Item 7. Management’s Discussion and Analysis
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The
following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction
with our consolidated financial statements and the related notes included elsewhere in the Report. This discussion contains forward-looking
statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those
anticipated in these forward-looking statements as a result of various factors.
Overview
We
previously focused on providing customized freight logistics services, but starting in 2017, we began exploring new opportunities to
expand our business and generate more revenue. These opportunities ranged from complementary businesses to other new service and product
initiatives. In the fiscal years 2023 and 2024, while we continued to provide our freight logistics business, we expanded our services
to include warehousing services provided by our US subsidiary Brilliant Warehouse Service Inc. On January 3, 2022, we changed our corporate
name to Singularity Future Technology Ltd. to align with our entry into the digital assets business through our U.S. subsidiaries. During
2022, we engaged in purchases and sales of cryptocurrency mining machines through our U.S. subsidiaries.
For the fiscal year ended June 30, 2024, we were engaged in providing
freight logistics services including warehouse services, which were operated by our subsidiaries Trans Pacific Shipping Limited and Gorgeous
Trading Ltd. and Brilliant Warehouse Service Inc in the United States, . Our range of services include transportation, warehouse, collection,
last-mile delivery, drop shipping, customs clearance, and overseas transit delivery. For the fiscal year ended June 30, 2024, the Company
did not sell crypto-mining machines.
We
have not generated any revenues to date with respect to our entry into the solar panel production and distribution business.
21
Recent
Developments
Reverse
Stock Split
On
February 9, 2024, the Company effectuated a 1-for-10 reverse stock split of its common stock. Beginning on February 12, 2024, the Company’s
common stock trades on The Nasdaq Stock Market on a split adjusted basis. Upon effectiveness of the reverse stock split, every 10 shares
of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional
shares were issued. Instead, any fractional shares that would have resulted from the split was rounded up to the next whole number. Trading
in the common stock continues on the Nasdaq Stock Market under the symbol “SGLY”. The new CUSIP number for the common stock
following the reverse stock split is 82935V 307. The reverse stock split was intended to increase the per share trading price of the
Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing of the common stock on the NASDAQ
Stock Market. The reverse stock split did not affect the number of total authorized shares of common stock of the Company.
Nasdaq
Listing Deficiencies
On
January 3, 2024, the Company received a Staff determination notice from Nasdaq notifying the Company of the Staff’s determination
to delist the Company’s securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share
minimum bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2). Pursuant to
the Nasdaq letter, unless the Company requested an appeal of the determination notice, trading of the Company’s common stock would
be suspended at the opening of business on January 12, 2024. The Company appealed the delisting determination to a Hearings Panel, and
hearing was scheduled to be held on March 28, 2024. The Company’s common stock would continue to be listed for trading pending
the Hearing Panel’s decision. As discussed in “Prospectus Summary - Recent Developments – Reverse Stock Split,”
the Company effectuated a 1-for-10 reverse stock split of its common stock on February 9, 2024. Beginning on February 12, 2024, the Company’s
Common Stock trades on The Nasdaq Stock Market on a split adjusted basis.
On
March 12, 2024, the Company received a formal notification from the Nasdaq Stock Market LLC 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). Consequently,
the scheduled hearing before the Hearings Panel on March 28, 2024 had been cancelled.
Receipt
of SEC Subpoena
As
previously disclosed, on February 28, 2023 , the audit committee of the Company, after discussion with the management of the Company,
and in consultation with the Company’s independent registered public accounting firm, concluded that the Company’s previously
issued financial statements for the fiscal year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission (the “SEC”) on November 29, 2021 (the “2021 Form 10-K”) should no
longer be relied upon as a result of incorrect accounting treatment of approximately $4.6 million of related party loan receivable. The
audit committee also concluded that the financial statements for the quarters ended September 30, 2021 and December 31, 2021 included
in the Company’s Quarterly Reports on Form 10-Q (the “2021 Form 10-Qs,” collectively with the 2021 Form 10-K, the “Affected
Reports”), filed with the SEC on November 12, 2021 and February 14, 2022, respectively, should no longer be relied upon as a result
of incorrect recognition of revenue from freight shipping services in the amount of $980,200 for the three months ended September 30,
2021 and six months ended December 31, 2021. The Company corrected the errors referenced above in an amendment to (1) the 2021 Form 10-K
(the “Amended Form 10-K”) and (2) each of the 2021 Form 10-Qs (the “Amended Form 10-Qs,” collectively with the
Amended Form 10-K, the “Restatements”).
On
June 17, 2024, the Company received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting the production
of certain documents related to an investigation by the SEC regarding the Restatements (the “Investigation”). Because the
Investigation is at an early stage, the Company cannot predict its outcome, duration, or any potential consequences at this time. The
SEC has not advised the Company that it has concluded any legal violation has occurred, but any Investigation potentially could result
in government enforcement actions and, to civil and/or criminal sanctions under relevant laws. The Company intends to cooperate with
the SEC with respect to the Investigation.
Entry
into Joint Venture
On August 22, 2024, New Energy Tech Ltd., (“New Energy”)
a New York corporation and wholly owned subsidiary of the Company, entered into a certain joint venture agreement (the “JV Agreement”)
with Market One Service Corp., a corporation organized under the laws of Wyoming, (“Market One”). Pursuant to the JV Agreement,
among other things and subject to the terms and conditions contained therein, New Energy and Market One agreed to establish a limited
company under the laws of Ohio, SG Campbells Creek Commodities (the “JV”), to engage in the business of commodity trading
. The parties also plan to expand into the sale of solar panels.
22
Impact
of COVID-19
The
outbreak of the COVID-19 virus (“COVID-19”) starting from late January 2020 in the PRC spread rapidly to many parts of the
world. In March 2020, the World Health Organization declared COVID-19 as a pandemic.
In
early December 2022, the Chinese government eased its strict control measures for COVID-19, which led to a surge in increased infections
and disruptions in our business operations. In 2023, our China operation continued to suffer from the impact of COVID-19, although to
a lesser extent. The impact of any future impact of COVID-19 on the Company’s China operational results will depend on, to a large
extent, on the duration and resurgence of COVID-19 variants and the actions taken by government authorities to contain COVID-19 or treat
its impact, almost all of which are beyond our control.
The
impact of COVID-19 on our business, financial condition, and results of operations include, but are not limited to, the following:
* Our
customers have been negatively impacted by the pandemic, which reduced their demand for freight logistics services. As a result, our
revenue for the year ended June 30, 2022 was down by approximately $1.2 million, or 22.6% and our freight revenue declined slightly in
the ear ended June 30, 2023.
* Due
to travel restrictions between US and China, our new business development for existing segments or new ventures has been slowed down.
* Our
sales of crypto mining machines were materially adversely affected by COVID-19. Specifically, Crypto mining machine manufacturers were
impacted by the constrained supply of the semiconductors used in the production of the highly specialized crypto mining machines. COVID-related
issues exacerbated port congestion and intermittent supplier shutdowns and delays, resulted in delayed shipments and additional expenses
to expedite delivery. As a result, we were unable to fulfil our customer orders on a timely basis, resulting in the cancellation of orders
and the partial refund of purchases, as evident from the SOSNY settlement.
Although
the impact of COVID-19 on our operations decreased in 2023, such impact still exists and may continue to exist for an unforeseeable period
of time. The impact of any future spread of COVID-19 on the Company’s China operation will depend, to a large extent, on the duration
and resurgence of COVID-19 variants and the actions taken by government authorities to contain COVID-19 or treat its impact, almost all
of which is beyond our control.
Results
of Operations
Comparison
of the Years Ended June 30, 2024 and 2023
The
following table sets forth the results of our operations for the periods indicated:
For the Years Ended June 30,
2024
2023
Change
US $
%
US $
%
US $
%
Revenues
3,136,681
100.0 %
4,538,723
100.0 %
(1,402,042 )
(30.9 )%
Cost of revenues
3,614,947
115.2 %
3,990,654
87.9 %
(375,707 )
(9.4 )%
Gross margin
(15.2 )%
N/A
12.1 %
N/A
(27.3 )%
N/A
Selling expenses
252,278
8.0 %
232,569
5.1 %
19,709
8.5 %
General and administrative expenses
5,031,852
160.4 %
11,572,888
255.0 %
(6,541,036 )
(56.5 )%
Impairment loss of investment
-
-
128,369
2.8
(128,369 )
(100.0 )%
Impairment loss of Cryptocurrencies
72,179
2.3 %
18,279
0.4 %
53,900
294.9 %
Impairment loss of fixed assets and right of use asset
-
-
33,469
0.7 %
(33,469 )
(100.0 )%
Provision for doubtful accounts, net of recovery
87,629
2.8 %
2,827,511
62.3 %
(2,739,882 )
(96.9 )%
Stock-based compensation
-
-
329,778
7.3 %
(329,778 )
(100.0 )%
Total costs and expenses
9,058,885
288.8 %
19,133,517
421.6 %
(10,074,632 )
(52.7 )%
23
Revenues
Revenues
decreased by $1,402,042, or approximately 30.9%, to $ 3,136,681 for the year ended June 30, 2024 from $4,538,723 for the year ended June
30, 2023. The decrease was primarily due to decreased revenue from our sale of crypto mining equipment and the decline in revenues of
our freight logistics services. Revenues from our logistics services business decreased by $669,477, or approximately 17.6%, to $3,136,681
for the year ended June 30, 2024 from $3,806,158 for the year ended June 30, 2023.The Company ceased to sell crypto-mining equipment
since January 1, 2023.
The
following tables present summary information by segments for the years ended June 30, 2024 and 2023:
For the Year Ended June 30, 2024
Freight
Logistics
Services
Sales of
Crypto
Mining
Machines
Total
Net revenues*
$ 3,136,681
$ -
$ 3,136,681
Cost of revenues
$ 3,614,947
$ -
$ 3,614,947
Gross profit
$ (478,266 )
$ -
$ (478,266 )
Depreciation and amortization
$ 131,125
$ 1,070
$ 132,195
Total capital expenditures
$ (589 )
$ -
$ (589 )
Gross margin
(15.2 )%
-
(15.2 )%
For the Year Ended June 30, 2023
Freight
Logistics
Services
Sales of
Crypto
Mining
Machines
Total
Net revenues
$ 3,806,158
$ 732,565
$ 4,538,723
Cost of revenues
$ 3,990,654
$ -
$ 3,990,654
Gross profit
$ (184,496 )
$ 732,565
$ 548,069
Depreciation and amortization
$ 163,635
$ 713
$ 164,348
Total capital expenditures
$ (38,440 )
$ 2,852
$ (35,588 )
Gross margin
(4.8 )%
100 %
12.1 %
% Changes For the Years Ended
June 30, 2024 and 2023
Freight
Logistics
Services
Sales of
Crypto
Mining
Machines
Total
Net revenues
(17.6 )%
(100.0 )%
(30.9 )%
Cost of revenues
(9.4 )%
N/A %
(9.4 )%
Gross profit
159.2 %
(100.0 )%
(187.3 )%
Depreciation and amortization
(19.9 )%
50.1 %
(19.6 )%
Total capital expenditures
(98.5 )%
(100.0 )%
(98.3 )%
Gross margin
(10.4 )%
(100.0 )%
(27.3 )%
24
Disaggregated
information of revenues by geographic locations are as follows:
For the Years Ended
June 30,
June 30,
2024
2023
PRC
2,686,303
2,529,449
U.S.
450,378
2,009,274
Total revenues
$ 3,136,681
$ 4,538,723
Revenues
Freight
Logistics Services
Freight
logistics services primarily consist of cargo forwarding, brokerage, warehouse and other freight services. Revenues from freight logistics
services were $3,136,681 for the year ended June 30, 2024, a decrease of $669,477, or approximately 17.6%, as compared to $3,806,158
for the year ended June 30, 2023. The decrease in shipping revenue of approximately $826,331 from our U.S. subsidiary, Brilliant Warehouse
was due to the decline of business volume, offset in part to an increase of revenue from our PRC operation of approximately $156,854
was due to increase several new customers.
Sales
of Crypto Mining Machines
On January 10, 2022, Thor Miner entered into a purchase and sale agreement
with SOSNY, a wholly owned subsidiary of SOS Ltd. Pursuant to the agreement, Thor Miner agreed to sell to SOSNY certain cryptocurrency
mining hardware and other equipment. The total purchase price was $200,000,000 and the purchase was expected to be completed under separate
purchase orders. We recognized the sales of cryptocurrency mining equipment based on a net basis as the manufacturer of the products
was responsible for shipping and custom clearing for the products. The net revenue amounted to $732,565 for the years ended June 30, 2023.
We ceased to sell crypto-mining equipment since January 1, 2023.
Cost
of Revenues
Cost
of revenues for our freight logistics services segment mainly consisted of freight costs to various freight carriers, cost of labor,
warehouse rent and other overhead and sundry costs. Cost of revenues for our freight logistics services segment was $3,614,947 for the
year ended June 30, 2024, a decrease of $375,707, or approximately 9.4%, as compared to $3,990,654 for the year ended June 30, 2023 as
a result of reduced activity in our truck dispatch business. We determined to restrict this business to large customers in order improve
profitability.
Our
gross margin was (15.2%) and 12.1% for the years ended June 30, 2024 and 2023, respectively. This decrease in gross margin was mainly
due to decreased revenue from our freight logistics business and ceased to sell crypto-mining equipment since January 1, 2023.
Operating
Costs and Expenses
Operating
costs and expenses decreased by $10,074,632 or approximately 52.7% from $9,058,885 for the year ended June 30, 2024 compared to $19,133,517
for the year ended June 30, 2023. This decrease was mainly due to the decrease in general and administrative expenses, provision for
doubtful accounts, stock-based compensation and impairment loss of investment as more fully discussed below.
Selling
Expenses
Our
selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. For the
year ended June 30, 2024, we had $252,278 in selling expenses, as compared to $232,569 for the year ended June 30, 2023, which represents
an increase of $19,709 or approximately 8.5%. The increase was mainly due to an increase in salaries as we added to employees and
incurred increased marketing expenses for the freight logistics segment for our sales team.
25
General
and Administrative Expenses
Our
general and administrative expenses consist primarily of salaries and benefits, travel expenses for our administration department, office
expenses, and regulatory filing and professional service fees for auditing, legal and IT consulting. For the year ended June 30, 2024,
we had $5,031,852 of general and administrative expenses, as compared to $11,572,888 for the year ended June 30, 2023, representing a
decrease of $6,541,036 or approximately 56.5%. The decrease was mainly due to the decreased lawyer fees of $4,633,711 which mainly related
to legal fees relating to the Company’s special committee’s investigation of claims of alleged fraud, misrepresentation,
and inadequate disclosure raised in the Hindenburg Report and other related matters incurred in the last fiscal year.
Impairment
Loss of Cryptocurrencies
We
recorded an impairment loss of $72,179 and $18,279 for the year ended June 30, 2024 and 2023 respectively, for the cryptocurrencies held
by us as the ownership of the cryptocurrencies could not be verified.
Impairment
Loss of Fixed Assets and Right of Use Assets
We
recorded impairment losses of nil and $$33,469 for the year ended June 30, 2024 and 2023.
We
recorded no impairment charges related to fixed assets and right of use assets during the years ended June 30, 2024.
Impairment
Loss of Investment
The
Company recorded $128,369 for the year ended June 30, 2023 due to the impairment of the Company’s investment in LSM Trading Ltd.
No impairment loss was recorded for the year ended June 30, 2024.
Provision
for Doubtful Accounts, Net of Recovery
Our
total bad debt expenses amounted to approximately $87,629 for the year ended June 30, 2024, mainly due to the bad debt provision of $50,000
due the early termination of a lease agreement in Jericho, New York.
Our
total bad debt expenses amounted to approximately $2.8 million for the year ended June 30, 2023, mostly due to a $3 million wire transfer
made by our former COO, Jing Shan to Goalowen Inc. on May 5, 2023 without the Board’s authorization, as payment for the transfer
by Goalowen to the Company of an operating income right to be derived from fishing activities. The Company has demanded the return of
the $3 million but has not been successful. As of June 30, 2023, the Company reviewed the unauthorized transfer, evaluated the collection
possibility, and decided to provide 100% allowance provision with amount of USD 3 million.
Stock-based
Compensation
Stock-based
compensation was nil and $329,778 for the year ended June 30, 2024 and 2023, and we did not issue any stock compensation to employees
and directors in the fiscal year of 2024.
26
Loss
from disposal of subsidiaries and VIE
On
October 24, 2023, February 19, 2024 and April 17, 2024, the Company dissolved its subsidiaries of Ningbo Saimeinuo Web Technology Ltd.,
Thor Miner Inc. and Blumargo It Solution Ltd., respectively. Total gain from the three disposals was $ 359,781.
Since
these entities did not have any active operations prior to their disposal, the disposal did not represent a strategic change in the Company’s
business. As such, the disposal was not presented as a discontinued operation.
Lawsuit
settlement expenses
We
recorded $8.4 million in lawsuit settlement expenses for the year ended June 30, 2023, compared to nil in lawsuit settlement expenses
for the year ended June 30, 2024. The expenses were related to the lawsuits in connection with the Securities Purchase
Agreement and the Financial Advisory Agreement described in Item 1. Business – Litigation.
Other
Expenses, Net
Other
income, net was $90,649 for the year ended June 30, 2024, which mainly consisted of interest income of $185,626 and exchange loss of
$ 119,992, as compared to $74,989 for the year ended June 30, 2023, which mainly consisted of interest expense for our convertible debt
of approximately $250,000 and the gain on disposal of right of use assets and fixed assets of $190,897 .
Taxes
Our
income tax expenses amounted to nil and $135,855 for the years ended June 30, 2024 and 2023, respectively.
We
have incurred a cumulative U.S. federal net operating loss (“NOL”) of approximately $41,700,000 as of June 30, 2023, which
may reduce future federal taxable income. The NOL generated for the year ended June 30, 2024 amounted to approximately $5,500,000. The
Tax benefit derived from this NOL was approximately $1,155,000. As of June 30, 2024, our cumulative NOL amounted to approximately $47,200,000.
Our
operations in China have incurred a cumulative NOL of approximately $1,703,000 as of June 30, 2023, which was mainly from net losses.
During the year ended June 30, 2024, we generated an additional NOL of approximately $359,000 due to increased third party service cots
as a result of our special committee’s investigation. Our PRC subsidiaries’ cumulative NOL amounted to approximately $2,062,000
as of June 30, 2024, which may reduce future taxable income and will expire by 2026.
We
periodically evaluate the likelihood of the realization of our deferred tax assets and reduce the carrying amount of the deferred tax
assets by a valuation allowance to the extent we believe a portion will not be realized. Management considers new evidence, both positive
and negative, that could affect our future realization of deferred tax assets including our recent cumulative earnings experience, expectation
of future income, the carry forward periods available for tax reporting purposes and other relevant factors. We determined that it is
more likely than not our deferred tax assets would not be realized due to uncertainty on future earnings as a result of the Company’s
reorganization and venture into new businesses. We provided a 100% allowance for deferred tax assets as of June 30, 2024. The net increase
in valuation for the year ended June 30, 2024 amounted to approximately $1,196,000 based on management’s reassessment of the amount
of our deferred tax assets that are more likely than not to be realized.
Net
Loss
As
a result of the foregoing, we had a net loss of $5,471,774 for the year ended June 30, 2024, compared to a net loss of $23,098,342 for
the year ended June 30, 2023. After the deduction of non-controlling interest, net loss attributable to us was $5,108,528 for the year
ended June 30, 2024, compared to $22,996,846 for the same period in 2023. Comprehensive loss attributable to us was $5,039,492 for the
year ended June 30, 2024, as compared to $22,952,349 for the year ended June 30, 2023.
27
Liquidity
and Capital Resources
Cash
Flows and Working Capital
As
of June 30, 2024, we had $14,641,967 in cash (including cash on hand and cash in bank) and $3,094,092 in restricted cash. Our cash position
improved in the year ended June 30, 2024 due to the receipt of $9.8 million from the year-end private placement. The majority of our
cash is in banks located in the Djibouti a country in East Africa and the restricted cash is in banks located in U.S.
The
following table sets forth a summary of our cash flows for the periods as indicated:
For the Years Ended
June 30,
2024
2023
Net cash used in operating activities
$ (4,408,691 )
$ (33,643,405 )
Net cash provided by (used in) investing activities
$ 75,580
$ (2,225,708 )
Net cash provided by (used in) financing activities
$ 4,456,576
$ (2,125,420 )
Effect of exchange rate fluctuations on cash
$ 222,438
$ (448,593 )
Net increase (decrease) in cash
$ 345,903
$ (38,443,126 )
Cash at the beginning of period
$ 17,390,156
$ 55,833,282
Cash at the end of period
$ 17,736,059
$ 17,390,156
The
following table sets forth a summary of our working capital:
June 30,
June 30,
2024
2023
Variation
%
Total Current Assets
$ 18,247,523
$ 18,192,716
$ 54,807
0.3 %
Total Current Liabilities
$ 5,343,001
$ 5,031,769
$ 311,232
6.2 %
Working Capital
$ 12,904,522
$ 13,160,947
$ (256,425 )
(1.9 )%
Current Ratio
3.42
3.62
(0.20 )
(5.5 )%
In
assessing the liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity
needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. As of June 30, 2024, our
working capital was $12,904,522 and we had cash and restricted cash of approximately $17,736,059 (including $14,641,967 in cash and $3,094,092
in restricted cash). We believe our current working capital is sufficient to support our operations and debt obligations as they become
due within one year from the date of this Report.
28
Operating
Activities
Our
net cash used in operating activities was approximately $4.4 million for the year ended June 30, 2024. The operating cash outflow for
the year ended June 30, 2024 was primarily attributable to our net loss of approximately $5.5 million.
Our
net cash used in operating activities was approximately $33.6 million for the year ended June 30, 2023. The operating cash outflow for
the year ended June 30, 2023 was primarily attributable to our net loss of approximately $23.1 million which included a $8.4 million
lawsuit settlement. Our cash outflow also included deferred revenue of approximately $6.9 million where we realized revenue from the
sale of crypto mining equipment and a decrease in refund payable of $13.0 million as a result of the settlement payment to SOSNY, offset
by cash inflow consisting of advance to a related party supplier of approximately $6.2 million which we realized as the cost for the
sale of cryptocurrency equipment.
Investing
Activities
Net
cash provided by investing activities was $0.1 million for the year ended June 30, 2024 due to repayments from related parties from Zhejiang
Jinbang, which is owned by Mr. Qinggang Wang.
Net
cash used in investing activities was approximately $2.2 million for the year ended June 30, 2023. This is mainly due to an amount of
$3.0 million paid to Goalowen Inc. with an operating income right transfer contract. We also had cash inflows from repayment of a loan
receivable of approximately $0.5 million from Qinggang Wang and Lei Cao, who are related parties, and $0.09 million from the sale of
property and equipment, and repayments from related parties of approximately $0.3 million.
Financing
Activities
Net
cash provided by financing activities for the year ended June 30, 2024 was $4.5 million due to proceeds from issuance of common stock
of 9.9 million and the repayment of $5 million of convertible notes and accrued interest of $0.4 million.
Financing
activities for the year ended June 30, 2023 was mainly payment of $2.1 million for fair value of shares to be cancelled in our legal
settlement.
Critical
Accounting Estimates
The
preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the
Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make
judgments, assumptions and estimates that affect the amounts reported. Note 2, “Summary of Significant Accounting Policies”
of the notes to the financial statements included elsewhere in this Report describe the significant accounting policies and methods used
in the preparation of the Company’s consolidated financial statements. There have been no material changes to the Company’s
critical accounting estimates since the date of this Report.
Off-Balance
Sheet Arrangements
None.
29
Item
7A. Quantitative and Qualitative Disclosures about Market Risk.
Not
applicable.
Item
8. Financial Statements and Supplementary Data.
The
Company’s financial statements and the related notes, together with the report of Audit Alliance LLP, are set forth following the
signature pages of this Report.
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.