company with a deemed value of $0.04 per share or $1.8
million in the aggregate. The transfer of common shares was completed on January
7, 2013. The 45,000,000 shares constitute approximately 11.5% of our companys
currently issued and outstanding common stock.
As a result of our sale of HTT and Vegfab Agricultural
Technology Co. Ltd., TransAKT BIO Aritech Ltd. has become our primary business
unit.
5
Subsequent to our sale of Vegfab, we continue to be engaged in
the sale and distribution of indoor agricultural equipment, including lighting,
irrigation and hydroponic growing systems. We purchase inventory from third
party manufacturers and re-sell equipment to various indoor agricultural
operators located in Asia. Our primary markets are Taiwain, Hong Kong, Mainland
China, and Singapore.
We incurred a net loss attributable to common stockholders of
$159,544 and $213,199 during the nine months ended September 30, 2017 and 2016,
respectively, and had an accumulated deficit of $22,289,130 and $22,129,586 as
of September 30, 2017 and December 31, 2016, respectively. In addition, we
expect to incur an operating loss in the 2017 fiscal year.
About Our Products
We supply indoor agricultural equipment to commercial producers
of fruits and vegetables. Our products are focused on fully enclosed greenhouses
which rely on artificially controlled ambient conditions as temperature,
humidity, nutrition and lighting. Products include complete growing systems
consisting of proprietary simulated sunlight LED boards, growing racks in
various configurations for commercial and residential applications, environment
control and plant nutrition control components.
Cash Requirements
We used cash in operations of $443,750 for the nine months
ended September 30, 2017. We continue to be dependent on the proceeds of equity
and non-equity financing to fund our operations. No assurances can be given that
our actual cash requirements will fall within our budget, that anticipated
revenues will be realized when needed, that lines of credit will be available to
us if required, or that additional capital will be available to us. We
anticipate that over the next twelve months, beginning January 1, 2017, we will
need a minimum of $1,400,000 to sustain our operations and market our products
effectively, and execute our business plan.
Our plan of operations for fiscal 2017 includes the following
budgeted expenditures:
12 Month Capital Requirements
Forecast
|
USD
2
|
|
Beginning January 1, 2017
|
Capital required for expansion
plans
1
|
$1,000,000
|
Salaries
|
$115,000
|
Accounting and Legal Expenses
|
$75,000
|
Public company reporting costs
|
$17,500
|
Selling, general and administrative expense
|
$100,000
|
Contingency
|
$100,000
|
Total
|
$1,407,500
|
|
1.
|
Capital for plan to acquire a plant factory in China and
further R&D expenses.
|
|
2.
|
Based on 2016 average exchange rate of
$0.128625
|
As of November 15, 2017, we will require additional financing
of approximately $1,400,000 to execute our business strategy for fiscal 2017. If
we are unable to raise sufficient financing, we intend to scale back our
business in order to accommodate available financing or revenue streams derived
from our current operations.
6
Results of Operations for the three Months Ended
September 30, 2017 and 2016
Our operating results for the three months ended September 30,
2017 and 2016 are summarized as follows:
|
|
Three Months ended
|
|
|
Three Months ended
|
|
|
|
September 30, 2017
|
|
|
September 30, 2016
|
|
|
|
($)
|
|
|
($)
|
|
Operating revenues
|
|
-
|
|
|
-
|
|
Operating costs and expenses
|
|
43,261
|
|
|
49,883
|
|
Loss from operations
|
|
(43,261
|
)
|
|
(49,883
|
)
|
Other expenses
|
|
(12
|
)
|
|
(21,366
|
)
|
Provision for income taxes expense (benefit)
|
|
-
|
|
|
-
|
|
Net loss
|
|
(43,273
|
)
|
|
(71,249
|
)
|
Net loss attributable to non-controlling interest
|
|
-
|
|
|
-
|
|
Net loss attributable to TRANSAKT LTD.
|
|
(43,273
|
)
|
|
(71,249
|
)
|
|
|
|
|
|
|
|
Net loss per share (basic and
diluted)
|
|
(0.0003
|
)
|
|
(0.0023
|
)
|
Net Revenues and Cost of Sales
There were no revenues for the three months ended September 30,
2017 and 2016 respectively.
Operating Expenses
Operating expenses were $43,261 for the three months ended
September 30, 2017, compared to $49,883 for the three months ended September 30,
2016, representing a decrease of $6,622. The decrease in operating expenses was
primarily due to tightening our budget during the period.
Loss from Operations
Loss from operations was $43,261 for the three months ended
September 30, 2017, compared to $49,883 for the three months ended September 30,
2016, representing a decrease of $6,622 The decrease in operating loss was
primarily due to tightening our budget during the period.
Other Expenses
Other expenses were decreased by $21,354 to $12 for the three
months ended September 30, 2017 from $21,366 for the same period in 2016. The
decrease was mainly due to the interest expenses of $17,333 paid in respect of a
promissory note during the comparable period.
Net Income (Loss) attributable to TRANSAKT LTD.
As a result of the above factors, we have net loss attributable
to the Companys common stockholders of approximately $43,273 for the three
months ended September 30, 2017 compared to approximately $71,249 for the three
months ended September 30, 2016, representing a decrease of $27,976 or
approximately 39%.
Results of Operations for the Nine Months Ended September
30, 2017 and 2016
Our operating results for the nine months ended September 30,
2017 and 2016 are summarized as follows:
7
|
|
Nine Months ended
|
|
|
Nine Months ended
|
|
|
|
September 30, 2017
|
|
|
September 30, 2016
|
|
|
|
($)
|
|
|
($)
|
|
Operating revenues
|
|
-
|
|
|
-
|
|
Operating costs and expenses
|
|
146,432
|
|
|
191,872
|
|
Loss from operations
|
|
(146,432
|
)
|
|
(191,872
|
)
|
Other income (expense)
|
|
(13,112
|
)
|
|
(21,327
|
)
|
Provision for income taxes
expense (benefit)
|
|
-
|
|
|
-
|
|
Net (loss)/ gain
|
|
(159,544
|
)
|
|
(213,199
|
)
|
Net loss attributable to
non-controlling interest
|
|
-
|
|
|
-
|
|
Net (loss)/ gain attributable to
TRANSAKT LTD.
|
|
(159,544
|
)
|
|
(213,199
|
)
|
|
|
|
|
|
|
|
Net loss per share (basic and
diluted)
|
|
0.0014
|
|
|
0.007
|
|
Net Revenues and Cost of Sales
There were no revenues for the nine months ended September 30,
2017 and 2016 respectively.
Operating Expenses
Operating expenses were $146,432 for the nine months ended
September 30, 2017, compared to $191,872 for the nine months ended September 30,
2016, representing a decrease of $45,440. The decrease in operating expenses was
primarily due to tightening our budget during the period.
Loss from Operations
Loss from operations were $146,432 for the nine months ended
September 30, 2017, compared to $191,872 for the nine months ended September 30,
2016, representing a decrease of $45,440. The decrease in operating loss was due
to the budget reductions during the period.
Other Income or Expenses
Other expenses decreased by $8,215 to $13,112 for the nine
months ended September 30, 2017 from $21,327 for the same period in 2016. The
decrease was due to the exchange difference and by the decrease in accrued
interest expense in respect of a promissory note during the period.
Net Income (Loss) attributable to TRANSAKT LTD.
As a result of the above factors, we have net loss attributable
to the Companys common stockholders of $159,544 for the nine months ended
September 30, 2017 compared to loss of $213,199 for the nine months ended
September 30, 2016, representing a decrease of $53,655 or approximately 25%.
8
Liquidity and Capital Resources
Our financial position as of September 30, 2017 and December
31, 2016 and the changes for the periods then ended are as follows:
Working Capital
|
|
As of
|
|
|
As of
|
|
|
|
September 30,
2017
|
|
|
December 31, 2016
|
|
Current Assets
|
$
|
491,980
|
|
$
|
648,601
|
|
Current Liabilities
|
$
|
18,632
|
|
$
|
1,063,504
|
|
Working Capital
|
$
|
473,348
|
|
$
|
(414,903
|
)
|
Our working capital increased from $(414,903) at December 31,
2016 to $473,348 at September 30, 2017, primarily as a result of the conversion
of the convertible promissory note to common shares of our company by our CEO.
Cash Flows
|
|
Nine
months
|
|
|
Nine
months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2017
|
|
|
2016
|
|
Net cash used in operating
activities
|
$
|
(443,750
|
)
|
$
|
(189,450
|
)
|
Net cash used in investing
activities
|
$
|
-
|
|
$
|
-
|
|
Net cash provided by
financing activities
|
$
|
-
|
|
$
|
809,000
|
|
|
|
|
|
|
|
|
Net increase (decrease) in
Cash and Cash Equivalents during the period
|
$
|
(446,621
|
)
|
$
|
624,097
|
|
Cash and Cash Equivalents,
beginning of period
|
$
|
638,601
|
|
$
|
103,250
|
|
Cash and Cash Equivalents,
end of period
|
$
|
191,980
|
|
$
|
727,347
|
|
Operating Activities
Net cash flow used in operating activities during the nine
months ended September 30, 2017 was $443,750, representing an increase of
$254,300 compared to net cash flow used in operating activities of $189,450
during the nine months ended September 30, 2016. The increase in the cash used
in operating activities was primarily due to the deposit paid of $300,000 for a
potential investment.
Investing Activities
Net cash flow used in investing activities during the nine
months ended September 30, 2017 was $0, no change compared to net cash used in
investing activities during the nine months ended September 30, 2016.
Financing Activities
Net cash flow provided by financing activities during the nine
months ended September 30, 2017 was $0, compared to net cash provided by
financing activities of $809,000 during the nine months ended September 30,
2016.
Critical Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of
TransAKT BIO Agritech Ltd., collectively referred to within as our company. All
material intercompany accounts, transactions, and profits have been eliminated
in consolidation.
9
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles in the United States (GAAP) requires
management to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Revenue Recognition
Revenues are recognized when finished products are shipped to
customers and both title and the risks and rewards of ownership are transferred
and collectability is reasonably assured. The Companys revenues are recorded
upon confirmed acceptance after inspection by the customers of the Company.
Exchange Gain (Loss):
During the nine months ended September 30, 2017 and 2016, the
transactions of TransAKT Bio Agritech Ltd. were denominated in foreign currency
and were recorded in Hong Kong Dollar (HKD) at the rates of exchange in effect
when the transactions occur. Exchange gains and losses are recognized for the
different foreign exchange rates applied when the foreign currency assets and
liabilities are settled.
Translation Adjustment
The Company financial statements are presented in the U.S.
dollar ($), which is the Companys reporting currency, while its functional
currency is Hong Kong Dollar (HKD). Transactions in foreign currencies are
initially recorded at the functional currency rate ruling at the date of
transaction. Any differences between the initially recorded amount and the
settlement amount are recorded as a gain or loss on foreign currency transaction
in the consolidated statements of income. Monetary assets and liabilities
denominated in foreign currency are translated at the functional currency rate
of exchange ruling at the balance sheet date. Any differences are taken to
profit or loss as a gain or loss on foreign currency translation in the
statements of income.
In accordance with ASC 830, Foreign Currency Matters, the
Company translates the assets and liabilities into U.S. dollar ($) using the
rate of exchange prevailing at the balance sheet date and the statements of
operations and cash flows are translated at an average rate during the reporting
period. Adjustments resulting from the translation from HKD into U.S. dollar are
recorded in stockholders equity as part of accumulated other comprehensive
income.
Comprehensive Income
Comprehensive income includes accumulated foreign currency
translation gains and losses. The Company has reported the components of
comprehensive income on its statements of stockholders equity.
Advertising
Advertising expenses consist primarily of costs of promotion
for corporate image and product marketing and costs of direct advertising. The
Company expenses all advertising costs as incurred.
Income Taxes
The Company accounts for income taxes in accordance with ASC
740, Income Taxes, which requires that the Company recognize deferred tax
liabilities and assets based on the differences between the financial statement
carrying amounts and the tax basis of assets and liabilities, using enacted tax
rates in effect in the years the differences are expected to reverse. Deferred
income tax benefit (expense) results from the change in net deferred tax assets
or deferred tax liabilities. A valuation allowance is recorded when, in the
opinion of management, it is more likely than not that some or all of any
deferred tax assets will not be realized.
10
Statement of Cash Flows
In accordance with generally accepted accounting principles
(GAAP), cash flows from the Companys operations are based upon the local
currencies. As a result, amounts related to assets and liabilities reported on
the statement of cash flows will not necessarily agree with changes in the
corresponding balances on the balance sheet.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk are accounts receivable and other receivables
arising from its normal business activities. The Company has a diversified
customer base. The Company controls credit risk related to accounts receivable
through credit approvals, credit limits and monitoring procedures. The Company
routinely assesses the financial strength of its customers and, based upon
factors surrounding the credit risk, establishes an allowance, if required, for
uncollectible accounts and, as a consequence, believes that its accounts
receivable credit risk exposure beyond such allowance is limited.
Cash and Cash Equivalents
Cash and cash equivalents include cash in hand and cash in time
deposits, certificates of deposit, and all highly liquid debt instruments with
original maturities of three months or less.
Fair Value of Financial Instruments
In the first quarter of fiscal year 2008, the Company adopted
Accounting Standards Codification subtopic 820-10, Fair Value Measurements and
Disclosures (ASC 820-10). ASC 820-10 defines fair value, establishes a
framework for measuring fair value, and enhances fair value measurement
disclosure. ASC 820-10 delays, until the first quarter of fiscal year 2009, the
effective date for ASC 820-10 for all non-financial assets and non-financial
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). The adoption of
ASC 820-10 did not have a material impact on the Companys financial position or
operations.
Effective October 1, 2008, the Company adopted Accounting
Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures
(ASC 820-10) and Accounting Standards Codification subtopic 825-10, Financial
Instruments (ASC 825-10), which permits entities to choose to measure many
financial instruments and certain other items at fair value. Neither of these
statements had an impact on the Companys unaudited condensed consolidated
financial position, results of operations, or cash flows. The carrying value of
cash and cash equivalents, accounts payable and short-term borrowings, as
reflected in the balance sheets, approximate fair value because of the
short-term maturity of these instruments.
Stock-based Compensation
The Company records stock-based compensation expense pursuant
to ASC 718-10, "
Share Based Payment Arrangement
, which requires
companies to measure compensation cost for stock-based employee compensation
plans at fair value at the grant date and recognize the expense over the
employee's requisite service period. The Companys expected volatility
assumption is based on the historical volatility of Companys stock or the
expected volatility of similar entities. The expected life assumption is
primarily based on historical exercise patterns and employee post-vesting
termination behavior. The risk-free interest rate for the expected term of the
option is based on the U.S. Treasury yield curve in effect at the time of grant.
Stock-based compensation expense is recognized based on awards
expected to vest, and there were no estimated forfeitures as the Company has a
short history of issuing options. ASC 718-10 requires forfeitures to be
estimated at the time of grant and revised in subsequent periods, if necessary,
if actual forfeitures differ from those estimates.
Net Loss Per Share
The Company has adopted Accounting Standards Codification
subtopic 260-10, Earnings Per Share (ASC 260-10) which specifies the
computation, presentation and disclosure requirements of earnings per share
information. Basic earnings per share have been calculated based upon the
weighted average number of common shares outstanding.
11
Common equivalent shares are excluded from the computation of
the diluted loss per share if their effect would be anti-dilutive.
Intangible Assets
Intangible assets include a patent. With the adoption of FASB
ASC Topic 350, Intangibles (formerly SFAS No. 142), intangible assets with a
definite life are amortized on a straight-line basis. The patent is being
amortized over its estimated life of 10 years. Intangible assets with a definite
life are tested for impairment whenever events or circumstances indicate that a
carrying amount of an asset (asset group) may not be recoverable. An impairment
loss would be recognized when the carrying amount of an asset exceeds the
estimated undiscounted cash flows used in determining the fair value of the
asset. The amount of the impairment loss to be recorded is calculated by the
excess of the assets carrying value over its fair value. Fair value is
generally determined using a discounted cash flow analysis. Costs related to
internally develop intangible assets are expensed as incurred.
Recent Accounting Pronouncements
FASB Clarifies the Definition of a Business. The FASB has
issued Accounting Standards Update No. 2017-01, Business Combinations (Topic
805): Clarifying the Definition of a Business, clarifying the definition of a
business. The amendments affect all companies and other reporting organizations
that must determine whether they have acquired or sold a business.
The definition of a business affects many areas of accounting
including acquisitions, disposals, goodwill, and consolidation. The amendments
are intended to help companies and other organizations evaluate whether
transactions should be accounted for as acquisitions (or disposals) of assets or
businesses. The amendments provide a more robust framework to use in determining
when a set of assets and activities is a business. They also provide more
consistency in applying the guidance, reduce the costs of application, and make
the definition of a business more operable.
For public companies, the amendments are effective for annual
periods beginning after December 15, 2017, including interim periods within
those periods. For all other companies and organizations, the amendments are
effective for annual periods beginning after December 15, 2018, and interim
periods within annual periods beginning after December 15, 2019.
The FASB has issued Accounting Standards Update (ASU) No.
2017-07, Compensation - Retirement Benefits (Topic 715): Improving the
Presentation of Net Periodic Pension Cost and Net Periodic Postretirement
Benefit Cost. The amendments apply to all employers, including not-for-profit
entities, that offer to their employees defined benefit pension plans, other
postretirement benefit plans, or other types of benefits accounted for under
Topic 715, Compensation - Retirement Benefits.
The amendments require that an employer report the service cost
component in the same line item or items as other compensation costs arising
from services rendered by the pertinent employees during the period. The other
components of net benefit cost are required to be presented in the income
statement separately from the service cost component and outside a subtotal of
income from operations, if one is presented. If a separate line item or items
are used to present the other components of net benefit cost, that line item or
items must be appropriately described. If a separate line item or items are not
used, the line item or items used in the income statement to present the other
components of net benefit cost must be disclosed.
The amendments also allow only the service cost component to be
eligible for capitalization when applicable (e.g., as a cost of internally
manufactured inventory or a self-constructed asset).
The amendments are effective for public business entities for
annual periods beginning after December 15, 2017, including interim periods
within those annual periods. For other entities, the amendments are effective
for annual periods beginning after December 15, 2018, and interim periods within
annual periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of an
annual period for which financial statements (interim or annual) have not been
issued or made available for issuance.
12
The FASB has issued Accounting Standards Update (ASU) No.
2017-09, CompensationStock Compensation (Topic 718) Scope of Modification
Accounting. ASU 2017-09 applies to entities that change the terms or conditions
of a share-based payment award.
The FASB adopted ASU 2017-09 to provide clarity and reduce
diversity in practice as well as cost and complexity when applying the guidance
in Topic 718, CompensationStock Compensation, to the modification of the terms
and conditions of a share-based payment award.
Diversity in practice has arisen in part because some entities
apply modification accounting under Topic 718 for modifications to terms and
conditions that they consider substantive, but do not when they conclude that
particular modifications are not substantive. Others apply modification
accounting for any change to an award, except for changes that they consider
purely administrative in nature. Still others apply modification accounting when
a change to an award changes the fair value, the vesting, or the classification
of the award. In practice, it appears that the evaluation of a change in fair
value, vesting, or classification may be used to evaluate whether a change is
substantive.
Although the Master Glossary of the FASB Accounting Standards
Codification currently defines the term modification as a change in any of the
terms or conditions of a share-based payment award, Topic 718 does not contain
guidance on what changes are substantive or purely administrative.
The amendments in ASU 2017-09 include guidance on determining
which changes to the terms and conditions of share-based payment awards require
an entity to apply modification accounting under Topic 718.
These amendments require the entity to account for the effects
of a modification unless all of the following conditions are met:
The fair value (or calculated
value or intrinsic value, if such an alternative measurement method is used) of
the modified award is the same as the fair value (or value using an alternative
measurement method) of the original award immediately before the original award
is modified. If the modification does not affect any of the inputs to the
valuation technique that the entity uses to value the award, the entity is not
required to estimate the value immediately before and after the
modification;
The vesting conditions of the
modified award are the same as the vesting conditions of the original award
immediately before the original award is modified; and
The classification of the
modified award as an equity instrument or a liability instrument is the same as
the classification of the original award immediately before the original award
is modified.
The amendments are effective for all entities for annual
periods, and interim periods within those annual periods, beginning after
December 15, 2017.
Early adoption is permitted, including adoption in any interim
period for: (a) public business entities for reporting periods for which
financial statements have not yet been issued, and (b) all other entities for
reporting periods for which financial statements have not yet been made
available for issuance. The amendments should be applied prospectively to an
award modified on or after the adoption date.
13
Subsequent Events
We have evaluated all events or transactions that occurred
after September 30, 2017 up through the date the Company issued these financial
statements.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.
Inflation
Our opinion is that inflation has not had, and is not expected
to have, a material effect on our operations.
Going Concern
Our company has incurred a net loss attributable to common
stockholders of $159,544 and $213,199 during the nine months ended September 30,
2017 and 2016, respectively, and had an accumulated deficit of $22,289,130 and
$22,129,586 as of September 30, 2017 and December 31, 2016, respectively.
The accompanying consolidated financial statements have been
prepared assuming that our company will continue as a going concern. This basis
of accounting contemplates the recovery of our companys assets and the
satisfaction of liabilities in the normal course of business. This presentation
presumes funds will be available to finance ongoing research and development,
operations and capital expenditures and permit the realization of assets and the
payment of liabilities in the normal course of operations for the foreseeable
future.
The ability of our company to continue research and development
projects and realize the capitalized value of proprietary technologies and
related assets is dependent upon future commercial success of the technologies
and raising sufficient funds to continue research and development as well as to
effectively market its products.. Through September 30, 2017, the Company has
not realized commercial success of the technologies, nor has it raised
sufficient funds to continue research and development or to market its products.
There can be no assurances that there will be adequate
financing available to our company and the consolidated financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.
Our company has taken certain restructuring steps to provide
the necessary capital to continue its operations. These steps included: (1)
Tightly budgeting and controlling all expenses; (2) Expanding our companys
operations into China, expanding product lines and recruiting a strong sales
team to significantly increase sales revenue in 2017; . (3) Cooperate with local
partners in the Guangdong province to research and develop new products; (4) Our
company plans to continue actively seeking additional funding opportunities to
improve and expand upon our product lines.
At this time, we cannot provide investors with any assurance
that we will be able to raise sufficient funding from the sale of our common
stock or through a loan from our directors, shareholders, or investors to meet
our obligations over the next twelve months. We do not have any further
arrangements in place for any future debt or equity financing.