Item 1A. Risk Factors
Item
1A. Risk Factors.
As
a smaller reporting company, we are not required to include risk factors in this Report. However, below are a number of material risks,
uncertainties and other factors that could have a material effect on the Company and its operations as a result of recent developments.
You should carefully consider the risks described below before purchasing our common stock. The risks highlighted here are not the only
ones that we may face. For example, additional risks presently unknown to us or that we currently consider immaterial or unlikely to
occur could also impair our operations. If any of the risks or uncertainties described below or any such additional risks and uncertainties
actually occur, our business, prospects, financial condition, or results of operations could be negatively affected, and you might lose
all or part of your investment.
We
are, and may continue to be, subject to litigation including individual and class action lawsuits, as well as investigations and enforcement
actions by regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely,
could harm our business, financial condition, and operating results.
As
discussed in “Item 1. Business - Recent Developments,” we are, and from time to time may become, subject to litigation and
various legal proceedings, including litigation and proceedings related to stockholder derivative suits, class action lawsuits and other
matters, that involve claims for substantial amounts of money or for other relief or that might necessitate changes to our business or
operations. In addition to this, we have been, currently are, and may from time to time become subject to, government and regulatory
investigations, inquiries, actions or requests, other proceedings and enforcement actions alleging violations of laws, rules, and regulations,
both foreign and domestic. The defense of these actions may be both time consuming and expensive. We evaluate these litigation claims
and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the monetary amount of potential
losses. Based on these assessments and estimates, we may establish reserves and/or disclose the relevant litigation claims or legal proceedings,
as and when required or appropriate. These assessments and estimates are based on information available to management at the time of
such assessment or estimation and involve a significant amount of judgment. As a result, actual outcomes or losses could differ materially
from those envisioned by our current assessments and estimates. Our failure to successfully defend or settle any of these litigations
or legal proceedings could result in liability that, to the extent not covered by our insurance, could have an adverse effect on our
business, financial condition and results of operations.
The
scope, determination, and impact of claims, lawsuits, government and regulatory investigations, enforcement actions, disputes, and proceedings
to which we are subject cannot be predicted with certainty, and may result in:
●
substantial
payments to satisfy judgments, fines, or penalties;
●
substantial
outside counsel, advisor, and consultant fees and costs;
●
substantial
administrative costs, including arbitration fees;
●
loss
of productivity and high demands on employee time;
●
criminal
sanctions or consent decrees;
●
termination
of certain employees, including members of our executive team;
●
barring
of certain employees from participating in our business in whole or in part;
●
orders
that restrict our business or prevent us from offering certain products or services;
●
changes
to our business model and practices
●
delays
to planned transactions, service launches or improvements; and
●
damage
to our brand and reputation.
15
We
are, and may continue to be, subject to securities litigation, which is expensive and could divert management attention, cause harm to
our reputation and result in significant damages for which we could be responsible.
We
are subject to securities class action litigation, which is expensive, could divert our management’s attention, harm our reputation,
and leave us liable for substantial damages. For example, as discussed in “Item 1. Business - Recent Developments,” on December
9, 2022, Piero Crivellaro, purportedly on behalf of the persons or entities who purchased or acquired publicly traded securities of the
Company between February 2021 and November 2022, filed a putative class action against the Company, certain of our officers and directors,
and other defendants in the United States District Court for the Eastern District of New York, alleging violations of federal securities
laws related to alleged false or misleading disclosures made by the Company in its public filings. The plaintiff seeks unspecified damages,
plus interest, costs, fees, and attorneys’ fees. As this action is still in the early stage, the Company cannot predict the outcome,
and certain of our officers in the U.S. District Court for the Eastern District of New York.
Litigation
of this type could result in substantial costs and diversion of management’s attention and resources, which could adversely impact
our business. Any adverse determination in litigation could also subject us to significant liabilities.
We
are responsible for the indemnification of our officers and directors.
Should
our officers and/or directors require us to contribute to their defense, we may be required to spend significant amounts of our capital.
Our Certificate of Incorporation and bylaws also provide for the indemnification of our directors, officers, employees, and agents, under
certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of our company. This indemnification policy could result in substantial expenditures,
which we may be unable to recoup. If these expenditures are significant or involve issues which result in significant liability for our
key personnel, we may be unable to continue operating as a going concern.
We
depend on a limited number of major customers who are able to exert a high degree of influence over us and the loss of a major customer
could adversely impact our business.
For
the years ended June 30, 2023 and 2024, one customer, Chongqing Iron & Steel Ltd., accounted for 77.2%and 52.7% of our revenues,
respectively. There can be no assurance that our major customer will continue to purchase our services in the same amount that it has
in the past. The loss of our major customer or a material reduction in sales to a major customer could have a material adverse effect
on our sales and results of operations. Additionally, given the high concentration of our customer base, a default by or a significant
reduction in future transactions with our major customer could materially reduce our revenues, profitability, liquidity and growth prospects.
We
depend on a limited number of suppliers who are able to exert a high degree of influence over us and the loss of our major suppliers
could adversely impact our business.
For
the year ended June 30, 2024, two suppliers accounted for approximately 21.2% and 20.1% of our total purchases, respectively. For the
year ended June 30, 2023, two suppliers accounted for approximately 19.6%
and 19.5% of our total purchases, respectively. There can be no assurance that our major suppliers will continue to supply us
with the materials or services required to operate our business in the same amount that they have in the past. The loss of our major
suppliers or a material reduction in the materials or services they provide to us could have a material adverse effect on our business
and results of operations.
Additionally,
due to the unpredictable nature of COVID-19 regulations in China, our suppliers based in China may be affected by COVID-19 related issues
such as shutdowns and delays. This may cause us to become unable to fulfill our customer orders on a timely basis, which may cause us
to cancel orders and provide refunds, as demonstrated in our settlement with SOSNY.
Our
growth depends in part on the success of our relationships with third parties, including our solar partners.
A
key component of our growth strategy is to develop or expand our relationships with third parties. For example, we are investing resources
in establishing strategic relationships with market players across a variety of industries to generate new customers. These programs
may not roll out as quickly as planned or produce the results we anticipated. A significant portion of our business depends on attracting
and retaining new and existing solar partners. Negotiating relationships with our solar partners, investing in due diligence efforts
with potential solar partners, training such third parties and contractors, and monitoring them for compliance with our standards require
significant time and resources and may present greater risks and challenges than expanding a direct sales or installation team. If we
are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to grow our business and address
our market opportunity could be impaired. Even if we are able to establish and maintain these relationships, we may not be able to execute
on our goal of leveraging these relationships to meaningfully expand our business, brand recognition and customer base. This would limit
our growth potential and our opportunities to generate significant additional revenue or cash flows.
16
We
and our potential solar partners depend on a limited number of suppliers of solar panels, and other system components to adequately meet
anticipated demand for our solar panel offerings. Any shortage, bottlenecks, delay, detentions, or component price change from these
suppliers, or the acquisition of any of these suppliers by a competitor, could result in sales and installation delays, cancellations,
and loss of market share.
We
and our potential solar partners purchase solar panels, and other system components from a limited number of suppliers, making us susceptible
to quality issues, shortages, bottlenecks, and price changes. If we or our potential solar partners fail to develop, maintain and expand
our relationships with these or other suppliers, we may be unable to adequately meet anticipated demand for our solar service offerings,
or we may only be able to offer our systems at higher costs or after delays. If one or more of the suppliers that we or our solar partners
rely upon to meet anticipated demand ceases or reduces production, we may be unable to quickly identify alternate suppliers or to qualify
alternative products on commercially reasonable terms, and we may be unable to satisfy this demand.
The
acquisition of a supplier by one of our competitors could also limit our access to such components and require significant redesigns
of our solar energy systems or installation procedures and have a material adverse effect on our business.
The
restatement of our prior financial statements may affect investor confidence and raise reputational issues and may subject us to additional
risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings and regulatory inquiries.
As
discussed in our Current Form on Form 8-K filed on February 28, 2023, as amended by Amendment No. 1 filed on March 6, 2023, we determined
to restate our financial statements as of and for the year ended June 30, 2021, three and six months ended September 30, 2021 and three
and nine months ended December 31, 2021 after we identified errors related to, incorrect accounting treatment of related party loan receivable,
incorrect recognition of revenue from freight shipping services and incorrect accounting treatment of recovery (provision) for doubtful
accounts. As a result of these errors and the resulting restatements of our financial statements for the impacted periods, we have incurred,
and may continue to incur, unanticipated costs for accounting and legal fees in connection with or related to the restatements, and have
become subject to a number of additional risks and uncertainties, including the increased possibility of litigation and regulatory inquiries.
Any of the foregoing may affect investor confidence in the accuracy of our financial disclosures and may raise reputational risks for
our business, both of which could harm our business and financial results.
We
have identified material weaknesses in our internal control over financial reporting and have determined to restate our previously issued
financial statements. If our remediation of these material weaknesses is not effective, or if we fail to develop and maintain an effective
system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements
or comply with applicable laws and regulations could be impaired. In addition, the presence of material weaknesses increases the risk
of a material misstatement of our consolidated financial statements.
As
a public company, we are required, pursuant to Section 404(a) of the Sarbanes-Oxley Act, to furnish a report by management on, among
other things, the effectiveness of our internal control over financial reporting in our Annual Report on Form 10-K. Effective internal
control over financial reporting is necessary for reliable financial reports and, together with adequate disclosure controls and procedures,
such internal controls are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered
in their implementation, could cause our Company to fail to meet our reporting obligations. Ineffective internal controls could also
cause investors to lose confidence in reported financial information, which could have a negative effect on the trading price of our
common stock.
Our
management’s assessment must include disclosure of any material weaknesses identified by management in our internal control over
financial reporting. Our management’s assessment could detect problems with internal controls. Undetected material weaknesses in
internal controls could lead to financial statement restatements and require our Company to incur the expense of remediation.
A
material weakness is a deficiency or combination of deficiencies in a company’s internal control over financial reporting such
that there is a reasonable possibility that a material misstatement of its consolidated financial statements would not be prevented or
detected on a timely basis. This deficiency could result in additional misstatements to its consolidated financial statements that would
be material and would not be prevented or detected on a timely basis.
17
As
discussed in “Item 9.A Controls and Procedures - Disclosure Controls and Procedures,” under the supervision and with the
participation of our management, we conducted an assessment of the effectiveness of our disclosure controls and procedures as of June
30, 2024. Based on the foregoing evaluation, our Chief Operating Officer concluded that the Company’s disclosure controls and procedures
were not effective due to ineffective internal controls over financial reporting that stemmed from the following material weaknesses
for the year ended and as of June 30, 2024:
● Lack
of segregation of duties for accounting personnel who prepared and reviewed the journal entries in some of the subsidiaries within the
consolidation, lack of supervision, coordination and communication of financial information between different entities within the Group;
● Lack
of a full time U.S. GAAP personnel in the accounting department to monitor the recording of the transactions which led to error in revenue
recognition in previously issued financial statements;
● Lack
of resources with technical competency to address, review and record non-routine or complex transactions under U.S. GAAP;
● Lack
of management control reviews of the budget against actual with analysis of the variance with a precision that can be explained through
the analysis of the accounts;
● Lack
of proper procedures in identifying and recording related party transactions which led to restatement of previously issued financial
statements (See Note 1 of the accompanying consolidated financial statement footnotes);
● Lack
of proper procedures to maintain supporting documents for accounting record; and
● Lack
of proper oversight for the Company’s cash disbursement process that led to misuse of the Company funds by its former executive.
In
order to remediate the material weaknesses stated above, we intend to implement the following policies and procedures:
● Hiring
additional accounting staff to report the internal financial timely;
● Reporting
other material and non-routine transactions to the Board and obtain proper approval;
● Recruiting
additional qualified professionals with appropriate levels of U.S. GAAP knowledge and experience to assist in resolving accounting issues
in non-routine or complex transactions;
● Developing
and conducting U.S. GAAP knowledge, SEC reporting and internal control training to senior executives, management personnel, accounting
departments and the IT staff, so that management and key personnel understand the requirements and elements of internal control over
financial reporting mandated by the U.S. securities laws;
● Setting
up budgets and developing expectations based on understanding of the business operations, compare the actual results with the expectations
periodically and document the reasons for the fluctuations with further analysis. This should be done by CFO and reviewed by CEO upon
their communications with the Board;
● Strengthening
our corporate governance;
● Setting
up policies and procedures for the Company’s related party identification to properly identify, record and disclose related party
transactions; and
● Setting
up proper procedures for the Company’s fund disbursement process to ensure that cash is disbursed only upon proper authorization,
for valid business purposes, and that all disbursements are properly recorded.
18
We
cannot provide assurance that these or other measures will fully remediate our material weaknesses in a timely manner. If our remediation
of these material weaknesses is not effective, it may cause our Company to become subject to investigation or sanctions by the SEC. It
may also adversely affect investor confidence in our Company and, as a result, the value of our common stock. There can be no assurance
that all existing material weaknesses have been identified, or that additional material weaknesses will not be identified in the future.
In addition, if we are unable to continue to meet our financial reporting obligations, we may not be able to remain listed on Nasdaq.
Our
ability to maintain compliance with Nasdaq continued listing requirements, including whether we are able to maintain the closing bid
price of our common stock, could result in the delisting of our common stock.
Our
common stock is currently listed on The Nasdaq Capital Market (“Nasdaq”). To maintain this listing, we must satisfy minimum
financial and other requirements.
On
July 7, 2023, the Company received a notification from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rules
due to its failure to timely hold an annual meeting of shareholders for the fiscal year ended June 30, 2022, which is required to be
held within twelve months of the Company’s fiscal year end under Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G). On October 19,
2023, the Company received a formal notification from the Nasdaq confirming that the Company had regained compliance with Listing Rule
5620(a), and that the matter is now closed.
On
July 13, 2023, the Company received a notice from Nasdaq stating that the Company no longer complies with Nasdaq’s independent
director and audit committee requirements under Nasdaq’s Listing Rule 5605 following the resignation of Tieliang Liu from the Company’s
board of directors and audit committee effective July 3, 2023. Nasdaq advised the Company that in accordance with Nasdaq’s Listing
Rule 5605(c)(4), the Company has a cure period to regain compliance (1) until the earlier of the Company’s next annual shareholders’
meeting or July 3, 2024; or (2) if the next annual shareholders’ meeting is held before January 2, 2024, then the Company must
evidence compliance no later than January 2, 2024. In response to this notice, on July 31, 2023, the Company elected Mr. Zhongliang Xie
as a Class II independent director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy on
the Board resulting from the resignation of Mr. Tieliang Liu. The Board appointed Mr. Xie to serve as Chair of the Audit Committee, a
member of the Compensation Committee and a member of the Nominating and Corporate Governance Committee.
On
July 13, 2023, the Company received a notice from Nasdaq stating that the Company failed to regain compliance with respect to the minimum
$1 bid price per share requirement under Nasdaq Listing Rules during the 180 calendar days given by Nasdaq for the Company to regain
compliance, which ended on July 5, 2023. However, Nasdaq has determined that the Company is eligible for an additional 180 calendar day
period, or until January 2, 2024, to regain compliance. On January 3, 2024, the Company received a notification from Nasdaq, notifying
the Company of the determination to delist the Company’s securities from Nasdaq because of the Company’s failure to regain
compliance with the $1 per share bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).
On March 12, 2024, the Company received a formal notification from Nasdaq confirming that the Company had regained compliance with bid
price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).
There
can be also no assurance that our stock price will meet the minimum bid price requirement or we will meet other requirements for continued
listing on Nasdaq. If our common stock is delisted from Nasdaq and we are unable to list our common stock on another national securities
exchange, we expect our common stock would be quoted on an over-the-counter market. If this were to occur, we and our stockholders could
face significant material adverse consequences, including the limited availability of market quotations for our common stock; substantially
decreased trading in our common stock; decreased market liquidity of our common stock as a result of the loss of market efficiencies
associated with Nasdaq and the loss of federal preemption of state securities laws; an adverse effect on our ability to issue additional
securities or obtain additional financing in the future on acceptable terms, if at all; potential loss of confidence by investors, suppliers,
partners, and employees and fewer business development opportunities; and limited news and analyst coverage. Additionally, the market
price of our common stock may decline further, and stockholders may lose some or all of their investment.
For
additional risks relating to our operations, see the section titled “Risk Factors” contained in our Registration Statement
on Form S-3, filed with the SEC on September 9, 2024 and other filings we file with the SEC from time to time.
19