iPower Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Financial Statements Page Report of Independent Registered Public Accounting Firm 50 Consolidated Balance Sheets as of June 30, 2021 and 2020 51 Consolidated Statements of Operations for the years ended June 30, 2021 and 2020 52 Consolidated Statements of Changes in Stockholders’ Equity for the years ended June 30, 2021 and 2020 53 Consolidated Statements of Cash Flows for the years ended June 30, 2021 and 2020 54 Notes to Consolidated Financial Statements 55 48 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of iPower, Inc. (f/k/a BZRTH, Inc.) and subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of iPower, Inc. (f/k/a BZRTH, Inc.) and subsidiaries (the “Company”) as of June 30, 2021 and 2020, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the two years then ended and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2021 and 2020, and the results of their operations and their cash flows for the two years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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. /s/ UHY LLP We have served as the Company’s auditor since 2020. New York, New York September 28, 2021 49 iPower Inc. and Subsidiaries Consolidated Balance Sheets As of June 30, 2021 and 2020 June 30, June 30, 2021 2020 ASSETS Current assets Cash and cash equivalent $ 6,651,705 $ 977,635 Accounts receivable 7,896,347 6,067,199 Inventories, net 13,065,741 5,743,181 Prepayments and other current assets 4,693,000 616,231 Total current assets 32,306,793 13,404,246 Non-current assets Right of use - non-current 1,819,421 262,875 Property and equipment, net 55,659 6,252 Non-current prepayments 1,357,292 – Other non-current assets 99,645 – Total non-current assets 3,332,017 269,127 Total assets $ 35,638,810 $ 13,673,373 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 3,940,963 $ 4,220,347 Credit cards payable 584,311 892,792 Customer deposit 297,407 741,301 Due to related parties – 133,793 Other payables and accrued liabilities 2,487,441 1,940,858 Short-term loans payable 162,769 1,329,680 Lease liability - current 731,944 262,875 Long-term loan payable - current portion 29,244 – Income taxes payable 790,823 721,211 Total current liabilities 9,024,902 10,242,857 Non-current liabilities Long-term loan payable 458,571 500,000 Lease liability - non-current 1,169,552 – Total non-current liabilities 1,628,123 500,000 Total liabilities 10,653,025 10,742,857 Commitments and contingency – – Stockholders' Equity Common stock, $ 0.001 par value; 180,000,000 shares authorized; 26,448,663 and 20,204,496 shares issued and outstanding at June 30, 2021 and June 30, 2020 * 26,449 20,204 Class B common stock, $ 0.001 par value; 0 and 14,000,000 shares authorized; 0 and 14,000,000 shares issued and outstanding at June 30, 2021 and June 30, 2020 * – 14,000 Subscription receivable – ( 14,000 ) Additional paid in capital 23,214,263 389,490 Retained earnings 1,745,073 2,520,822 Total equity 24,985,785 2,930,516 Total liabilities and equity $ 35,638,810 $ 13,673,373 *On November 16, 2020, the Company implemented a 2-for-1 forward split of the issued and outstanding shares of Common Stock of the Company. Except for shares authorized, all references to number of shares and to per share information in the consolidated financial statements have been retroactively adjusted. *On October 20, 2020, the Company issued to its Founders 14,000,000 shares of the Company’s Class B Common Stock. The issuance was considered as a nominal issuance, in substance a recapitalization transaction, which was recorded and presented retroactively as outstanding for all reporting periods. The accompanying notes are an integral part of these consolidated financial statements. 50 iPower Inc. and Subsidiaries Consolidated Statements of Operations For the Years Ended June 30, 2021 and 2020 For the Years Ended June 30, 2021 June 30, 2020 REVENUES $ 54,075,922 $ 39,938,472 TOTAL REVENUES 54,075,922 39,938,472 COST OF REVENUES 31,257,358 24,810,907 GROSS PROFIT 22,818,564 15,127,565 OPERATING EXPENSES: Selling and fulfillment 13,473,602 8,961,627 General and administrative 6,384,398 3,257,989 Total operating expenses 19,858,000 12,219,616 INCOME FROM OPERATIONS 2,960,564 2,907,949 OTHER INCOME (EXPENSE) Interest income (expenses) ( 153,785 ) ( 168,283 ) Other financing expenses ( 148,139 ) – PPP loan forgiveness 175,500 – Other non-operating income (expense) ( 2,843,127 ) 20,734 Total other income (expense), net ( 2,969,551 ) ( 147,549 ) (LOSS) INCOME BEFORE INCOME TAXES ( 8,987 ) 2,760,400 PROVISION FOR INCOME TAXES 766,762 773,438 NET (LOSS) INCOME $ ( 775,749 ) $ 1,986,962 WEIGHTED AVERAGE NUMBER OF COMMON STOCK* Basic and diluted 21,116,750 20,093,004 (LOSS) EARNINGS PER SHARE * Basic and diluted $ ( 0.04 ) $ 0.10 *On November 16, 2020, the Company implemented a 2-for-1 forward split of the issued and outstanding shares of Common Stock of the Company. The computation of basic and diluted EPS was retroactively adjusted for all periods presented. *On October 20, 2020, the Company issued to its Founders 14,000,000 shares of the Company’s Class B Common Stock. The issuance was considered as a nominal issuance, in substance a recapitalization transaction, which was recorded and presented retroactively as outstanding for all reporting periods. The computation of basic and diluted EPS did not include the Class B Common Stock as the holders of Class B Common Stock had no dividend or liquidation rights until such time as their shares of Class B Common Stock were converted into Class A Common Stock. The accompanying notes are an integral part of these consolidated financial statements. 51 iPower Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders' Equity For the Years Ended June 30, 2021 and 2020 Common Stock * Class B Common Stock * Subscription Additional Paid in Retained Shares Amount Shares Amount Receivable Capital Earnings Total Balance, June 30, 2019 20,000,000 $ 20,000 14,000,000 $ 14,000 $ ( 14,000 ) $ ( 37,316 ) $ 533,860 $ 516,544 Shares issued for cash 204,496 204 – – – 426,806 – 427,010 Net income – – – – – – 1,986,962 1,986,962 Balance, June 30, 2020 20,204,496 $ 20,204 14,000,000 $ 14,000 $ ( 14,000 ) $ 389,490 $ 2,520,822 $ 2,930,516 Net income – – – – – – ( 775,749 ) ( 775,749 ) Cash for Class B common stock – – – – 14,000 – – 14,000 Conversion of Class B common stock 1,400,000 1,400 ( 14,000,000 ) ( 14,000 ) – 12,600 – – Shares issued for cash upon IPO 3,864,000 3,864 – – – 16,562,541 – 16,566,405 Shares issued upon conversions of debts 955,716 956 – – – 4,777,602 – 4,778,558 Shares issued upon exercise of warrants 24,451 25 – – – 36,679 – 36,704 Issuance of restricted stock units – – – – – 110,683 – 110,683 Investor Warrants – – – – – 1,324,668 – 1,324,668 Balance, June 30, 2021 26,448,663 $ 26,449 – $ – $ – $ 23,214,263 $ 1,745,073 $ 24,985,785 *On November 16, 2020, the Company implemented a 2-for-1 forward split of the issued and outstanding shares of Class A Common Stock of the Company. Except shares authorized, all references to number of shares and to per share information in the consolidated financial statements have been retroactively adjusted. *On October 20, 2020, the Company issued to its Founders 14,000,000 shares of the Company’s Class B Common Stock. The issuance was considered as a nominal issuance, in substance a recapitalization transaction, which was recorded and presented retroactively as outstanding for all reporting periods. The accompanying notes are an integral part of these consolidated financial statements. 52 iPower Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended June 30, 2021 and 2020 For the Years Ended June 30, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ ( 775,749 ) $ 1,986,962 Adjustments to reconcile net income to cash provided by operating activities: Inventory obsolescence reserve – 95,574 Depreciation expense 12,091 – Stock-based compensation expense 110,683 – PPP loan forgiven ( 175,500 ) – Non-cash operating lease expense 82,075 – Amortization of debt discount and non-cash financing costs 1,611,874 – Change in fair value of warrants and conversion features 1,358,555 – Change in operating assets and liabilities Accounts receivable ( 1,829,148 ) ( 2,431,287 ) Inventories ( 7,322,560 ) ( 2,720,248 ) Prepayments and other current assets ( 3,956,769 ) ( 163,096 ) Non-current prepayments ( 1,357,292 ) – Other non-current assets ( 99,645 ) – Accounts payable ( 279,384 ) 1,964,423 Credit cards payable ( 308,481 ) 177,252 Customer deposit ( 443,894 ) 321,121 Other payables and accrued liabilities 546,583 1,352,627 Income taxes payable 69,612 525,715 Net cash (used in) / provided by operating activities ( 12,756,949 ) 1,109,043 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of equipment ( 61,498 ) ( 6,252 ) Net cash (used in) investing activities ( 61,498 ) ( 6,252 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from related parties 571,824 632,286 Payments to related parties ( 705,617 ) ( 3,267,801 ) Proceeds from short-term loans 29,609,915 19,003,538 Payments on short-term loans ( 30,776,825 ) ( 17,891,647 ) Proceeds from convertible notes 3,000,000 – Payments for financing cost ( 120,000 ) – Proceeds from long-term loans – 500,000 Payments on long-term loans ( 12,185 ) – Shares issued for cash 359,000 427,010 Gross proceeds from IPO 19,320,000 – IPO offering costs in cash ( 2,753,595 ) – Net cash provided by / (used in) financing activities 18,492,517 ( 596,614 ) CHANGES IN CASH 5,674,070 506,177 CASH AND CASH EQUIVALENT, beginning of year 977,635 471,458 CASH AND CASH EQUIVALENT, end of year $ 6,651,705 $ 977,635 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income tax $ 696,119 $ 247,723 Cash paid for interest $ 153,785 $ 56,948 SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS: Right of use assets acquired under new operating leases $ 2,346,200 $ – Reclassification of warrant liability to additional paid in capital $ 1,324,668 $ – Conversion of debts to common stock $ 4,778,558 $ – Exercise of placement agent warrants $ 36,704 $ – The accompanying notes are an integral part of these consolidated financial statements. 53 iPower Inc. Notes to Consolidated Financial Statements As of June 30, 2021 and 2020 and for the Years Ended June 30, 2021 and 2020 Note 1 - Nature of business and organization iPower Inc., formerly known as BZRTH Inc., a Nevada corporation (the “Company”), was incorporated on April 11, 2018. The Company is principally engaged in the marketing and sale of advanced indoor and greenhouse lighting, ventilation systems, nutrients, growing media, grow tents, trimming machines, pumps and accessories in the United States. Effective on March 1, 2020, as amended and restated pursuant to an agreement dated October 26, 2020, the Company entered into an agreement with E Marketing Solution Inc. (“E Marketing”), an entity incorporated in California and owned by one of the shareholders of the Company. Pursuant to the terms of the agreement, the Company agreed to provide technical support, management services and other services on an exclusive basis in relation to E Marketing’s business during the term of the agreement. The Company also agreed to fund E Marketing for operational cash flow needs and bear the risk of E Marketing’s losses from operations and E Marketing agrees that iPower has rights to E Marketing’s net profits, if any. Under the terms of the agreement, the Company may at any time, at its option, acquire for nominal consideration 100% of either the equity of E Marketing or its assets subject to assumption of all of its liabilities. E Marketing was considered a variable interest entity (“VIE”). On May 18, 2021, the Company acquired 100% equity ownership of E Marketing. As a result, E Marketing has become the Company’s wholly owned subsidiary. See Note 3 below for details. On September 4, 2020, the Company entered into an agreement with Global Product Marketing Inc. (“GPM”), an entity incorporated in the State of Nevada on September 4, 2020. GPM was then wholly owned by Chenlong Tan, the Chairman, CEO and President and one of the majority shareholders of the Company. Pursuant to the terms of the agreement, the Company was to provide technical support, management services and other services on an exclusive basis in relation to GPM’s business during the term of the Agreement. In addition, the Company agreed to fund GPM for operational cash flow needs and bear the risk of GPM’s losses from operations and GPM agreed that the Company has the right to GPM’s net profits, if any. Under the terms of the agreement, the Company may at any time, at its option, acquire for nominal consideration 100% of either the equity of GPM or its assets subject to assumption of all of its liabilities. GPM was considered a variable interest entity (“VIE”). On May 18, 2021, the Company acquired 100% equity ownership of GPM. As a result, GPM has become the Company’s wholly owned subsidiary. See Note 3 below for details. Note 2 – Basis of Presentation and Summary of significant accounting policies Basis of presentation The accompanying financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The Company’s fiscal year end date is June 30. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, E Marketing Solution Inc. and Global Product Marketing Inc. All inter-company balances and transactions have been eliminated. Prior period reclassification Certain prior period expense accounts have been reclassified in conformity with current period presentation including reclassification of $1.37 million from general administrative expenses to selling and fulfillment expenses. The reclassification had no effect to the company’s consolidated statements of operations, statements of cash flow or statements of changes in stockholders’ equity. 54 Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Cash and cash equivalents Cash and cash equivalents consist of amounts held as cash on hand and bank deposits. From time to time, the Company may maintain bank balances in interest bearing accounts in excess of the $250,000 currently insured by the Federal Deposit Insurance Corporation for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). The Company has not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit risk with respect to its cash. Accounts receivable During the ordinary course of business, the Company extends unsecured credit to its customers. Accounts receivable are stated at the amount the Company expects to collect from customers. Management reviews its accounts receivable balances each reporting period to determine if an allowance for credit loss is required. In July 2020, the Company adopted ASU 2016-13, Topics 326 - Credit Loss, Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology, for its accounting standard for its trade accounts receivable. The Company evaluates the creditworthiness of all of its customers individually before accepting them and continuously monitors the recoverability of accounts receivable. If there are any indicators that a customer may not make payment, the Company may consider making provision for non-collectability for that particular customer. At the same time, the Company may cease further sales or services to such customer. The following are some of the factors that the Company develops allowance for credit losses: · the customer fails to comply with its payment schedule; · the customer is in serious financial difficulty; · a significant dispute with the customer has occurred regarding job progress or other matters; · the customer breaches any of its contractual obligations; · the customer appears to be financially distressed due to economic or legal factors; · the business between the customer and the Company is not active; and · other objective evidence indicates non-collectability of the accounts receivable. 55 The adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements. Accounts receivable are recognized and carried at carrying amount less an allowance for credit losses, if any. The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments based on contractual terms. The Company reviews the collectability of its receivables on a regular and ongoing basis. The Company has also included in calculation of allowance for credit losses the potential impact of the COVID-19 pandemic on our customers’ businesses and their ability to pay their accounts receivable. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company also considers external factors to the specific customer, including current conditions and forecasts of economic conditions, including the potential impact of the COVID-19 pandemic. In the event we recover amounts previously written off, we will reduce the specific allowance for credit losses. Fair values of financial instruments The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current assets and liabilities approximate fair values due to their short-term nature. For other financial instruments to be reported at fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. The Company used Level 3 inputs for its valuation methodology for the conversion feature and warrant liabilities in determining the fair value using the Modified Black Scholes option-pricing model. Significant increase or decrease in any of the significant unobservable inputs, such as the probability of the occurrence of an IPO, would have resulted in a significantly higher or lower fair value measurement. The redeemable preferred stock was measured based on the fixed monetary amount of the convertible share upon IPO and the probability of IPO. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There is no transfer into or out of Level 3 of the fair value hierarchy. Revenue recognition The Company has adopted Accounting Standards Codification (“ASC”) 606 since its inception on April 11, 2018 and recognizes revenue from product sales revenues, net of promotional discounts and return allowances, when the following revenue recognition criteria are met: a contract has been identified, separate performance obligations are identified, the transaction price is determined, the transaction price is allocated to separate performance obligations and revenue is recognized upon satisfying each performance obligation. The Company transfers the risk of loss or damage upon shipment, therefore, revenue from product sales is recognized when it is shipped to the customer. Return allowances, which reduce product revenue by the Company’s best estimate of expected product returns, are estimated using historical experience. 56 The Company evaluates the criteria of ASC 606 - Revenue Recognition Principal Agent Considerations in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily responsible for fulfilling the promise to provide a specified good or service, the Company is subject to inventory risk before the good or service has been transferred to a customer and the Company has discretion in establishing the price, revenue is recorded at gross. Payments received prior to the delivery of goods to customers are recorded as customer deposits. The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases and other similar offers. Current discount offers, when accepted by the Company’s customers, are treated as a reduction to the purchase price of the related transaction. Sales discounts are recorded in the period in which the related sale is recognized. Sales return allowances are estimated based on historical amounts and are recorded upon recognizing the related sales. Shipping and handling costs are recorded as selling expenses. Advertising costs Advertising costs are expensed as incurred. Total advertising and promotional costs included in selling and fulfillment expenses for the years ended June 30, 2021 and 2020 were $ 1,783,573 and $ 606,730 , respectively. Cost of revenue Cost of revenue mainly consists of costs for purchases of products and related inbound freight and delivery fees. Inventory Inventory consists of finished goods ready for sale and is stated at the lower of cost or market. The Company values its inventory using the weighted average costing method. The Company’s policy is to include as a part of cost of goods sold any freight incurred to ship the product from its vendors to warehouses. Outbound freight costs related to shipping costs to customers are considered periodic costs and are reflected in selling and fulfillment expenses. The Company regularly reviews inventory and considers forecasts of future demand, market conditions and product obsolescence. If the estimated realizable value of the inventory is less than cost, the Company makes provisions in order to reduce its carrying value to its estimated market value. The Company also reviews inventory for slow moving inventory and obsolescence and records allowance for obsolescence. Segment reporting The Company follows ASC 280, Segment Reporting. The Company’s chief operating decision maker, the Chief Executive Officer, reviews the consolidated results of operations when making decisions about allocating resources and assessing the performance of the Company as a whole and, hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are all located in California, United States, and substantially all of the Company’s revenues are derived from within the United States. Therefore, no geographical segments are presented. Leases On its inception date, April 11, 2018, the Company adopted ASC 842 – Leases (“ASC 842”), which requires lessees to record right-of-use (“ROU”) assets and related lease obligations on the balance sheet, as well as disclose key information regarding leasing arrangements. 57 ROU assets represent our right to use an underlying asset for the lease terms and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Deferred offering costs The Company capitalizes certain legal, accounting and other third-party fees that are directly related to an equity financing that is probable of successful completion until such financing is consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses in the consolidated statements of operations and comprehensive income (loss) in the period of determination. For the years ended June 30, 2021 and 2020, $ 693,538 and $ 0 were recorded as deferred offering costs and reclassed to additional paid in capital. As of June 30, 2021 and June 30, 2020, $ 0 and $ 0 of deferred offering costs were included in prepaid expenses and other current assets in the consolidated balance sheets, respectively. Stock-based Compensation The Company applies ASC No. 718, “Compensation-Stock Compensation”, which requires that share-based payment transactions with employees and nonemployees upon adoption of ASU 2018-07, be measured based on the grant date fair value of the equity instrument and recognized as compensation expense over the requisite service period, with a corresponding addition to equity. Under this method, compensation cost related to employee share options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the period during which an employee is required to provide service in exchange for the award, which generally is the vesting period. Following completion of the IPO, pursuant to their letter agreements, the Company awarded 46,546 restricted stock units (“RSUs”) under the Plan to its independent directors, Chief Financial Officer, and certain other employees and consultants, all of which are subject to certain vesting conditions. The fair value of the RSUs was determined based on $5.0 per share, the initial public offering price of the Company’s common stock on the grant date. As of June 30, 2021, the Company had granted total of 46,546 RSUs, of which 22,137 were fully vested and 24,409 remained subject to certain vesting conditions. For the year ended June 30, 2021, the Company recorded $ 110,683 of stock-based compensation expense. The Company will recognize forfeitures as they occur. Income taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. 58 As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company has adopted the provisions of ASC 740 since inception, April 11, 2018, and has analyzed filing positions in each of the federal and state jurisdictions where the Company is required to file income tax returns, as well as open tax years in such jurisdictions. The Company has identified the U.S. federal jurisdiction, and the states of Nevada and California, as its “major” tax jurisdictions. However, the Company has certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. The Company believes that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. The Company’s policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. Commitments and contingencies In the ordinary course of business, the Company is subject to certain contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and specific facts and circumstances of each matter. Convertible notes and warrants On January 27, 2021, the Company completed a private placement offering pursuant to which the Company sold to two accredited investors an aggregate of $ 3,000,000 in convertible notes with a 6 % interest per annum (the “Convertible Notes”) and warrants to purchase shares of Class A Common Stock equaling 80% of the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes. The warrants shall be exercisable for a period of 3 three years from the IPO completion date at a per share exercise price equal to the IPO. The Convertible Notes shall be automatically converted into the Company’s Class A Common Stock upon a qualified IPO (the “Mandatory Conversion”) or repayable in cash at the option of the holders of the Convertible Notes with repayment to commence six months after January 27, 2021. The Convertible Notes convert at a price equal to the lesser of (a) a price representing a 30% discount to the public offering price per share of the Class A Common Stock in this Offering, or (b) a price representing a 30% discount to the price per share equal to dividing $200 million by the total number of (x) outstanding shares of Class A Common Stock immediately prior to the IPO, (y) the number of Class A Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and (z) the number of Class A Common Stock issuable upon conversion of all outstanding Convertible Notes. In the event the Company does not receive a minimum of $15,000,000 of gross proceeds in the Offering or otherwise close on the Offering, the Convertible Notes will bear interest at a rate of 6% per annum which shall accrue from January 27, 2021 and be repayable in six equal monthly installments between July 27, 2021 and January 27, 2022. Alternatively, the Convertible Notes may be converted at the conversion price into shares of Class A Common Stock at the option of the holder prior to the maturity date (the “Conversion Option”). If the notes are converted, either on a Mandatory Conversion basis or through each holder’s exercise of the Conversion Option, any interest accrued on the Convertible Note shall be waived. In connection with the Convertible Note offering, the Company issued placement agent warrants to purchase 7.0% of the shares of Class A Common Stock underlying the Convertible Notes exercisable at the conversion price of the Convertible Note (the “Conversion Price”). The placement agent warrants are exercisable for a period of 5 five years from the issuance date and are treated as a debt issuance cost. The conversion feature included in the terms of the Convertible Notes creates an obligation to the Company requiring it to repay the notes for cash in January 2022 if an IPO does not occur. Upon an IPO, the Conversion Option is settleable with a variable number of the Company’s shares resulting in a fixed monetary amount known at inception in accordance with ASC 480-10-25-14a. As such, the conversion feature was determined to be a derivative liability, which represent an embedded derivative predominately based on fixed monetary amount. The Convertible Note warrants and placement agent warrants were determined to be derivative liabilities, which represent free-standing derivative instruments. The Company measured the derivative liabilities at fair value at the issuance date of the Convertible Notes, Convertible Note warrants and placement agent warrants based on a Modified Black Scholes option-pricing model. The derivative liabilities were recorded with a corresponding debit to debt discount that will be amortized over the life of the notes using effective interest rate method. At time of issuance, the convertible notes and warrant liabilities were recorded on the balance sheet as liabilities. Debt issuance costs resulting from placement agent warrants are allocated to derivative liabilities based on its fair value at issuance to total proceeds received. Debt issuance costs associated with warrant liabilities are expensed immediately and the debt issuance cost associated with the debt host are amortized over the life of the notes. Upon conversion on May 14, 2021, the Company measured the conversion liability and placement agent warrant liability to fair value using the Modified Black Scholes Option Pricing Model, a level 3 valuation method, based on the expected fair value of the underlying stock. Change in fair value was recorded in other-operating expenses. On May 14, 2021, the fair value of the outstanding warrants held by the Convertible Note investors were also remeasured with change in fair value recorded in other-operating expenses. Then the fair value was reclassed to additional paid in capital as the terms became fixed upon closing of the IPO. 59 Series A Convertible Preferred Stock On December 30, 2020, the Company issued a total of 34,500 shares of Series A Convertible Preferred Stock, par value $ 0.001 per share. Pursuant to the certificate of designations, the Series A Convertible Preferred Stock will automatically convert into shares of the Class A Common Stock (the “Conversion Shares”) at a conversion price equal to 70% of the initial price per share of the Class A Common Stock. If the IPO shall not have occurred by December 31, 2021, the Company shall redeem and repurchase for cash all of the outstanding shares of Series A Convertible Preferred Stock for a purchase price equal to (a) the product of multiplying the $10.00 Stated Value of each outstanding share of Series A Convertible Preferred Stock by the total number of outstanding shares of Series A Convertible Preferred Stock, plus (b) all accrued and unpaid Dividends at 9% per annum. In the event that the Series A Convertible Preferred Stock are converted into Conversion Shares, no Dividend shall accrue or be payable. The redemption feature creates an obligation to the Company requiring it to redeem the Preferred Shares for cash on December 31, 2021, if an IPO does not occur. Upon an IPO, the Conversion Option is settleable with a variable number of the Company’s shares resulting in a fixed monetary amount known at inception in accordance with ASC 480-10-25-14a. The Series A convertible preferred stock are mandatorily redeemable and should be classified as a liability in accordance with ASC 480-10 and the Company has elected to record the Series A Convertible Preferred Stock at fair value with changes in fair value recorded through earnings under the ASC 825-10-15-4 fair value option (“FVO”) election. Upon conversion on May 14, 2021, the fair value of the Series A Convertible Preferred Stock was measured based on the fixed monetary amount of the convertible share upon IPO. The change in fair value was recorded as other non-operating expense. Series A Preferred Stock Warrant In connection with this private placement, the Company issued warrants to purchase shares of Series A Convertible Preferred Stock. The exercise price of the warrants is $10 per share. The Company accounts for its redeemable convertible preferred stock warrants as a liability, and they are recorded at their estimated fair value because the warrants may conditionally obligate the Company to transfer assets at some point in the future. At the end of each reporting period, changes in the estimated fair value during the period are recorded in other income (expense), net in the statement of operations. The Company will continue to adjust the liability for changes in estimated fair value until the earlier of the expiration of the warrants, exercise of the warrants, or conversion of the redeemable convertible preferred stock warrants into common stock warrants upon the completion of a liquidation event, including the completion of an IPO. On May 14, 2021, the fair value of the outstanding Series A Preferred Stock warrant held by the placement agent were remeasured with change in fair value recorded in other-operating expenses. Earnings per share Basic earnings per share are computed by dividing net income attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities to issue common stock were exercised. Recently issued accounting pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40).” This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard becomes effective for the Company on July 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company is currently assessing the impact the new guidance will have on our consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. The update is intended to simplify the current rules regarding the accounting for income taxes and addresses several technical topics including accounting for franchise taxes, allocating income taxes between a loss in continuing operations and in other categories such as discontinued operations, reporting income taxes for legal entities that are not subject to income taxes, and interim accounting for enacted changes in tax laws. The new standard is effective for fiscal years beginning after December 15, 2020; however, early adoption is permitted. The Company does not expect the adoption of this standard have a material impact on the consolidated financial statements. 60 The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows. Subsequent events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements are available to be issued. Material subsequent events that required recognition or additional disclosure in the consolidated financial statements are presented. Note 3 – Acquisition of Variable interest entities Effective March 1, 2020, as amended and restated pursuant to an agreement dated Oct 26, 2020, the Company entered into an exclusive business cooperation agreement with E Marketing Solution Inc. (“E Marketing”), an entity incorporated in California and owned by one of the shareholders of the Company. Pursuant to the terms of the agreement, the Company provided technical support, management services and other services on an exclusive basis in relation to E Marketing’s business during the term of the agreement. In addition, the Company agreed to fund E Marketing for operational cash flow needs and bear the risk of E Marketing’s losses from operations and E Marketing agreed that iPower has rights to E Marketing’s net profits, if any. Under the terms of the agreement, the Company may, at any time at its option, acquire for nominal consideration 100% of either the equity of E Marketing or its assets subject to assumption of all of its liabilities. On September 4, 2020, the Company entered into an exclusive business cooperation agreement with Global Product Marketing Inc. (“GPM”), an entity incorporated in the State of Nevada on September 4, 2020. GPM was owned by Chenlong Tan, the Chairman, CEO, President and one of the majority shareholders of the Company. Pursuant to the terms of the agreement, the Company provided technical support, management services and other services on an exclusive basis in relation to GPM’s business during the term of the Agreement. In addition, the Company agreed to fund GPM for operational cash flow needs and bear the risk of GPM’s losses from operations and GPM agreed that the Company has rights to GPM’s net profits, if any. Under the terms of the agreement, the Company may at any time, at its option, acquire for nominal consideration 100% of either the equity of GPM or its assets subject to assumption of all of its liabilities. Below is a summary of the key terms of the exclusive business cooperation agreements (the “Agreements”) with E Marketing and GPM (“VIEs"): · iPower is the exclusive manager of the VIEs; · the VIEs shall not directly or indirectly accept the same or similar services from other parties; · the agreements shall remain effective unless terminated by iPower; · iPower is granted an irrevocable and exclusive option to purchase all assets and business at nominal price; and · iPower agrees to fund each VIE’s operational needs and bear the risk of each VIE’s losses from operations and VIEs agree that iPower has rights to VIEs’ net profits, if any. Pursuant to the terms of the Agreements, the Company did not have direct ownership in either E Marketing and GPM but was actively involved in their operations as the sole manager to direct the activities and significantly impact E Marketing’s and GPM’s economic performance. Each of E Marketing and GPM had only one shareholder and all operational funding was provided by the Company. During the term of the agreements, the Company bore all the risk of loss and had the right to receive all of the benefits from E Marketing and GPM. As such, based on the determination that the Company was the primary beneficiary of E Marketing and GPM, in accordance with ASC 810-10-25-38A through 25-38J, E Marketing and GPM were considered variable interest entities (“VIEs”) of the Company and the financial statements of E Marketing and GPM have been consolidated from the date such control existed, March 1, 2020 and September 4, 2020, respectively. 61 On May 18, 2021, the Company entered into equity purchase agreements (“Equity Purchase Agreements”) with the shareholders of each of our VIEs, E Marketing and GPM, pursuant to which we acquired 100% of the equity interests of each of E Marketing and GPM. The Company paid nominal consideration of $10.00 for the acquisition of each of E Marketing and GPM, which then became the Company’s wholly owned subsidiaries (the “Subsidiaries”). As of June 30, 2021 and, 2020, the carrying amount of the subsidiaries’ assets and liabilities were as follows for the periods indicated: Carrying amount of VIE assets and liabilities June 30, 2021 June 30, 2020 Cash in bank $ 574,861 $ 72,686 Accounts receivable $ 55,077 $ – Payables to iPower $ – $ 72,686 Income tax payable $ 182,351 $ – Other payables $ 1,097 $ – The assets and payables were included in the consolidated balance sheets as of June 30, 2021 and 2020 and the payables to iPower were eliminated in consolidation. The operating results of the Subsidiaries for the year ended June 30, 2021 and 2020 were as follows: Schedule of results of Operation 2021 2020 Revenue $ 2,482,042 $ – Net income $ 469,284 $ ( 20,600 ) Note 4 - Accounts receivable Accounts receivable for the Company consisted of the following as of the dates indicated below: Schedule of accounts receivable June 30, 2021 June 30, 2020 Accounts receivable $ 7,896,347 $ 6,067,199 Less: allowance for credit losses – – Total accounts receivable $ 7,896,347 $ 6,067,199 There was no credit loss for the years ended June 30, 2021 and 2020. Note 5 – Inventories, net As of June 30, 2021 and 2020, inventories consisted of finished goods ready for sale, net of allowance for obsolescence, amounted to $ 13,065,741 and $ 5,743,181 , respectively. As of June 30, 2021 and 2020, allowance for obsolescence was $ 95,574 and $ 95,574 , respectively. 62 Note 6 – Prepayments and other current assets As of June 30, 2021 and 2020, prepayments and other current assets consisted of the following: Schedule of prepayments and other current assets June 30, 2021 June 30, 2020 Advance to suppliers $ 3,969,625 $ 298,841 Prepaid expenses and other receivables 723,375 317,390 Total $ 4,693,000 $ 616,231 Other receivables consisted of delivery fees of $ 178,581 and $ 132,433 and receivables from two unrelated parties for their use of the Company’s courier accounts at June 30, 2021 and 2020. As of the date of this report, the amount had been fully collected. Note 7 – Non-current prepayments Non-current prepayments included $ 1.26 million for product sourcing, marketing research and promotion, and other management advisory and consulting services to companies owned by an employee and minority shareholder and by relatives of a minority shareholder of the Company. The terms of these services are two years to five years. In addition, $ 96,875 was down payment for lease of a car for four years. As of June 30, 2021, total non-current prepayments were $ 1,357,292 . Note 8 – Loans payable Short-term loans PPP note payable On April 13, 2020, the Company entered into an agreement with Royal Business Bank (the “Lender”) for a total amount of $175,500, pursuant to a promissory note issued by the Company to the Lender (the “PPP Note”). The loan was made pursuant to the Payroll Protection Program established as part of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Note bears interest at the rate of 1.00 % per annum and may be repaid at any time without penalty. The PPP Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Note. The Company accounts for the PPP loan under Topic 470 as follows: (a) Initially record the cash inflow from the PPP Note as a financial liability and accrued interest in accordance with the interest method under ASC Subtopic 835-30; (b) Not impute additional interest at a market rate; (c) Continue to record the proceeds from the loan as a liability until either (1) the loan is partly or wholly forgiven and the debtor has been legally released by the Lender or (2) the debtor pays off the loan; (d) Reduce the liability by the amount forgiven and record a gain on extinguishment once the loan is partly or wholly forgiven and legal release is received. On March 22, 2021, the $ 175,500 PPP Note due to Royal Business Bank was fully forgiven. As of June 30, 2021 and 2020, the Company had an outstanding balance of $ 0 and $ 175,500 , respectively, under the PPP Note. Revolving credit facility On May 3, 2019, the Company entered into an agreement with WFC Fund LLC (“WFC") for a revolving loan of up to $2,000,000. The revolving loan bore interest equal to the prime rate plus 4.25% per annum on the outstanding amount. On May 26, 2020, the Loan and Security Agreement was amended and restated as a Receivable Purchase Agreement (the “Original RPA”), pursuant to which WFC may, but is not obligated to, purchase accounts receivable from the Company from time to time. The credit limit of the revolving facility under the Original RPA was $2,000,000, which had a discount rate equal to the prime rate plus 4.25% per annum on the outstanding amount. This revolving credit facility is secured by all of the Company’s assets and guaranteed by Allan Huang, who is a former director and executive officer of the Company and one of the Company’s major shareholders and founders. Pursuant to the Original RPA, the purchases of accounts receivable were made with full recourse to the Company, and the Company was obligated to collect the accounts receivables and to repurchase or pay back the amount drawn if the accounts receivable were not collected. In accordance with ASC 860-10-05, the revolving credit facility under the Receivable Purchase Agreement is treated as secured borrowing. 63 On November 16, 2020, the Original RPA was further amended and restated (the “Restated RPA”) to increase the credit limit of the revolving credit facility from $2,000,000 to $3,000,000. The Restated RPA bears a discount rate of 3.055555%, subject to a rebate of 0.0277% per day . This revolving credit facility is secured by all of the Company’s assets and guaranteed by Chenlong Tan, the CEO and one of the Company’s major shareholders and founders. Pursuant to the agreement, all purchases of accounts receivable are without recourse to the Company, and WFC assumes the risk of nonpayment of the accounts receivable due to a customer’s financial inability to pay the accounts receivable or the customer’s insolvency but not the risk of non-payment of the accounts receivable for any other reason. The Company is obligated to collect the accounts receivables and to repurchase or pay back the amount drawn if the accounts receivable are not collected. As of June 30, 2021 and 2020, the outstanding balance due under the RPA was $ 162,769 and $ 1,154,180 , respectively. Loans payable During the quarter ended December 31, 2020, the Company borrowed a total of $ 300,000 from two unrelated parties for short-term cash flow needs. The loans bear interest at the rate of 8% per annum and may be repaid at any time without penalty. The Company had fully repaid the outstanding amount in February 2021. As of June 30, 2021, the outstanding balance of the loans was $ 0 . Long-term loan SBA loan payable On April 18, 2020, the Company entered into an agreement with the U.S. Small Business Administration (“SBA”) for a loan of $500,000 under Section 7(b) of the Small Business Act pursuant to which we issued a promissory note (the “SBA Note”) to the SBA. The SBA Note bears interest at the rate of 3.75% per annum and matures 30 years from the date of the SBA Note. Monthly installment payments, including principal and interest, will begin twelve months from the date of the SBA Note. As of June 30, 2021, the outstanding balance of the SBA Note was $ 487,815 , which included a current portion of $ 29,244 and a non-current portion of $ 458,571 . Note 9 – Convertible notes On January 27, 2021, the Company completed a private placement offering pursuant to which the Company sold to two accredited investors an aggregate of $ 3,000,000 in convertible notes with a 6 % interest per annum (the “Convertible Note”) and warrants to purchase shares of Class A Common Stock equaling 80% of the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes. The warrants shall be exercisable for a period of three years from the IPO completion date at a per share exercise price equal to the $5.00 per share, the IPO purchase price. The Convertible Notes shall be automatically converted into the Company’s Class A Common Stock upon a qualified IPO (the “Mandatory Conversion”) or repayable in cash at the option of the holders of the Convertible Notes with repayment to commence six months after January 27, 2021. The Convertible Notes convert at a price equal to the lesser of (a) a price representing a 30% discount to the public offering price per share of the Class A Common Stock in this Offering, or (b) a price representing a 30% discount to the price per share equal to dividing $200 million by the total number of (x) outstanding shares of Class A Common Stock immediately prior to the IPO, (y) the number of Class A Common Stock issuable upon conversion of the 34,500 shares of Series A Preferred Stock, and (z) the number of Class A Common Stock issuable upon conversion of all outstanding Convertible Notes. Any interest accrued on the Convertible Note will be waived upon conversion. In the event the Company does not receive a minimum of $15,000,000 of gross proceeds in the Offering or otherwise close on the Offering, the Convertible Notes will bear interest at a rate of 6% per annum which shall accrue from January 27, 2021 and be repayable in six equal monthly installments between July 27, 2021 and January 27, 2022. Alternatively, the Convertible Notes may be converted at the conversion price into shares of Class A Common Stock at the option of the holder prior to the maturity date (the “Conversion Option”). If the notes are converted, either on a Mandatory Conversion basis or through each holder’s exercise of the Conversion Option, any interest accrued on the Convertible Note shall be waived. 64 In connection with the convertible note offering, the Company issued placement agent warrants to purchase 7.0% of the shares of Class A Common Stock underlying the Convertible Notes exercisable at the conversion price of the Convertible Note (the “Conversion Price”). The placement agent warrants are exercisable for a period of five years from the issuance date and are treated as a debt issuance cost. The conversion feature included in the terms of the Convertible Notes creates an obligation to the Company requiring it to repay the notes for cash in January 2022, if an IPO does not occur. Upon an IPO, the Conversion Option is settleable with a variable number of the Company’s shares resulting in a fixed monetary amount known at inception in accordance with ASC 480-10-25-14a. As such, the conversion feature was determined to be a derivative liability, which represents an embedded derivative predominately based on a fixed monetary amount. The Convertible Note warrants and placement agent warrants were determined to be derivative liabilities, which represent free-standing derivative instruments. The Company measured the derivative liabilities at fair value at the issuance date of the Convertible Notes, Convertible Note warrants and placement agent warrants based on a Modified Black Scholes option-pricing model. The derivative liabilities were recorded with a corresponding debit to debt discount that will be amortized over the life of the notes using effective interest rate method. At time of issuance, the Convertible Notes and warrant liabilities were recorded on the balance sheet as liabilities. Debt issuance costs, which consisted of $ 120,000 in cash netted against the note proceeds and $ 84,849 in placement agent warrants, are allocated to derivative liabilities based on its fair value at issuance to total proceeds received. Debt issuance costs associated with warrant liabilities are expensed immediately and the debt issuance cost associated with the debt host are amortized over the life of the notes. Upon issuance, the Company allocated the total proceeds first to the stock warrants, then to the embedded conversion features and the residual to the note. The amount allocated to debt discount was $ 1,390,141 and the amount allocated to the note was $1,609,859, respectively. The conversion feature and warrant liabilities of $1,390,141 was recorded as a debit to debt discount that was amortized as other non-operating expense over the life of the notes using effective interest rate method. On May 14, 2021, the Company closed on an initial public offering of $ 16.8 million in gross proceeds, following which time the Convertible Notes were fully converted into an aggregate of 857,144 shares of the Company’s Common Stock. Upon conversion, the Company measured the conversion liability to fair value using the Modified Black Scholes Option Pricing Model, a level 3 valuation method, based on the expected fair value of the underlying stock with the following assumptions: Schedule of assumptions used As of May 14, 2021 Expected term 1 day Expected volatility 3.3% Risk-free interest rate 0.04% Expected dividend rate 0% Probability 100% As of May 14, 2021, the fair value immediately before the conversion of the Convertible Note, net of debt discount, was $ 1,714,281 , which included fair value of the conversion feature of $ 1,285,719 , and an increase in fair value of $ 593,103 was included in other non-operating expenses for the year ended June 30, 2021. As a result of the full conversion, there was no outstanding convertible notes and conversion liability as of June 30, 2021. See Note 14 below for the stock warrants issued in connection with the convertible notes. Note 10 - Related party transactions On December 1, 2018, the Company acquired certain assets and assumed liabilities from BizRight, LLC, an entity owned and managed by the founders and officers of the Company. The net assets received were recorded at their historical carrying amounts and the purchase price of $ 2,611,594 was recorded as payable due to related parties. The purchase price shall be paid based on the Company’s cash flow availability and bears an interest rate of 8% per annum on the outstanding amount. During the years ended June 30, 2021 and 2020, the Company recorded proceeds of $ 571,824 and $ 632,286 and payments of $ 705,617 and $ 3,267,801 , respectively. As of June 30, 2021 and 2020, the outstanding amount due to related parties was $ 0 and $ 133,793 , respectively. 65 Note 11 – Income taxes On December 22, 2017, the President of the United States signed into law H.R.1, formerly known as the Tax Cuts and Jobs Act (the “Tax Legislation”). The Tax Legislation significantly revised the U.S. tax code by (i) lowering the U.S. federal statutory income tax rate from 35% to 21%, (ii) implementing a territorial tax system, (iii) imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries, (iv) requiring a current inclusion of global intangible low taxed income of certain earnings of controlled foreign corporations in U.S. federal taxable income, (v) creating the base erosion anti-abuse tax regime, (vi) implementing bonus depreciation that will allow for full expensing of qualified property, and (vii) limiting deductibility of interest and executive compensation expense, among other changes. The Company has computed its tax expenses using the new statutory rate effective on January 1, 2018 of 21%. Other provisions of the new legislation include, but are not limited to, limiting deductibility of interest and executive compensation expense. These additional items have been considered in the income tax provision for the year ended June 30, 2020 and the impact was not material to the overall financial statements. For the year ended June 30, 2021, the Company incurred non-deductible expense related to issuance of convertible notes and preferred stock of $2.87 million. The income tax provision for the years ended June 30, 2021 and 2020 consisted of the following: Provision for income tax expense June 30, 2021 June 30, 2020 Current: Federal $ 513,036 $ 530,036 State 253,726 243,402 Total current income tax provision 766,762 773,438 Deferred: Federal – – State – – Total deferred taxes – – Total provision for income taxes $ 766,762 $ 773,438 The Company is subject to U.S. federal income tax as well as state income tax in certain jurisdictions. The tax years 2018 and 2019 remain open to examination by the major taxing jurisdictions to which the Company is subject. The following is a reconciliation of income tax expenses at the effective rate to income tax at the calculated statutory rates: Reconciliation of effective income tax rate June 30, 2021 June 30, 2020 Statutory tax rate Federal 21.00 % 21.00 % State of California 8.84 % 8.84 % Debt discount and change in fair value of warrants and conversion features ( 8,931.93 % ) – % Net effect of state income tax deduction and other permanent differences ( 370.74 % ) ( 1.82 % ) Effective tax rate ( 8,531.35 % ) 28.02 % As of June 30, 2021 and 2020, the income taxes payable was $ 790,823 and $ 721,211 , respectively. 66 Note 12 – Earnings per share The following table sets forth the computation of basic and diluted earnings per share for the periods presented: Computation of earnings per share For the years ended June 30, 2021 2020 Numerator: Net (loss) income $ ( 775,749 ) $ 1,986,962 Denominator: Weighted-average shares used in computing basic and diluted earnings per share* $ 21,116,750 $ 20,093,004 Earnings per share of ordinary shares: -basic and diluted $ ( 0.04 ) $ 0.10 *On November 16, 2020, the Company implemented a 2-for-1 forward split of the issued and outstanding shares of Class A Common Stock of the Company. The computation of basic and diluted EPS was retroactively adjusted for all periods presented. *On October 20, 2020, the Company issued to its founders 14,000,000 shares of Class B Common Stock, which shall be eligible to convert into Class A Common Stock, on a one-for-ten basis, at any time following twelve (12) months after the Company’s completion of its initial public offering of its Class A Common Stock. The computation of basic and diluted EPS did not include the Class B Common Stock as the holders of Class B Common Stock have no dividend or liquidation right until such time as their shares of Class B Common Stock have been converted into Class A Common Stock. See Note 16 for the status of Class B Common Stock. *Due to the ani-dilutive effect, the computation of basic and diluted EPS did not include the underlying shares of warrants and RSUs as the Company had a net loss for the year ended June 30, 2021. * For the year ended June 30, 2021, the 22,137 vested shares of restricted stock units under the 2020 Equity Incentive Plan (as discussed in Note 13) are considered issued shares and therefore are included in the computation of basic earnings (loss) per share as of grant date when the shares are fully vested. Note 13 – Equity Common Stock The Company was incorporated in Nevada on April 11, 2018. As of June 30, 2021, the total authorized shares of capital stock were 200,000,000 shares consisting of 180,000,000 shares of Common Stock (“Common Stock”) and 20,000,000 shares of preferred stock (the “Preferred Stock”), each with a par value of $0.001 per share. On November 16, 2020, the Company filed an amended and restated articles of incorporation in Nevada to consummate a 2-for-1 forward split of our outstanding shares of Class A Common Stock. All share numbers of Class A Common Stock are stated at a post-split basis. The holders of Class A Common Stock shall be entitled to one vote per share in voting or consenting to the election of directors and for all other corporate purposes. The Company issued 20,000,000 shares to its founders at inception. On January 15, 2020, pursuant to a rescission and mutual release agreement with an unrelated company, the Company issued 204,496 shares of its Class A Common Stock as settlement for a payment of $ 427,010 received by the Company. On October 20, 2020, the Company entered into stock purchase agreements with Chenlong Tan and Allan Huang (the “Founders”) pursuant to which each of the Founders received 7,000,000 shares of the Company’s Class B Common Stock, for a purchase price of $ 0.001 per share in cash. Based on the fact that other than the total consideration of $ 14,000 (total par value of the Class B Common Stock issued), the Founders did not provide additional services or other means of considerations for the issuance of these shares of Class B Common Stock, the issuance of the Class B Common Stock to the Founders was considered as a nominal issuance, in substance a recapitalization transaction. As such, in accordance with FASB ASC 260-10-55-12 and SAB Topic 4D, the Company recorded and presented the issuance retroactively as outstanding for all reporting periods. 67 The Class B Common Stock was entitled to ten (10) votes per share in voting or consenting to the election of directors and for all other corporate purposes. In accordance with the Company’s amended and restated articles of incorporation, the Class B Common Stock was eligible to convert into shares of Class A Common Stock, on a ten-for-one basis, at any time following twelve (12) months after the Company’s completion of the initial public offering of its Class A Common Stock. Holders of Class B Common Stock had no dividend or liquidation rights until such time as their shares of Class B Common Stock were converted into shares of Class A Common Stock. As of June 30, 2020, the outstanding shares of Class B Common Stock were retroactively stated as 14,000,000 and 14,000,000, respectively. Effective April 14, 2021, the Company amended its articles of incorporation to allow conversion of its Class B Common Stock at any time after issuance. On that same date, the Class B Common stockholders, Chenlong Tan and Allan Huang, elected to convert all of their 14,000,000 outstanding shares of the Company’s Class B Common Stock into 1,400,000 shares of Class A Common Stock. On April 23, 2021, the Company further amended and restated its articles of incorporation to eliminate the Class A and Class B Common Stock designations and authorize for issuance a total of 180,000,000 shares which are solely designated as Common Stock. On May 14, 2020, the Company closed its initial public offering (“IPO”) under a registration statement effective May 11, 2021, in which it issued and sold 3,360,000 shares of its Common Stock at a purchase price of $5.00 per share. On May 21, 2021, the Company closed on the IPO’s overallotment option, selling an additional 504,000 shares of Common Stock to the IPO’s underwriters at the public offering price of $5.00 per share. The Company received net proceeds of approximately $ 16.6 million from the IPO after deducting underwriting discounts and offering expenses. On May 14, 2021, upon closing on the Company’s IPO, the Series A convertible preferred stock and Convertible Notes were converted into an aggregate of 955,716 shares of the Company’s Common Stock. On May 14, 2021, the Company issued 24,451 shares of Common Stock upon cashless exercise of warrants held by Boustead Securities LLC, the placement agent for the Company’s private placement offerings completed in December 2020 and January 2021. As of June 30, 2021 and 2020, there were 26,448,663 and 20,204,496 shares of Common Stock issued and outstanding, respectively. Preferred Stock The Preferred Stock was authorized as “blank check” series of Preferred Stock, providing that the Board of Directors is expressly authorized, subject to limitations prescribed by law, by resolution or resolutions and by filing a certificate pursuant to the applicable law of the State of Nevada, to provide, out of the authorized but unissued shares of Preferred Stock, for series of Preferred Stock, and to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. See Note 13 below for details of Series A Convertible Preferred Stock issued on December 30, 2020. Equity Incentive Plan On May 5, 2021, the Company’s Board adopted, and its stockholders approved and ratified, the iPower Inc. Amended and Restated 2020 Equity Incentive Plan (the “Plan”). The Plan allows for the issuance of up to 5,000,000 shares of Common Stock, whether in the form of options, restricted stock, restricted stock units, stock appreciation rights, performance units, performance shares and other stock or cash awards. The general purpose of the Plan is to provide an incentive to the Company’s directors, officers, employees, consultants and advisors by enabling them to share in the future growth of the Company’s business. Following completion of the IPO on May 11, 2021, pursuant to their letter agreements, the Company awarded 46,546 restricted stock units (“RSUs”) under the Plan to its independent directors, Chief Financial Officer, and certain other employees and consultants, all of which are subject to certain vesting conditions in the next 12 months and restrictions until filing of a Form S-8 for registration of the shares. The fair value of the RSUs was determined to be based on $5.00 per share, the initial listing price of the Company’s common stock on the grant date. As of June 30, 2021, the Company had granted total of 46,546 RSUs, of which 22,137 were fully vested upon issuance and 24,409 remain subject to certain vesting conditions. For the year ended June 30, 2021, the Company recorded $ 110,683 of stock-based compensation expense. There was no forfeiture occurred during the year ended June 30, 2021. As of June 30, 2021, the unvested number of RSUs was 24,409 and the unamortized expense was $ 122,045 . 68 Note 14 – Series A Convertible Preferred Stock On December 30, 2020, the Company closed a private placement and issued a total of 34,500 shares of Series A Convertible Preferred Stock, par value $0.001 per share, to a total of three accredited investors, at a purchase price of $10.00 per share, for a total purchase price of $ 345,000 in cash. Pursuant to the certificate of designations, the Series A Convertible Preferred Stock automatically converts into shares of the Class A Common Stock (the “Conversion Shares”) at a conversion price equal to 70% of the initial price per share of the Class A Common Stock. If the IPO has not occurred by December 31, 2021, the Company would be obligated to redeem and repurchase for cash all of the outstanding shares of Series A Convertible Preferred Stock for a purchase price equal to (a) the product of multiplying the $10.00 Stated Value of each outstanding share of Series A Convertible Preferred Stock by the total number of outstanding shares of Series A Convertible Preferred Stock, plus (b) all accrued and unpaid Dividends at 9% per annum. In the event that the Series A Convertible Preferred Stock are converted into Conversion Shares, no Dividend shall accrue or be payable. In connection with this private placement, the Company paid $ 27,600 in cash and issued warrants to purchase 2,415 shares of Series A Convertible Preferred Stock to Boustead Securities, LLC (the “Placement Agent”) as compensation, which was recorded as financing expense. The exercise price of the warrants was $ 10 per share. The warrants were recorded as liability. See Note 14 below for detail. The redemption feature creates an obligation to the Company requiring it to redeem the Preferred Shares for cash on December 31, 2021, if an IPO does not occur. Upon an IPO, the Conversion Option is settleable with a variable number of the Company’s shares resulting in a fixed monetary amount known at inception in accordance with ASC 480-10-25-14a. The Series A convertible preferred stock are mandatorily redeemable and should be classified as a liability in accordance with ASC 480-10 and the Company has elected to record the Series A Convertible Preferred Stock at fair value with changes in fair value recorded through earnings under the ASC 825-10-15-4 fair value option (“FVO”) election. Under the FVO election the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. As of May 14, 2021, the closing date of the IPO, the fair value was $ 492,860 which was measured based on the fixed monetary amount of the convertible share upon IPO and the probability of IPO. The change in fair value of $ 147,860 was recorded as other non-operating expense. On May 14, 2021, upon closing on the Company’s IPO, all outstanding shares of Series A convertible preferred stock were converted into an aggregate of 98,572 shares of the Company’s Common Stock. As of June 30, 2021 and 2020, respectively, the Company had 0 shares of Preferred Stock issued and outstanding. Note 15 – Warrant liabilities The Company’s warrant liabilities contained unobservable inputs that reflected the Company’s own assumptions in which there was little, if any, market activity as of the measurement date. Accordingly, the Company’s warrant liabilities were measured at fair value on a recurring basis using unobservable inputs and were classified as Level 3 measurements. On December 30, 2020, the Company issued warrants to purchase 2,415 shares of Series A Convertible Preferred Stock to Boustead Securities, LLC (the “Placement Agent”) as compensation, which was recorded as financing expense. The exercise price of the warrants is $ 10 per share and expires in five years from the issuance date. This Series A Preferred Stock warrant were valued using Black Scholes Option Pricing Model at issuance date and recorded $ 8,047 as financing expense and warrant liability. On January 27, 2021, the Company completed a private placement offering pursuant to which the Company sold to two accredited investors an aggregate of $ 3,000,000 in Convertible Notes and warrants to purchase shares of Class A Common Stock equaling 80% of the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes. The convertible note warrants shall be exercisable for a period of three years from the IPO completion date at a per share exercise price equal to the IPO. In accordance with the terms of the warrants, in the event the Convertible Notes are repaid in cash by the Company, the warrants issued in conjunction with the Convertible Notes will expire and have no further value. 69 In connection with the Convertible Note offering, the Company also issued placement agent warrants to purchase 7.0% of the shares of Common Stock underlying the Convertible Notes exercisable at the conversion price of the Convertible Note (the “Conversion Price”). The placement agent warrants had an exercise period of five years from the issuance date. On May 14, 2021, upon closing of its IPO, the Company remeasured the warrants to fair value using the Modified Black Scholes Option Pricing Model, based on the expected fair value of the underlying stock with the following assumptions: Schedule of assumptions for warrant liabilities As of May 14, 2021 Expected term 1 day to 3 years Expected volatility 3.3% to 58% Risk-free interest rate 0.35% to 0.92% Expected dividend rate 0% Probability 100% As of May 14, 2021, the fair value of the warrant liabilities was $1,361,347, which includes $4,610 preferred stock warrant, $ 1,324,668 warrants issued to the Convertible Note investors and $32,069 warrants issued to the placement agent. The increase in fair value immediately before the IPO was $ 617,593 , which was reported in other non-operating expenses for the year ended June 30, 2021. Upon closing the IPO on May 14, 2021, the Placement Agent exercised its warrants in full to purchase a total of 24,451 shares of the Company’s Common Stock and, as such, there were no placement agent warrants outstanding as of June 30, 2021. At the same time, the outstanding warrants held by the Convertible Note investors were reclassed to additional paid in capital as the terms became fixed upon closing of the IPO. Through June 30, 2021, none of the private placement investors exercised any of their warrants. Note 16 - Concentration of risk Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. As of June 30, 2021 and 2020, $ 6,651,705 and $ 977,635 , respectively, were deposited with various major financial institutions in the United States. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250,000. The Company had approximately $ 5.4 million and $ 0.5 million, respectively, in excess of the FDIC insurance limit, as of June 30, 2021 and 2020. Accounts receivable are typically unsecured and derived from revenue earned from customers, thereby exposing the Company to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances. The Company maintains reserves for estimated credit losses, and such losses have generally been within expectations. Customer and vendor concentration risk For years ended June 30, 2021 and 2020, Amazon Vendor and Amazon Seller customers accounted for 80 % and 71 % of the Company's total revenues, respectively. As of June 30, 2021 and 2020, accounts receivable from Amazon Vendor and Amazon Seller accounted for 98 % and 95 % of the Company’s total accounts receivable. 70 For the years ended June 30, 2021 and 2020, three suppliers accounted for 38 % ( 18 %, 10 % and 10 %) and two suppliers accounted for 38.5 % ( 25.2 % and 13.3 %) of the Company's total purchases, respectively. As of June 30, 2021, accounts payable to two suppliers accounted for 11 % and 10 % of the Company’s total accounts payable. As of June 30, 2020, accounts payable to three suppliers accounted for 26 %, 13 % and 12 %, respectively, of the Company’s total accounts payable. Note 17 - Commitments and contingencies Lease commitment The Company has adopted ASC842 since its inception date, April 11, 2018. The Company has entered into a lease agreement for office and warehouse space with a lease period from December 1, 2018 until December 31, 2020. On August 24, 2020, the Company negotiated for new terms to extend the lease. As a result, the lease term was amended and extended through December 31, 2023. On September 1, 2020, in addition to the primary fulfillment center, the Company leased a second fulfillment center in City of Industry, California. The base rental fee is $27,921 to $29,910 per month through October 31, 2023. Total commitment for the full term of these leases is $ 2,346,200 . $ 1,819,421 and $ 262,875 of operating lease right-of-use assets and $ 1,901,496 and $ 262,875 of operating lease liabilities were reflected on the June 30, 2021 and 2020 financial statements, respectively. Years Ended June 30, 2021 and 2020: Lease cost and other information Lease cost 6/30/2021 6/30/2020 Operating lease cost (included in G&A in the Company's statement of operations) $ 744,149 $ 528,186 Other information Cash paid for amounts included in the measurement of lease liabilities $ 663,214 $ 528,530 Remaining term in years 2.25 0.5 Average discount rate - operating leases 8 % 8 % The supplemental balance sheet information related to leases for the period is as follows: Operating leases 6/30/2021 6/30/2020 Right of use asset - non-current $ 1,819,421 $ 262,875 Lease Liability - current 731,944 262,875 Lease Liability - non-current 1,169,552 – Total operating lease liabilities $ 1,901,496 $ 262,875 Maturities of the Company’s lease liabilities are as follows: Maturities of lease liabilities Operating Lease For Year ending June 30: 2022 847,845 2023 859,881 2024 371,640 Less: Imputed interest/present value discount ( 177,870 ) Present value of lease liabilities $ 1,901,496 71 Contingencies Except as disclosed below, the Company is not currently a party to any material legal proceedings, investigation or claims. However, the Company may, from time to time, be involved in legal matters arising in the ordinary course of its business. While the Company is not presently subject to any material legal proceedings, there can be no assurance that such matters will not arise in the future or that any such matters in which the Company is involved, or which may arise in the ordinary course of the Company’s business, will not at some point proceed to litigation or that such litigation will not have a material adverse effect on the business, financial condition or results of operations of the Company. Pursuant to an engagement agreement, dated and effective August 31, 2020 (the “Engagement Agreement”), with Boustead Securities LLC (“Boustead”), the Company engaged Boustead to act as its exclusive placement agent for private placements of its securities and as a potential underwriter for its initial public offering. On February 28, 2021, the Company informed Boustead that it was terminating the Engagement Agreement and any continuing obligations the Company may have had under its terms. On April 15, 2021, the Company provided formal written notice to Boustead of its termination of the Engagement Agreement and all obligations thereunder, effective immediately. On April 30, 2021, Boustead filed a statement of claim with the Financial Institute Regulatory Authority, or FINRA, demanding to arbitrate the dispute, and is seeking, among other things, monetary damages against the Company and D.A. Davidson & Co. The FINRA arbitration has been scheduled for June 20, 2022. The Company has agreed to indemnify D.A. Davidson & Co. and the other underwriters against any liability or expense they may incur or be subject to arising out of the Boustead dispute. Additionally, Chenlong Tan, the Company’s Chairman, President and Chief Executive Officer and a beneficial owner more than 5% of the Company’s Common Stock, has agreed to reimburse the Company for any judgments, fines and amounts paid or actually incurred by the Company or an indemnitee in connection with such legal action or in connection with any settlement agreement entered into by the Company or an indemnitee up to a maximum of $3.5 million in the aggregate, with the sole source of funding of such reimbursement to come from sales of shares then owned by Mr. Tan. In an effort to contain or slow the COVID-19 outbreak, authorities across the world have implemented various measures, some of which have been subsequently rescinded or modified, including travel bans, stay-at-home orders and shutdowns of certain businesses. The Company anticipates that these actions and the global health crisis caused by the COVID-19 outbreak, including any resurgences, will continue to negatively impact global economic activity. While the COVID-19 outbreak has not had a material adverse impact on the Company’s operations to date, it is difficult to predict all of the positive or negative impacts the COVID-19 outbreak will have on the Company’s business. Note 18 - Subsequent events Lease of Property On July 28, 2021, the Company entered into a Lease agreement (the “Lease Agreement”) with 9th & Vineyard, LLC, a Delaware limited liability company (the “Landlord”), to lease from the Landlord approximately 99,347 square feet of space located at 8798 9th Street, Rancho Cucamonga, California (the “Premises”). The Company expects to use the Premises for the storage and distribution of hydroponic equipment, lighting and garden accessories, home products, pet products, other consumer products and other ancillary uses. The term of the Lease Agreement is for 62 months, commencing on the date on which the Landlord completes certain proscribed improvements on the property (the “Rent Commencement Date”). The Lease Agreement does not provide for an option to renew. Under the terms of the Lease Agreement, the Company paid an initial security deposit of $228,498.10 and, upon the Rent Commencement Date (which shall be the date on which the Premises shall be delivered to the Company following completion of certain improvements to be made by the Landlord, with such delivery to be on or before November 15, 2021), the Company’s initial monthly base rent (the “Base Rent”) will be approximately $114,249.05 and will increase on each anniversary of the Rent Commencement Date as follows: Months Price Per Square Foot of the Premises Per Month Monthly Base Rent 1-12 $1.15 per square foot per month $114,249.05 13-24 $1.19 per square foot per month $118,222.93 25-36 $1.23 per square foot per month $122,196.81 37-48 $1.27 per square foot per month $126,170.69 49-60 $1.31 per square foot per month $130,144.57 61-62 $1.36 per square foot per month $135,111.92 In addition, the Company will be responsible for its pro rata share of certain costs, including utility costs, insurance and common area costs, as further detailed in the Lease Agreement. Following the Rent Commencement Date, the first two months of the Base Rent will be abated. 72 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.