|
|
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification Number)
|
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on which registered
|
||
|
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
Smaller reporting company
|
Emerging growth company
|
PART I
|
Page
|
|
Item 1.
|
2
|
|
Item 1A
|
5
|
|
Item 1B
|
10 | |
Item 2.
|
10 | |
Item 3.
|
10 | |
Item 4.
|
10 | |
PART II
|
||
Item 5.
|
11
|
|
Item 6.
|
12 | |
Item 7.
|
12 | |
Item 7A
|
15 | |
Item 8.
|
16 | |
Item 9.
|
33 |
|
Item 9A
|
33
|
|
Item 9B.
|
33 | |
PART III
|
||
Item 10.
|
34
|
|
Item 11.
|
35 | |
Item 12.
|
36
|
|
Item 13.
|
36
|
|
Item 14.
|
36 | |
PART IV
|
||
Item 15.
|
37
|
|
39
|
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the
statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,”
“intends”, “plans”, “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should,” “designed to,” “designed for,” or other variations or similar words or language. No assurances can be given that the
future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from
management’s expectations.
Although these forward-looking statements reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently known to us.
Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. As a result, our actual results could differ materially from those anticipated in these forward-looking statements as a
result of various factors, including those set forth below under the caption “Risk Factors.” For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. You should not unduly rely on these forward-looking statements, which speak only as of the date on which they were made. They give our expectations regarding the future but are not guarantees. We undertake no
obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
|
• |
the concentration of the ownership of our shares by a limited number of affiliated stockholders may limit interest in our securities;
|
• |
limited “public float” with a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for
our common stock;
|
• |
additions or departures of key personnel;
|
• |
loss of a strategic relationship;
|
• |
variations in operating results from the expectations of securities analysts or investors;
|
• |
announcements of new products or services by us or our competitors;
|
• |
reductions in the market share of our products;
|
• |
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
• |
investor perception of our industry or prospects;
|
• |
insider selling or buying;
|
• |
investors entering into short sale contracts;
|
• |
regulatory developments affecting our industry; and
|
• |
changes in our industry;
|
• |
competitive pricing pressures;
|
• |
our ability to obtain working capital financing;
|
• |
sales of our common stock;
|
• |
our ability to execute our business plan;
|
• |
operating results that fall below expectations;
|
• |
revisions in securities analysts’ estimates or reductions in security analysts’ coverage; and
|
• |
economic and other external factors.
|
(a) |
Market Information
|
Quarter Ended
|
Price
Range
High ($)
|
Low ($)
|
||||||
December 31, 2022
|
$
|
0.106
|
0.064
|
|||||
September 30, 2022
|
$
|
0.078
|
0.063
|
|||||
June 30, 2022
|
$
|
0.075
|
0.055
|
|||||
March 31, 2022
|
$
|
0.098
|
0.065
|
|||||
December 31, 2021
|
$
|
0.19
|
0.14
|
|||||
September 30, 2021
|
$
|
0.24
|
0.18
|
|||||
June 30, 2021
|
$
|
0.36
|
0.17
|
|||||
March 31, 2021
|
$
|
0.49
|
0.10
|
Years Ended December 31,
|
||||||||||||||||||||||||
2022
|
2021
|
Change
|
||||||||||||||||||||||
Amount
|
% of
Revenue
|
Amount
|
% of
Revenue
|
Amount
|
%
|
|||||||||||||||||||
Net sales
|
$
|
7,578,685
|
100.0
|
%
|
$
|
16,199,710
|
100.0
|
%
|
$
|
(8,621,025
|
)
|
-53.2
|
%
|
|||||||||||
Cost of goods sold
|
6,923,957
|
91.4
|
%
|
10,834,719
|
66.9
|
%
|
(3,910,762
|
)
|
-36.1
|
%
|
||||||||||||||
Gross profit
|
654,728
|
8.6
|
%
|
5,364,991
|
33.1
|
%
|
(4,710,263
|
)
|
-87.8
|
%
|
||||||||||||||
Operating expense
|
2,714,315
|
35.8
|
%
|
3,558,698
|
22.0
|
%
|
(844,383
|
)
|
-23.7
|
%
|
||||||||||||||
Other income (expense)
|
1,807,581
|
23.9
|
%
|
(120,825
|
)
|
(0.7
|
)%
|
1,928,406
|
-1,596.0
|
%
|
||||||||||||||
Income (loss) before provision for income taxes, loss on equity investment, and non-controlling interest
|
(252,006
|
)
|
(3.3
|
)%
|
1,685,468
|
10.4
|
%
|
(1,937,474
|
)
|
-115.0
|
%
|
|||||||||||||
Provision for (benefit from) income tax
|
30,002
|
0.4
|
%
|
(306,780
|
)
|
(1.9
|
)%
|
336,782
|
-109.8
|
%
|
||||||||||||||
Income (loss) before loss on equity investment and non-controlling interest
|
(282,008
|
)
|
(3.7
|
)%
|
1,992,248
|
12.3
|
%
|
(2,274,256
|
)
|
-114.2
|
%
|
|||||||||||||
Loss on equity investment
|
(18,725
|
)
|
(0.2
|
)%
|
-
|
0.00
|
%
|
(18,725
|
)
|
N/A
|
||||||||||||||
Income (loss) before non-controlling interest
|
(300,733
|
)
|
(4.0
|
)%
|
1,992,248
|
12.3
|
%
|
(2,292,981
|
)
|
-115.1
|
%
|
|||||||||||||
Non-controlling interest income (loss)
|
(273,108
|
)
|
(3.6
|
)%
|
(171,628
|
)
|
1.1
|
%
|
(101,480
|
)
|
59.1
|
%
|
||||||||||||
Net income (loss) attributable to Parent Company from discontinued operations
|
(27,625
|
) |
0.4
|
%
|
2,163,876
|
13.4
|
%
|
(2,191,501
|
)
|
-101.3
|
%
|
|||||||||||||
Comprehensive income statement:
|
||||||||||||||||||||||||
Net income (loss)
|
(300,733
|
)
|
(4.0
|
)%
|
1,992,248
|
12.3
|
%
|
(2,292,981
|
)
|
-115.1
|
%
|
|||||||||||||
Foreign currency translation loss
|
(1,691,420
|
)
|
(22.3
|
)%
|
(1,016,433
|
)
|
(6.3
|
)%
|
(674,987
|
)
|
66.4
|
%
|
||||||||||||
Total comprehensive income (loss)
|
$
|
(1,992,153
|
)
|
(26.3
|
)%
|
$
|
975,815
|
6.0
|
%
|
(2,967,968
|
)
|
-304.2
|
%
|
Report of Independent Registered Public Accounting Firm (PCAOB ID # )
|
17 |
Consolidated Financial Statements
|
|
18 | |
19 | |
20 | |
21 | |
22 |
o |
reading the underlying contracts and related amendments to obtain an understanding of the contractual requirements and related performance obligations,
|
o |
considering days incurred to-date and the relative progress towards completion of the contracts,
|
o |
considering, if relevant, the estimated reserves on specific contracts that include estimation uncertainty based on the nature of the contract, and
|
o |
evaluating the Company’s assessment of contract performance risks included within the estimated days to complete.
|
December 31,
|
2022
|
2021
|
||||||
|
||||||||
ASSETS
|
||||||||
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Restricted cash
|
|
|
||||||
Short-term financial instruments
|
|
|
||||||
Short-term loan receivable
|
|
|
||||||
Accounts receivables, net of allowance for doubtful accounts $
|
|
|
||||||
Deferred tax assets - current
|
|
|
||||||
Prepaid expenses and other current assets
|
|
|
||||||
Current assets of discontinued operations |
||||||||
Total current assets
|
|
|
||||||
|
||||||||
Non-current assets:
|
||||||||
Investments
|
|
|
||||||
Property and equipment, net
|
|
|
||||||
Intangible assets, net
|
|
|
||||||
Deposits
|
|
|
||||||
Deferred tax assets - non current
|
|
|
||||||
Non-current assets of discontinued operations |
||||||||
Total non-current assets
|
|
|
||||||
Total Assets
|
$
|
|
$
|
|
||||
|
||||||||
Liabilities and Stockholders’ Equity
|
||||||||
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
|
$
|
|
||||
Accrued expenses and other
|
|
|
||||||
Value added tax payable
|
|
|
||||||
Income tax payable
|
|
|
||||||
Short-term loan payable
|
|
|
||||||
Government grants outstanding for usage of future projects
|
|
|
||||||
Current liabilities of discontinued operations |
||||||||
Total current liabilities
|
|
|
||||||
Total liabilities
|
|
|
||||||
|
||||||||
Commitments and contingencies
|
||||||||
|
||||||||
Stockholders’ Equity
|
||||||||
Common stock - $
|
|
|
||||||
Treasury stock
|
|
(
|
)
|
|||||
Additional paid-in-capital
|
|
|
||||||
Accumulated other comprehensive loss
|
|
(
|
)
|
|||||
Accumulated retained earnings
|
(
|
)
|
|
|||||
Total company stockholders’ equity
|
|
|
||||||
Preferred stock (I-ON Korea and eformworks) - $
|
|
|
||||||
Non-controlling interests
|
|
(
|
)
|
|||||
Total stockholders’ equity
|
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
$
|
|
$
|
|
Years Ended December 31,
|
||||||||
2022 |
2021
|
|||||||
Net sales
|
$
|
|
$
|
|
||||
Cost of goods sold
|
|
|
||||||
Gross profit
|
|
|
||||||
Operating expense
|
||||||||
Income (loss) from operations
|
|
|
||||||
Other income (expense)
|
||||||||
Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest
|
(
|
)
|
|
|||||
Provision for (benefit from) income tax
|
|
(
|
)
|
|||||
Income (loss) from discontinued operations before loss on equity investment and non-controlling interest
|
( |
) | ||||||
Loss on equity investment
|
( |
) | ||||||
Income (loss) from discontinued operations before non-controlling interest
|
(
|
)
|
|
|||||
Non-controlling interest income (loss) from discontinued operations
|
(
|
)
|
(
|
)
|
||||
Net income (loss) attributable to Parent Company from discontinued operations
|
$
|
(
|
)
|
$
|
|
|||
Comprehensive income statement:
|
||||||||
Net income (loss) from discontinued operations
|
$
|
(
|
)
|
$
|
|
|||
Foreign currency translation loss
|
(
|
)
|
(
|
)
|
||||
Total comprehensive income (loss) from discontinued operations
|
$
|
(
|
)
|
$
|
|
|||
Basic earnings per share from continuing operations
|
||||||||
Net loss before non-controlling interest
|
$
|
|
$
|
|
||||
Non-controlling interest
|
$ | $ | ||||||
Earnings per share to stockholders
|
$
|
|
$
|
|
||||
Diluted earnings per share from continuing operations
|
||||||||
Net loss before non-controlling interest
|
$
|
|
$
|
|
||||
Non-controlling interest
|
$ | $ | ||||||
Earnings per share to stockholders
|
$
|
|
$
|
|
||||
Basic earnings per share from discontinued operations
|
||||||||
Net loss before non-controlling interest
|
$ | ( |
) | $ | ||||
Non-controlling interest
|
$ | ( |
) | $ | ||||
Earnings per share to stockholders
|
$ | $ | ||||||
Diluted earnings per share from discontinued operations
|
||||||||
Net loss before non-controlling interest
|
$ | ( |
) | $ | ||||
Non-controlling interest
|
$ | ( |
) | $ | ||||
Earnings per share to stockholders
|
$ | $ | ||||||
Weighted average number of common shares outstanding:
|
||||||||
Basic
|
|
|
||||||
Diluted
|
|
|
Common Stock
|
||||||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Additional Paid-In Capital
|
Retained Earnings
|
Treasury Stock
|
Accumulated Other Comprehensive Income (Loss)
|
Total Company Stockholders' Equity
|
Non-Controlling Interest
|
Preferred Stock
|
Total Stockholders' Equity
|
|||||||||||||||||||||||||||||||
Balance at December 31, 2020
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||||
Issuance of preferred stock
|
||||||||||||||||||||||||||||||||||||||||
Foreign currency translation
|
- | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
Net income (loss)
|
- | ( |
) | |||||||||||||||||||||||||||||||||||||
Balance at December 31, 2021
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
||||||||||||||||||
Cancellation of common stock in connection with equity purchase
|
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Adjustment from deconsolidation
|
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Foreign currency translation
|
- | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
Net income (loss) from discontinued operations
|
- | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
Balance at December 31, 2022
|
$ | $ | $ | ( |
) | $ | $ | $ | $ | $ | $ |
Year ended December 31,
|
2022
|
2021
|
||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
(
|
)
|
$
|
|
|||
Less: Net income (loss) from discontinued operations |
(
|
)
|
|
|||||
Net income (loss) from continuing operations
|
|
|
||||||
Net cash provided by (used in) operating activities from discontinued operations
|
(
|
)
|
|
|||||
Total net cash provided by (used in) operating activities
|
(
|
)
|
|
|||||
Cash flows from investing activities:
|
||||||||
Net cash used in investing activities from discontinued operations
|
( |
) | ( |
) | ||||
Total net cash used in investing activities
|
(
|
)
|
(
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Net cash provided by (used in) financing activities from discontinued operations
|
( |
) | ( |
) | ||||
Total net cash used in financing activities
|
(
|
)
|
(
|
)
|
||||
Effect of foreign currency translation on cash and cash equivalents
|
(
|
)
|
(
|
)
|
||||
Net decrease in cash and cash equivalents
|
(
|
)
|
(
|
)
|
||||
Cash and cash equivalents including restricted cash, beginning of period
|
|
|
||||||
Cash and cash equivalents including restricted cash, end of period
|
$
|
|
$
|
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Continuing operations:
|
||||||||
Interest paid
|
$
|
|
$
|
|
||||
Taxes paid
|
$
|
|
$
|
|
||||
|
||||||||
Discontinued operations:
|
||||||||
Interest paid
|
$ | $ | ||||||
Taxes paid
|
$ | $ | ||||||
Significant noncash items:
|
||||||||
Cancellation of common stocks
|
$ | $ | ||||||
NOTE 1. |
Organization and Operations
|
NOTE 2.
|
Summary of Significant Accounting Policies
|
● |
I-ON, Ltd (Japanese subsidiary) – The financial position and results of operations of I-ON, Ltd, the Japanese subsidiary of the Company, are initially recorded using its
local currency, Japanese Yen (“JPY”). Assets and liabilities denominated in foreign currency are translated to the functional currency at the functional currency rate of exchange at the balance sheet date. The results of operations
denominated in foreign currency are translated at the average rate of exchange during the reporting period. All differences are reflected in profit or loss. As of December 31, 2022 and 2021, the exchange rate was JPY
|
● |
Consolidation – Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the exchange rates prevailing at the balance sheet
date. The results of operations are translated from KWR to US Dollar at the weighted average rate of exchange during the reporting period. The registered equity capital denominated in the functional currency is translated at the
historical rate of exchange at the time of capital contribution. All translation adjustments resulting from the translation of the financial statements into the reporting currency, US Dollar, are dealt with as a component of
accumulated other comprehensive income. As of December 31, 2022, and December 31, 2021, the exchange rate was KRW
|
●
|
Royalty – the Company receives a fixed amount of royalties from a company in Japan for providing rights to sell the Company’s
products in Japanese market. Revenue is recognized over the contract and service period.
|
●
|
License Solution & Services – the Company recognizes revenue on installation of the web-content management software, services
provided for installation, and customization.
|
●
|
Customizing Services – the Company recognizes revenue from processing transactions between businesses and their customers. Revenue
is recognized over the contract and service period and when service for the contract is completed.
|
●
|
Maintenance – the Company recognizes revenue over the contract term based on percentage-of-completion method.
|
Facility equipment
|
|
Automobile
|
|
Office equipment
|
|
Development costs
|
|
Intangible assets excluding development costs
|
|
Other Intangible assets
|
|
Level 1 |
Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.
|
Level 2 |
Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or
can be corroborated by observable market data for substantially the same term of the assets or liabilities.
|
Level 3 |
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
NOTE 3. |
Discontinued Operations
|
Years ended December 31,
|
||||||||
2022
|
2021
|
|||||||
Net Sales
|
|
|
||||||
Operating costs and expenses
|
|
|
||||||
Income (loss) from operations before other income and income taxes
|
(
|
)
|
|
|||||
Other income (loss)
|
|
(
|
)
|
|||||
Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest
|
(
|
)
|
|
|||||
Income tax
|
|
(
|
)
|
|||||
Income (loss) from discontinued operations before loss on equity investment and non-controlling interest
|
(
|
)
|
|
|||||
Loss on equity investment
|
(
|
)
|
|
|||||
Income (loss) from discontinued operations before non-controlling interest
|
(
|
)
|
|
|||||
Non-controlling interest income (loss) from discontinued operations
|
(
|
)
|
(
|
)
|
||||
Net income (loss) attributable to Parent Company from discontinued operations
|
(
|
)
|
|
|||||
Comprehensive income statement | ||||||||
Net income (loss)from discontinued operations | ( |
) | ||||||
Foreign currency translation loss | ( |
) | ( |
) | ||||
Total comprehensive income (loss) from discontinued operations | ( |
) |
December 31,
2022
|
December 31,
2021
|
|||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Restricted cash
|
|
|
||||||
Short-term financial instruments
|
|
|
||||||
Short-term loan receivable
|
|
|
||||||
Accounts receivables, net of allowance for doubtful accounts $
|
|
|
||||||
Deferred tax assets - current
|
|
|
||||||
Prepaid expenses and other current assets
|
|
|
||||||
Total current assets of discontinued operations
|
|
|
||||||
Investments
|
|
|
||||||
Property and equipment, net
|
|
|
||||||
Intangible assets, net
|
|
|
||||||
Deposits
|
|
|
||||||
Deferred tax assets – non-current
|
|
|
||||||
Total non-current assets of discontinued operations
|
|
|
||||||
Accounts payable
|
$
|
|
$
|
|
||||
Accrued expenses and other
|
|
|
||||||
Value added tax payable
|
|
|
||||||
Income tax payable
|
|
|
||||||
Short-term loan payable
|
|
|
||||||
Government grants outstanding for usage of future projects
|
|
|
||||||
Total current liabilities of discontinued operations
|
|
|
NOTE 4. |
Earnings Per Share
|
Years
Ended December 31,
|
||||||||
Periods Ended
|
2022
|
2021
|
||||||
Net income (loss)
|
$
|
(
|
)
|
$
|
|
|||
Net income (loss) from continuing operations
|
|
|
||||||
Net income (loss) from discontinued operations
|
(
|
)
|
|
|||||
Weighted-average shares of common stock outstanding:
|
||||||||
Basic
|
|
|
||||||
Dilutive effect of common stock equivalents arising from share option, excluding antidilutive
effect from loss
|
|
|
||||||
Dilutive shares
|
|
|
||||||
Net income (loss) from continuing operations:
|
||||||||
Earnings per share - Basic
|
||||||||
Net income (loss) before non-controlling interest
|
$
|
|
$
|
|
||||
Non-controlling interest
|
$
|
|
$
|
|
||||
Earnings per share to stockholders
|
$
|
|
$
|
|
||||
Earnings per share - Diluted
|
||||||||
Net income (loss) before non-controlling interest
|
$
|
|
$
|
|
||||
Non-controlling interest
|
$
|
|
$
|
|
||||
Earnings per share to stockholders
|
$
|
|
$
|
|
||||
Net income (loss) from discontinued operations:
|
||||||||
Earnings per share - Basic
|
||||||||
Net income (loss) before non-controlling interest
|
$
|
(
|
)
|
$
|
|
|||
Non-controlling interest
|
$
|
(
|
)
|
$
|
|
|||
Earnings per share to stockholders
|
$
|
|
$
|
|
||||
Earnings per share - Diluted
|
||||||||
Net income (loss) before non-controlling interest
|
$ | ( |
) | $ | ||||
Non-controlling interest
|
$ | ( |
) | $ | ||||
Earnings per share to stockholders
|
$ | $ |
NOTE 5. |
Deconsolidation of Subsidiaries
|
NOTE 6. |
Subsequent Events
|
Name
|
Age
|
Position
|
Charles X. Montoya
|
64
|
Director, President
|
Rod Smith
|
67
|
Secretary
|
Name and
Principal
Position
|
Year
|
Salary
($)
|
Option
Awards
|
All
Other
Comp.
($)
|
Total
($)
|
|||||||||||||||||||||||||||||
Carlos X. Montoya Director, President(1)
|
2022
|
─
|
─
|
─
|
─
|
─
|
||||||||||||||||||||||||||||
Rod Smith Secretary(1)
|
2022
|
─
|
─
|
─
|
─
|
─
|
||||||||||||||||||||||||||||
Jae Cheol Oh, Chairman, Chief Executive Officer, Chief Financial Officer (2)
|
2022
|
$
|
88,166
|
-
|
$
|
-
|
-
|
-
|
-
|
-
|
$
|
88,166
|
||||||||||||||||||||||
|
2021
|
$
|
85,928
|
-
|
$
|
-
|
-
|
-
|
-
|
-
|
$
|
85,928
|
||||||||||||||||||||||
Hong Rae Kim, Director (2)
|
2022
|
$
|
90,001
|
-
|
$
|
-
|
-
|
-
|
-
|
-
|
$
|
90,001
|
||||||||||||||||||||||
2021
|
$
|
79,022
|
-
|
$
|
-
|
-
|
-
|
-
|
-
|
$
|
79,022
|
|||||||||||||||||||||||
Jae Ho Cho, Director (2)
|
2022
|
$
|
104,157
|
$
|
-
|
-
|
-
|
-
|
-
|
$
|
104,157
|
|||||||||||||||||||||||
|
2021 |
$
|
83,132
|
-
|
$
|
-
|
-
|
-
|
-
|
-
|
$
|
83,132
|
||||||||||||||||||||||
Eugene Hong, Director (3)
|
2022
|
$
|
-
|
-
|
$
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
||||||||||||||||||||||
|
2021 |
$
|
-
|
-
|
$
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
||||||||||||||||||||||
Jean Koh, Director (3)
|
2022
|
$
|
-
|
-
|
$
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
||||||||||||||||||||||
|
2021 |
$
|
-
|
-
|
$
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
||||||||||||||||||||||
Charlie Baik, Director (3)
|
2022
|
$
|
5,242
|
-
|
$
|
-
|
-
|
-
|
-
|
-
|
$
|
5,242
|
||||||||||||||||||||||
|
2021 |
$
|
5,084
|
-
|
$
|
-
|
-
|
-
|
-
|
-
|
$
|
5,084
|
Shareholder (1)
|
Beneficial
Ownership
|
Percent of
Class (2)
|
|||
Carlos X. Montoya
|
─
|
*
|
%
|
||
Rod Smith
|
─
|
*
|
%
|
||
Officers and Directors as a Group (3 persons)
|
─
|
*
|
%
|
|
Year Ended
December 31,
2022 ($)
|
Year Ended
December 31,
2021 ($)
|
||||||
Audit fees
|
$
|
74,000
|
$
|
75,000
|
||||
Audit-related fees
|
0
|
-0-
|
||||||
Tax fees
|
8,000
|
|||||||
All other fees
|
0
|
-0-
|
||||||
Total
|
$
|
74,000
|
$
|
82,000
|
Number
|
Description
|
|
Agreement of Merger and Plan of Reorganization among Evans Brewing Company, Inc., I-ON Digital Corp.., I-ON Acquisition Corp. and I-on Digital, Ltd. (previously filed as Exhibit 10.1 to
the Company’s Current Report on Form 8-K, filed on December 26, 2017, and incorporated herein by reference)
|
||
Spin-Off Agreement among Evans Brewing Company, Inc., Michael J. Rapport Trust, Evans Brewing Company, Inc. and EBC Public House, Inc. (previously filed as Exhibit 2.2 to the Company’s
Current Report on Form 8-K, filed on February 1, 2018, and incorporated herein by reference)
|
||
Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10, filed on July 3, 2013, and incorporated herein by
reference)
|
||
Certificate of Amendment of Certificate of Incorporation (previously filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed on April 22, 2014, and incorporated herein by
reference)
|
||
Certificate of Amendment of Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 23, 2015, and incorporated herein by
reference)
|
||
Certificate of Amendment of Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 1, 2018, and incorporated herein by
reference)
|
||
Certificate of Amendment of Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 3, 2019, and incorporated herein by
reference)
|
||
By-laws of the Company (previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form 10, filed on July 3, 2013, and incorporated herein by reference)
|
||
Certificate of Designation of Rights and Preferences for Series A Convertible Preferred Stock (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on
December 15, 2015, and incorporated herein by reference)
|
||
Convertible Note Debenture in favor of Peak One Opportunity Fund, L.P., due August 13, 2021 (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on August
28, 2018, and incorporated herein by reference)
|
||
Common Stock Purchase Warrant of Peak One Opportunity Fund, L.P. (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on August 28, 2018, and incorporated
herein by reference)
|
||
Securities Purchase Agreement between the Company and Peak One Opportunity Fund, L.P. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 28,
2018, and incorporated herein by reference)
|
||
Equity Purchase Agreement between the Company and Peak One Opportunity Fund, L.P. (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 28, 2018,
and incorporated herein by reference)
|
Registration Rights Agreement between the Company and Peak One Opportunity Fund, L.P. (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on August 28,
2018, and incorporated herein by reference)
|
||
Agreement of Merger and Plan of Reorganization (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 4,
2021, and incorporated herein by reference)
|
||
Amendment No. 1 to Agreement and Plan of Merger and Reorganization (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form
10-Q, filed on November 15, 2021, and incorporated herein by reference)
|
Amendment No. 2 to Agreement and Plan of Merger and Reorganization (previously filed as
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2021, and incorporated herein by reference)
|
||
Series A Preferred Securities Purchase Agreement, dated as of September 28 2022 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference)
|
||
Series B Preferred Securities Contribution Agreement, dated as of September 28 2022 (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference)
|
||
Promissory Note dated September 28, 2012 (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference)
|
||
Stock Pledge and Escrow Agreement dated September 28, 2022 (previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference)
|
||
Equity Transfer Agreement among I-ON Digital Corp., I-On Communications Co., Ltd. and JFJ Digital Corp. (previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference)
|
||
|
|
|
|
Code of Business Conduct and Ethics (previously filed as Exhibit 14.1 to the Company’s Registration Statement on Form S-1, filed on
September 27, 2017, and incorporated herein by reference)
|
|
|
|
|
|
List of Subsidiaries*
|
|
|
|
|
|
Certification of Chief Executive and Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of
1934, as amended*
|
|
|
|
|
|
Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as
amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
101.INS
|
XBRL Instance Document*
|
|
101.SCH
|
XBRL Schema Document*
|
|
101.CAL
|
XBRL Calculation Linkbase Document*
|
|
101.DEF
|
XBRL Definition Linkbase Document*
|
|
101.LAB
|
XBRL Label Linkbase Document*
|
|
101.PRE
|
XBRL Presentation Linkbase Document*
|
* |
Furnished herewith.
|
** |
Filed herewith.
|
Dated: April 27, 2023
|
|||
I-ON DIGITAL CORP.
|
|||
By:
|
/s/ Carlos X. Montoya
|
||
Name: Carlos X. Montoya
|
|||
Title:
|
Chairman, President
(Principal Executive, Financial and Accounting Officer)
|