UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 000-50392
TRANSAKT LTD.
(Exact name of
registrant as specified in its charter)
Nevada |
N/A |
(State or other jurisdiction of incorporation or
organization) |
(IRS Employer Identification No.)
|
Unit 8, 3/F., Wah Yiu Industrial Centre, 30-32 Au
Pui Wan Street, Fo Tan, N.T. Hong Kong |
N/A |
(Address of principal executive offices) |
(Zip Code) |
852-52389111
(Registrants telephone number,
including area code)
N/A
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] YES
[ ] NO
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
[X] YES [ ] NO
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] |
|
Accelerated filer [ ] |
Non-accelerated filer [ ] |
(Do not check if a smaller reporting company)
|
Smaller reporting company [X] |
|
|
|
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act
[ ]
YES [X] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a
court.
[ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
613,447,306 common shares issued and outstanding as of
November 12, 2015
1
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statement
Our unaudited interim financial statements for the three and
nine month periods ended September 30, 2015 form part of this quarterly report.
They are stated in United States Dollars (US$) and are prepared in accordance
with United States generally accepted accounting principles. These interim
unaudited financial statements should be read in conjunction with the companys
audited financial statements and the Form 10-K for the year ended December 31,
2014.
TRANSAKT LTD. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015
CONTENTS
2
TRANSAKT LTD.
CONDENSED CONSOLIDATED BALANCE
SHEETS
|
|
September 30, |
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
ASSETS |
|
(Unaudited) |
|
|
|
|
Current Assets |
|
|
|
|
|
|
Cash and
cash equivalents |
$ |
169,907
|
|
$ |
208,922
|
|
Restricted cash |
|
- |
|
|
628 |
|
Accounts
receivable, net |
|
|
|
|
|
|
Trade,
net |
|
- |
|
|
63,773 |
|
Related
parties |
|
- |
|
|
389,985 |
|
Other receivable, net |
|
- |
|
|
26,899 |
|
Inventory
|
|
- |
|
|
61,639 |
|
Advance to suppliers |
|
- |
|
|
113,924 |
|
Due from
related parties |
|
- |
|
|
285,365 |
|
Prepayments |
|
6,583 |
|
|
80,298 |
|
Total Current Assets |
|
176,490 |
|
|
1,231,433 |
|
Property & equipment, net |
|
- |
|
|
- |
|
Deposits |
|
- |
|
|
32,029 |
|
|
|
|
|
|
|
|
Total Assets |
$ |
176,490 |
|
$ |
1,263,462 |
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
Accounts
payable |
$ |
211 |
|
$ |
932,638
|
|
Accrued expenses |
|
28,739 |
|
|
116,647 |
|
Construction payable |
|
- |
|
|
75,201 |
|
Loan payable to related
party |
|
- |
|
|
2,912 |
|
Due to
related parties |
|
191,000 |
|
|
- |
|
Total Current Liabilities |
|
219,950 |
|
|
1,127,398 |
|
|
|
|
|
|
|
|
Total liabilities |
|
219,950 |
|
|
1,127,398 |
|
|
|
|
|
|
|
|
Stockholders' Equity |
|
|
|
|
|
|
Preferred stock, 200,000,000
shares authorized for
issuance, $0.001
par value, 0 share issued and outstanding |
|
- |
|
|
- |
|
Common stock,
700,000,000 shares authorized for
issuance, $0.001
par value, 613,447,306 shares
issued and
outstanding at September 30, 2015 and December 31, 2014, respectively |
|
613,447 |
|
|
613,447 |
|
Additional paid-in capital |
|
24,534,404 |
|
|
24,534,404 |
|
Accumulated deficit |
|
(21,753,656 |
) |
|
(21,514,222 |
) |
Other
comprehensive income |
|
(437,655 |
) |
|
(484,635 |
) |
Stock subscription
receivable |
|
(1,200,000 |
) |
|
(1,200,000 |
) |
Treasury stock, common
stock, at cost, 45,000,000 shares
at September 30, 2015 and December
31, 2014, respectively |
|
(1,800,000 |
) |
|
(1,800,000 |
) |
Total Stockholders'
Equity |
|
(43,460 |
) |
|
148,994 |
|
Non-controlling interest |
|
- |
|
|
(12,930 |
) |
Total Equity |
|
(43,460 |
) |
|
136,064 |
|
|
|
|
|
|
|
|
Total Liabilities and Equity |
$ |
176,490 |
|
$ |
1,263,462 |
|
F-1
TRANSAKT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(UNAUDITED)
|
|
Nine |
|
|
Nine |
|
|
Three |
|
|
Three |
|
|
|
Months |
|
|
Months |
|
|
Months |
|
|
Months |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
September |
|
|
September |
|
|
September |
|
|
September |
|
|
|
30, 2015 |
|
|
30, 2014 |
|
|
30, 2015 |
|
|
30, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, net |
$ |
81,145 |
|
$ |
334,459
|
|
$ |
- |
|
$ |
112,855
|
|
Cost of sales |
|
72,145 |
|
|
1,411,217 |
|
|
- |
|
|
461,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
9,000 |
|
|
(1,076,758 |
)
|
|
- |
|
|
(348,291 |
) |
Selling, general and
administrative expenses |
|
166,510 |
|
|
662,290 |
|
|
58,455 |
|
|
172,076 |
|
Impairment loss on fixed assets |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Impairment loss on goodwill
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Loss from operations |
|
(157,510 |
)
|
|
(1,739,048 |
)
|
|
(58,455 |
) |
|
(520,367 |
) |
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
- |
|
|
325 |
|
|
- |
|
|
134 |
|
Interest
expense |
|
(38 |
) |
|
(3,131 |
) |
|
- |
|
|
(721 |
)
|
Loss from investments |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Gain
(Loss) from disposal of subsidiary |
|
(118,275 |
|
|
- |
|
|
(401,550 |
) |
|
- |
|
Currency exchange gain
(loss) |
|
290 |
|
|
(897 |
) |
|
- |
|
|
2,714 |
|
Gain on
disposal of fixed assets |
|
|
|
|
6,082 |
|
|
- |
|
|
13 |
|
Other income (expenses)
|
|
36,099 |
|
|
(31 |
) |
|
- |
|
|
(31 |
) |
Total
other income (expenses) |
|
(81,924 |
) |
|
2,348 |
|
|
(401,550 |
)
|
|
2,109 |
|
Loss before income taxes |
|
(239,434 |
)
|
|
(1,736,700 |
)
|
|
(460,005 |
) |
|
(518,258 |
) |
Provision for income taxes
expense (benefit) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Net loss |
|
(239,434 |
)
|
|
(1,736,700 |
)
|
|
(460,005 |
) |
|
(518,258 |
) |
Net gain (loss) attributable
to non-controlling interest |
|
- |
|
|
(4,242 |
) |
|
- |
|
|
(5,964 |
)
|
Net loss attributable to TRANSAKT |
$ |
(239,434 |
)
|
$ |
(1,732,458 |
)
|
$ |
(460,005 |
) |
$ |
(512,294 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted income
(loss) common stockholders per share Net loss |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
$ |
(0.00 |
)
|
$ |
(0.00 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of
shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
$ |
613,447,306 |
|
$ |
568,447,306 |
|
$ |
613,447,306 |
|
$ |
568,447,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income
(Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(239,434 |
)
|
$ |
(1,736,700 |
)
|
$ |
(460,005 |
) |
$ |
(518,258 |
) |
Foreign currency translation
adjustment |
|
46,980 |
|
|
(493,274 |
) |
|
(28 |
)
|
|
(77,199 |
)
|
Comprehensive income (loss) |
|
(192,454 |
)
|
|
2,229,974 |
)
|
|
(460,033 |
) |
|
(595,457 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to
the non-controlling interest |
|
|
|
|
(4,235 |
)
|
|
|
|
|
(5,960 |
) |
Comprehensive income (loss)
attributable to TRANSAKT LTD. |
$ |
(192,454 |
) |
$ |
(2,225,739 |
) |
$ |
(460,033 |
)
|
$ |
(589,497 |
)
|
F-2
TRANSAKT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(UNAUDITED)
|
|
Nine Months Ended
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
September 30, 2015 |
|
|
September 30, 2014 |
|
Cash flows from operating
activities |
|
|
|
|
|
|
Net loss available to
common stockholders |
$ |
(239,434 |
) |
$ |
(1,732,458 |
) |
Adjustments to reconcile net
loss to net cash used in operating activities: |
|
|
|
|
|
|
Minority interest |
|
- |
|
|
(4,242 |
) |
Gain on
disposal of assets |
|
- |
|
|
(6,082 |
) |
Impairment loss on fixed
assets |
|
- |
|
|
- |
|
Depreciation expense |
|
- |
|
|
329,312 |
|
Loss on long-term
investment |
|
118,275 |
|
|
- |
|
Changes
in assets and liabilities: |
|
|
|
|
|
|
Decrease
(Increase) in accounts receivable |
|
63,773 |
|
|
(26,065 |
) |
Decrease (Increase) in other receivable |
|
26,899 |
|
|
(28,212 |
) |
Decrease
(Increase) in inventory |
|
61,639 |
|
|
(3,727 |
) |
Decrease (Increase) in advance to suppliers |
|
113,924 |
|
|
(561,651 |
) |
Decrease
(Increase) in prepayments |
|
73,715 |
|
|
294,878 |
|
Decrease (Increase) in deposits |
|
32,029 |
|
|
(3,817 |
) |
Increase
(Decrease) in accounts payable and accrued expenses |
|
(1,095,536 |
) |
|
(376,831 |
) |
Increase (Decrease) in customer deposits |
|
- |
|
|
634 |
|
Net cash used in
operating activities |
|
(844,716 |
) |
|
(2,118,261 |
) |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Restricted cash |
|
(628 |
) |
|
- |
|
Acquisition of property
and equipment |
|
- |
|
|
(99,016 |
) |
Cash
received from disposal of fixed assets |
|
- |
|
|
24,977 |
|
Payment for factory
construction |
|
- |
|
|
(116,509 |
) |
Net cash
used in investing activities |
|
(628 |
) |
|
(190,548 |
) |
|
|
|
|
|
|
|
Cash flows from financing
activities |
|
|
|
|
|
|
Principal payments under
capital lease obligations |
|
- |
|
|
(56,297 |
) |
Net
proceeds of short-term loans from shareholders |
|
- |
|
|
- |
|
Due to related party |
|
191,000 |
|
|
383,929 |
|
Net cash
provided by financing activities |
|
191,000 |
|
|
327,632 |
|
Effect of exchange rate changes on cash and
cash equivalents |
|
615,329 |
|
|
(430,508 |
) |
Net increase (decrease) in
cash and cash equivalents |
|
(39,015 |
) |
|
(2,411,685 |
) |
Cash and cash equivalents |
|
|
|
|
|
|
Beginning
|
|
208,922 |
|
|
3,186,590 |
|
Ending |
|
169,907 |
|
$ |
774,905 |
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flows |
|
|
|
|
|
|
Cash paid
during the year for: |
|
|
|
|
|
|
Income tax |
|
- |
|
$ |
- |
|
Interest expense |
|
38 |
|
$ |
3,131 |
|
The accompanying notes are an integral part of the financial
statements
F-3
TRANSAKT LTD.
NOTES TO THE UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles in the United States (GAAP) for interim financial reporting and in
accordance with instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the unaudited condensed consolidated financial
statements contained in this report reflect all adjustments that are normal and
recurring in nature and considered necessary for a fair presentation of the
financial position and the results of operations for the interim periods
presented. The year-end condensed balance sheet data was derived from audited
financial statements, but does not include all disclosures required by GAAP. The
results of operations for the interim period are not necessarily indicative of
the results expected for the full year. These unaudited, condensed consolidated
financial statements, footnote disclosures and other information should be read
in conjunction with the financial statements and the notes thereto included in
the Companys Annual Report on Form 10-K for the year ended December 31,
2014.
Organization
TransAKT Ltd. (the Company) was incorporated under the laws
of the Province of Alberta on June 3, 1997. The Company completed the
acquisition of Green Point Resources Inc. on October 18, 2000 whereby it became
a publicly traded company listed on the Canadian Venture Exchange. In 2004 the
Company voluntarily delisted from the TSX Venture Exchange and retained a
listing on the Over the Counter Bulletin Board in the United States.
In October 2004 the Company purchased certain assets of IP
Mental Inc., a Taiwan based Voice over Internet Protocol (VoIP) company. The
company name was changed from TransAKT Corp. to TransAKT Ltd. on September 29,
2006. The Company designs and develops Voice over Internet Protocol (VoIP)
solutions and mobile payment terminals for the consumer electronics industry.
On November 15, 2006 TransAKT Ltd and the shareholders of
Taiwan Harlee International Co. Ltd. (HTT), entered into a Share Exchange
Agreement in which TransAKT Ltd. acquired 100% of Taiwan Harlee International
Co. Ltd.s outstanding common stock. HTT was incorporated under the laws of
Republic of China in 1985. HTT is engaged in designing, manufacturing and
distribution of Taiwan telecommunications equipment. The acquisition has been
accounted for as a reverse acquisition under the purchase method of accounting.
Accordingly, the merger of the two companies has been recorded as a
recapitalization of HTT, with HTT being treated as the continuing entity.
On August 12, 2010, the Company filed the Registration
Statement (Form S-4) in connection with the continuation of the Company from
Alberta to Nevada. Based upon the number of common shares of TransAKT Ltd., a
Nevada corporation (TransAKT Nevada), to be issued to the shareholders of
TransAKT Ltd., an Alberta corporation (TransAKT Alberta), on a one-for-one
basis upon completion of the Continuation and based on 102,645,120 shares of
common stock of TransAKT Ltd., an Alberta corporation, issued and outstanding as
of August 12, 2010.
On July 26, 2012, the Company acquired 100% equity of Vegfab
Agricultural Technology Co. Ltd. ( Vegfab), a company incorporated under the
laws of the Republic of China (ROC, Taiwan). Vegfab was mainly engaged in
selling agricultural equipment used to grow vegetables using simulated sunlight
from LED lamps in hydroponic systems.
F-4
On January 4, 2013, the Company entered into a Share Purchase
and Sale Agreement with a shareholder pursuant to which the Company sold to him
100% of all issued and outstanding securities of its wholly owned subsidiary
Taiwan Harlee International Corporation (HTT). In consideration of the sale of
HTT, the shareholder has transferred to the Company 45,000,000 previously issued
common voting shares of TransAKT with a deemed value of $0.04 per share or $1.8
million in the aggregate.
On October 30, 2013, Million Talented Ltd., a third party,
contributed $516 (equals to HKD 4,000) to obtain 40% ownership of TransAKT Bio
Agritech Ltd., formerly named as TransAKT (H.K) Ltd., (TransAKT H.K.).
TransAKT H.K. was incorporated in Hong Kong on November 20, 2007. It had no
operation until 2013. TransAKT H.K.'s primary business is conducting research
and development on new agricultural technology relating to the Companys
business. On May 6, 2015, the Company acquired the remaining 40% of the TransAKT
H.K. from Million Talented Ltd. As such, TransAKT H.K. became our wholly-owned
subsidiary and our primary business unit.
On June 30, 2015, the Companys wholly owned subsidiary,
TransAKT Taiwan Ltd., entered into a Share Transfer Agreement among Vegfab
Agricultural Technology Co. Ltd. and a third party pursuant to which the third
party acquired 100% of of Vegfab Agricultural Technology Co. Ltd. in
consideration of $100,000. Vegfab Agricultural Technology Co. Ltd. was the sole
material asset of TransAKT Taiwan Ltd. and its parent company (and subsidiary of
the Company), TransAKT Holdings Ltd., a Turks and Caicos company. Subsequent to
the sale of Vegfab Agricultural Technology Co. Ltd., pursuant to a Share
Purchase Agreement dated June 30, 2015 with the Companys former President,
Chief Executive Officer and Director, the Company sold TransAKT Holdings Ltd.
(and its subsidiary, TransAKT Taiwan Ltd.) to the former (non-affiliated)
officer and director in consideration of $100,000. All intercompany debts
between TransAKT Holdings Ltd. and the formerly affiliated companies were
cancelled as a result of the transaction.
Principles of Consolidation
The consolidated financial statements include the accounts of
TransAKT (BVI) Limited and its wholly owned subsidiaries TransAKT Bio Agritech
Ltd.,collectively referred to within as the Company. All material intercompany
accounts, transactions, and profits have been eliminated in consolidation.
Going Concern
The Company has incurred a net profit( loss) attributable to
common stockholders of $(239,434) and $(1,732,458 ) during the nine months ended
September 30, 2015 and 2014, respectively, and had an accumulated deficit of
$21,753,656 and $21,514,222 as of September 30, 2015 and December 31, 2014,
respectively.
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. This basis
of accounting contemplates the recovery of the Companys assets and the
satisfaction of liabilities in the normal course of business. This presentation
presumes funds will be available to finance ongoing research and development,
operations and capital expenditures and permit the realization of assets and the
payment of liabilities in the normal course of operations for the foreseeable
future.
The ability of the Company to continue research and development
projects and realize the capitalized value of proprietary technologies and
related assets is dependent upon future commercial success of the technologies
and raising sufficient funds to continue research and development as well as to
effectively market its products. Through September 30, 2015, the Company has not
realized commercial success of the technologies, nor have they raised sufficient
funds to continue research and development or to market its products.
There can be no assurances that there will be adequate
financing available to the Company and the consolidated financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.
F-5
The Company has taken certain restructuring steps to provide
the necessary capital to continue its operations. These steps included: (1)
Tightly budgeting and controlling all expenses; (2) Expanding the companys
operations into China, expanding product lines and recruiting a strong sales
team to significantly increase sales revenue and profit in the coming future and
cooperate with local partners in the Guangdong province to research and develop
new products; (3) The Company plans to continue actively seeking additional
funding opportunities to improve and expand upon our product lines.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles in the United States (GAAP) requires
management to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Revenue Recognition
Revenues are recognized when finished products are shipped to
customers and both title and the risks and rewards of ownership are transferred
and collectability is reasonably assured. The Companys revenues are recorded
upon confirmed acceptance after inspection by the customers of the Company.
Exchange Gain (Loss):
During the nine months ended September 30, 2015 and 2014, the
transactions of TransAKT Bio Agritech Ltd. were denominated in foreign currency
and were recorded in Hong Kong Dollar (HKD) at the rates of exchange in effect
when the transactions occur. Exchange gains and losses are recognized for the
different foreign exchange rates applied when the foreign currency assets and
liabilities are settled.
Translation Adjustment
The Company financial statements are presented in the U.S.
dollar ($), which is the Companys reporting currency, while its functional
currency is Hong Kong Dollar (HKD). Transactions in foreign currencies are
initially recorded at the functional currency rate ruling at the date of
transaction. Any differences between the initially recorded amount and the
settlement amount are recorded as a gain or loss on foreign currency transaction
in the consolidated statements of income. Monetary assets and liabilities
denominated in foreign currency are translated at the functional currency rate
of exchange ruling at the balance sheet date. Any differences are taken to
profit or loss as a gain or loss on foreign currency translation in the
statements of income.
In accordance with ASC 830, Foreign Currency Matters, the
Company translates the assets and liabilities into U.S. dollar ($) using the
rate of exchange prevailing at the balance sheet date and the statements of
operations and cash flows are translated at an average rate during the reporting
period. Adjustments resulting from the translation from HK dollar into U.S.
dollar are recorded in stockholders equity as part of accumulated other
comprehensive income.
Comprehensive Income
Comprehensive income includes accumulated foreign currency
translation gains and losses. The Company has reported the components of
comprehensive income on its statements of stockholders equity.
Advertising
Advertising expenses consist primarily of costs of promotion
for corporate image and product marketing and costs of direct advertising. The
Company expenses all advertising costs as incurred.
F-6
Income Taxes
The Company accounts for income taxes in accordance with ASC
740, Income Taxes, which requires that the Company recognize deferred tax
liabilities and assets based on the differences between the financial statement
carrying amounts and the tax basis of assets and liabilities, using enacted tax
rates in effect in the years the differences are expected to reverse. Deferred
income tax benefit (expense) results from the change in net deferred tax assets
or deferred tax liabilities. A valuation allowance is recorded when, in the
opinion of management, it is more likely than not that some or all of any
deferred tax assets will not be realized.
Statement of Cash Flows
In accordance with generally accepted accounting principles
(GAAP), cash flows from the Companys operations are based upon the local
currencies. As a result, amounts related to assets and liabilities reported on
the statement of cash flows will not necessarily agree with changes in the
corresponding balances on the balance sheet.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk are accounts receivable and other receivables
arising from its normal business activities. The Company has a diversified
customer base. The Company controls credit risk related to accounts receivable
through credit approvals, credit limits and monitoring procedures. The Company
routinely assesses the financial strength of its customers and, based upon
factors surrounding the credit risk, establishes an allowance, if required, for
uncollectible accounts and, as a consequence, believes that its accounts
receivable credit risk exposure beyond such allowance is limited.
Cash and Cash Equivalents
Cash and cash equivalents include cash in hand and cash in time
deposits, certificates of deposit, and all highly liquid debt instruments with
original maturities of three months or less.
Allowance for Doubtful Accounts
The Company maintains reserves for potential credit losses on
accounts receivable. Management reviews the composition of accounts receivable
and analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves. Allowance for doubtful debts amounted
to $0 and $30,459 as of September 30, 2015 and December 31, 2014.
Inventory
Inventories are valued at the lower of cost (determined on a
weighted average basis) or market. The Management compares the cost of
inventories with the market value and allowance is made for writing down their
inventories to market value, if lower.
F-7
Property, Plant & Equipment
Property and equipment are stated at cost. Expenditures for
maintenance and repairs are charged to earnings as incurred; additions, renewals
and betterments are capitalized. When property and equipment are retired or
otherwise disposed of, the related cost and accumulated depreciation are removed
from the respective accounts, and any gain or loss is included in operations.
Depreciation of property and equipment is provided using the straight-line
method for substantially all assets with estimated lives of:
|
Furniture and Fixtures |
3 - 5 years |
|
Machine and equipment |
3 - 10 years |
|
Computer Hardware and Software |
3 - 5 years |
|
Automobile |
3 - 5 years |
|
Leasehold improvement |
30 years
|
The cost and related accumulated depreciation of assets sold or
otherwise retired are eliminated from the accounts and any gain or loss is
included in the statements of operations. The cost of maintenance and repairs is
charged to expenses as incurred, whereas significant renewals and betterments
are capitalized.
Long-term assets of the Company are reviewed annually as to
whether their carrying value has become impaired, pursuant to the guidelines
established in FASB ASC Topic 360, Property, Plant, and Equipment (formerly
SFAS No. 144). The Company also re-evaluates the periods of amortization to
determine whether subsequent events and circumstances warrant revised estimates
of useful lives.
Fair Value of Financial Instruments
In the first quarter of fiscal year 2008, the Company adopted
Accounting Standards Codification subtopic 820-10, Fair Value Measurements and
Disclosures (ASC 820-10). ASC 820-10 defines fair value, establishes a
framework for measuring fair value, and enhances fair value measurement
disclosure. ASC 820-10 delays, until the first quarter of fiscal year 2009, the
effective date for ASC 820-10 for all non-financial assets and non-financial
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). The adoption of
ASC 820-10 did not have a material impact on the Companys financial position or
operations.
Effective October 1, 2008, the Company adopted Accounting
Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures
(ASC 820-10) and Accounting Standards Codification subtopic 825-10, Financial
Instruments (ASC 825-10), which permits entities to choose to measure many
financial instruments and certain other items at fair value. Neither of these
statements had an impact on the Companys unaudited condensed consolidated
financial position, results of operations or cash flows. The carrying value of
cash and cash equivalents, accounts payable and short-term borrowings, as
reflected in the balance sheets, approximate fair value because of the
short-term maturity of these instruments.
Stock-based Compensation
The Company records stock-based compensation expense pursuant
to ASC 718-10, "Share Based Payment Arrangement, which requires
companies to measure compensation cost for stock-based employee compensation
plans at fair value at the grant date and recognize the expense over the
employee's requisite service period. The Companys expected volatility
assumption is based on the historical volatility of Companys stock or the
expected volatility of similar entities. The expected life assumption is
primarily based on historical exercise patterns and employee post-vesting
termination behavior. The risk-free interest rate for the expected term of the
option is based on the U.S. Treasury yield curve in effect at the time of
grant.
Stock-based compensation expense is recognized based on awards
expected to vest, and there were no estimated forfeitures as the Company has a
short history of issuing options. ASC 718-10 requires forfeitures to be
estimated at the time of grant and revised in subsequent periods, if necessary,
if actual forfeitures differ from those estimates.
F-8
Net Loss Per Share
The Company has adopted Accounting Standards Codification
subtopic 260-10, Earnings Per Share (ASC 260-10) which specifies the
computation, presentation and disclosure requirements of earnings per share
information. Basic earnings per share have been calculated based upon the
weighted average number of common shares outstanding. Common equivalent shares
are excluded from the computation of the diluted loss per share if their effect
would be anti-dilutive.
Intangible Assets
Intangible assets include a patent. With the adoption of FASB
ASC Topic 350, Intangibles (formerly SFAS No. 142), intangible assets with a
definite life are amortized on a straight-line basis. The patent is being
amortized over its estimated life of 10 years. Intangible assets with a definite
life are tested for impairment whenever events or circumstances indicate that a
carrying amount of an asset (asset group) may not be recoverable. An impairment
loss would be recognized when the carrying amount of an asset exceeds the
estimated undiscounted cash flows used in determining the fair value of the
asset. The amount of the impairment loss to be recorded is calculated by the
excess of the assets carrying value over its fair value. Fair value is
generally determined using a discounted cash flow analysis. Costs related to
internally develop intangible assets are expensed as incurred.
Recent Accounting Pronouncements
The FASB has issued Accounting Standards Update (ASU) No.
2015-01 about Simplifying Income Statement Presentation by Eliminating the
Concept of Extraordinary Items. The objective is to reduce the cost and
complexity of income statement presentation by eliminating the concept of
extraordinary items while maintaining or improving the usefulness of the
information provided to the users of financial statements. The extraordinary
items must met two criterias: unusual nature and infrequency of occurrence. If
an event or transaction meets the criteria for extraordinary classification, an
entity is required to segregate the extraordinary item from the results of
ordinary operations and show the item separately in the income statement, net of
tax, after income from continuing operations. The entity also is required to
disclose applicable income taxes and either. This amendment will be effective
for annual periods, and interim periods within those annual periods, beginning
after December 15, 2015. The Board decided to permit early adoption provided
that the guidance is applied from the beginning of the fiscal year of adoption.
In February 18, 2015, FASB issued ASU 2015-02Consolidation
(Topic 810). The amendments in this Update affect reporting entities that are
required to evaluate whether they should consolidate certain legal entities. All
legal entities are subject to re-evaluation under the revised consolidation
model. Specifically, the amendments: (1) Modify the evaluation of whether
limited partnerships and similar legal entities are variable interest entities
(VIEs) or voting interest entities; (2) Eliminate the presumption that a general
partner should consolidate a limited partnership; (3) Affect the consolidation
analysis of reporting entities that are involved with VIEs, particularly those
that have fee arrangements and related party relationships; (4) Provide a scope
exception from consolidation guidance for reporting entities with interests in
legal entities that are required to comply with or operate in accordance with
requirements that are similar to those in Rule 2a-7 of the Investment Company
Act of 1940 for registered money market funds. The amendments in this Update are
effective for public business entities for fiscal years, and for interim periods
within those fiscal years, beginning after December 15, 2015. The adoption of
this standard is not expected to have a material impact on the Companys
consolidated financial position and results of operations.
The FASB has issued ASU No. 2015-03 about Simplifying the
Presentation of Debt Issuance Costs. The objective is to require that debt
issuance costs related to a recognized debt liability be presented in the
balance sheet as a direct deduction from the carrying amount of that debt
liability, consistent with debt discounts. The recognition and measurement
guidance for debt issuance costs are not affected by the amendments in this
Update. For public business entities, the amendments in this Update are
effective for financial statements issued for fiscal years beginning after
December 15, 2015, and interim periods within those fiscal years. For all other
entities, the amendments in this Update are effective for financial statements
issued for fiscal years beginning after December 15, 2015, and interim periods
within fiscal years beginning after December 15, 2016. Early adoption of the
amendments in this Update is permitted for financial statements that have not
been previously issued.
F-9
The FASB has issued ASU No. 2015-05 about Intangibles-Goodwill
and Other-Internal-Use Software. The objective is to provide a guidance about
whether a cloud computing arrangement includes a software license. If a cloud
computing arrangement includes a software license, then the customer should
account for the software license element of the arrangement consistent with the
acquisition of other software licenses. If a cloud computing arrangement does
not include a software license, the customer should account for the arrangement
as a service contract. The amendment will not change GAAP for a customers
accounting for service contracts. In addition, the guidance in this Update
supersedes paragraph 350-40-25-16. Consequently, all software licenses within
the scope of Subtopic 350-40 will be accounted for consistent with other
licenses of intangible assets. For public business entities, the Board decided
that the amendments will be effective for annual periods, including interim
periods within those annual periods, beginning after December 15, 2015. For all
other entities, the amendment will be effective for annual periods beginning
after December 15, 2015, and interim periods in annual periods beginning after
December 15, 2016. Early adoption is permitted for all entities.
The FASB has issued ASU No. 2015-06 about Topic 260, Earnings
Per Share, which contains guidance that addresses master limited partnerships
that originated from Emerging Issues Task Force (EITF) Issue No. 07-4. This
amendment in this Update specify that for purposes of calculating historical
earnings per unit under the two-class method, the earnings (losses) of a
transferred business before the date of a dropdown transaction should be
allocated entirely to the general partner. In that circumstance, the previously
reported earnings per unit of the limited partners (which is typically the
earnings per unit measure presented in the financial statements) would not
change as a result of the dropdown transaction. Qualitative disclosures about
how the rights to the earnings (losses) differ before and after the dropdown
transaction occurs for purposes of computing earnings per unit under the
two-class method also are required. The amendments in this Update are effective
for fiscal years beginning after December 15, 2015, and interim periods within
those fiscal years. Earlier application is permitted.
The FASB has issued ASU No. 2015-07 about Topic 820, Fair Value
Measurement, which permits a reporting entity, as a practical expedient, to
measure the fair value of certain investments using the net asset value per
share of the investment. The amendments in this Update remove the requirement to
categorize within the fair value hierarchy all investments for which fair value
is measured using the net asset value per share practical expedient. The
amendments also remove the requirement to make certain disclosures for all
investments that are eligible to be measured at fair value using the net asset
value per share practical expedient. Rather, those disclosures are limited to
investments for which the entity has elected to measure the fair value using
that practical expedient. The amendments in this Update apply to reporting
entities that elect to measure the fair value of an investment within the
related scope by using the net asset value per share (or its equivalent)
practical expedient.
Other accounting standards that have been issued or proposed by
the FASB or other standards-setting bodies that do not require adoption until a
future date are not expected to have a material impact on the Companys
consolidated financial statements upon adoption.
Subsequent Events
The Company evaluated all events or transactions that occurred
after September 30, 2015 up through the date the Company issued these financial
statements.
F-10
NOTE 2 - RELATED PARTY TRANSACTIONS
Related party purchases
During the nine months ended September 30, 2015, the Company
purchased wholesale products for resale from Guangdong Dongrong Metal Products,
Co., Ltd., a company owned by a relative of our director and major shareholder.
The aggregate amount of the purchases was $72,145.
Due to/ from related parties
The Companys officer and shareholder has advanced funds to the
Company for working capital purpose. The Company has not entered into any
agreement on the repayment terms for these advances. As of September 30, 2015,
there were $191,000 advances outstanding.
NOTE 3 PROPERTY, PLANT, AND EQUIPMENT:
Property, plant and equipment consist of the following:
|
|
September 30, 2015 |
|
|
December 31, 2014 |
|
Machine and equipment
|
$ |
-
|
|
$ |
273,789 |
|
Furniture and fixtures |
|
- |
|
|
23,455 |
|
Leasehold improvements |
|
- |
|
|
- |
|
Total cost |
|
- |
|
|
297,244 |
|
Accumulated depreciation |
|
- |
|
|
(297,244 |
) |
|
$ |
- |
|
$ |
- |
|
Depreciation expenses were $0 and $329,312 for the nine months
ended September 30, 2015 and 2014, respectively.
NOTE 4 - COMMITMENTS
Operating Leases
The Company leased various office, warehouse, store, and
factory facilities under operating leases that expire on various dates through
2020. Rental expense for these leases consisted of approximately $2,078 and
$104,511 for the nine months ended September 30, 2015 and 2014, respectively.
Effective June 30, 2015, the Company sold its subsidiaries,
Transakt Taiwan Ltd.,Vegfab Agricultural Technology Co. Ltd., and TransAKT
Holdings Ltd. (Turks & Caicos), which held the leases.As a result of the
sale the Company has no further lease commitments.
F-11
NOTE 5 SHARE-BASED COMPENSATION
On April 19, 2013, the Company granted to a consultant of the
Company options to purchase 1,000,000 of the Companys common stock for services
performed for the Company, at an exercise price of $0.03 per share. The options
have a five-year contractual term and are vested at the date of grant.
In accordance with the guidance provided in ASC Topic 718,
Stock Compensation, the compensation costs associated with these options are
recognized, based on the grant-date fair values of these options, over the
requisite service period, or vesting period. Accordingly, the Company recognized
a compensation expense of $56,643 for the period ended December 31, 2013.
The Company estimated the fair value of these options using the
Black-Scholes-Merton option pricing model based on the following
weighted-average assumptions:
Date of grant |
|
19-Apr-13 |
|
Fair value of common
stock on date of grant (A) |
$ |
0.06 |
|
Exercise price of the options |
$ |
0.03 |
|
Expected life of the options
(years) |
|
2.50 |
|
Dividend yield |
|
0.00% |
|
Expected volatility |
|
223.57% |
|
Risk-free interest rate |
|
0.27% |
|
Expected forfeiture per year
(%) |
|
0.00% |
|
Weighted-average fair value of the options
(per unit) |
$ |
0.0566 |
|
(A) |
The fair value of the Company's common stock was obtained
from the closing price on the OTC Bulletin Board as of the dates of
grant. |
Fair value hierarchy of the above assumptions can be
categorized as follows:
(1) |
Level 1 inputs include: |
|
|
|
Fair value of common stock on date of grant- Obtained
from the closing price of the Companys common stock quoted on the OTC
Bulletin Board as of the date of grant. |
|
|
(2) |
Level 2 inputs include: |
|
|
|
Expected volatility- Based on historical volatility of
the closing price of the Companys common stock quoted on the OTC Bulletin
Board. |
|
|
|
Risk-free rate- The risk-free rate of return reflects the
interest rate for United States Treasury Note with similar
time-to-maturity to that of the options. |
|
|
(3) |
Level 3 inputs include: |
|
|
|
Expected lives- The expected lives of options granted
were derived from the output of the option valuation model and represented
the period of time that options granted are expected to be
outstanding. |
|
|
|
Expected forfeitures per year- The expected forfeitures
are estimated at the dates of grant and will be revised in subsequent
periods pursuant to actual forfeitures, if significantly different from
the previous estimates. |
The estimates of fair value from the model are theoretical
values of stock options and changes in the assumptions used in the model could
result in materially different fair value estimates. The actual value of the
stock options will depend on the market value of the Companys common stock when
the stock options are exercised.
F-12
Options issued and outstanding as of September 30, 2015 and
their activities during the twelve months then ended are as follows:
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
|
Number of |
|
|
Weighted-Average
|
|
|
Contractual Life
|
|
|
|
Underlying |
|
|
Exercise Price
Per |
|
|
Remaining in |
|
|
|
Shares |
|
|
Share |
|
|
Years |
|
Outstanding as of January 1,
2015 |
|
- |
|
$ |
- |
|
|
|
|
Granted |
|
1,000,000 |
|
|
0.03 |
|
|
|
|
Expired |
|
- |
|
|
- |
|
|
|
|
Forfeited |
|
- |
|
|
- |
|
|
|
|
Outstanding as of September
30, 2015 |
|
1,000,000 |
|
|
0.03 |
|
|
2.50 |
|
Exercisable as of September 30, 2015 |
|
1,000,000 |
|
|
0.03 |
|
|
2.50 |
|
Vested and expected to vest
|
|
1,000,000 |
|
|
0.03 |
|
|
2.50 |
|
As of December 31, 2013, the aggregate intrinsic value of
options outstanding was $56,643.
NOTE 6 NON-CONTROLLING INTEREST
On October 30, 2013, the Company purchased a 60% controlling
equity interest in a subsidiary, TransAKT BIO Agritech Ltd. On May 6, 2015, the
Company acquired the remaining 40% of TransAKT BIO Agritech Ltd. from Million
Talented Ltd. As such, TransAKT BIO Agritech Ltd. became a wholly-owned
subsidiary of the Company, and our primary business. The non-controlling
interest consisted of the following:
|
|
September 30, 2015 |
|
|
December 31, 2014 |
|
Beginning Balance |
$ |
(12,930 |
)
|
$ |
(10,244 |
)
|
Formation of subsidiary |
|
- |
|
|
- |
|
Net income/ (loss) attributed
to non-controlling interest |
|
|
|
|
(2,170 |
)
|
Other comprehensive income attributable to
non-controlling interest |
|
- |
|
|
(516 |
) |
Acquisition of minority
interest |
|
12,930 |
|
|
|
|
|
$ |
- |
|
$ |
(12,930 |
)
|
F-13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”,
“should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or
other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our
industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this current report and unless otherwise indicated, the terms "we", "us" and "our" mean TransAKT Ltd., a Nevada corporation, and our wholly owned subsidiary, TransAKT Bio Agritech Ltd., in Hong Kong (S.A.R), unless otherwise indicated.
General Overview
TransAKT Ltd. was incorporated in the Province of British Columbia on December 10, 1996 as Green Point Resources Inc. On October 18, 2000, we changed our name to Wildcard Wireless Solutions Inc. On June 30, 2001, we filed Articles of Continuance in
the Province of Alberta and became an Alberta corporation. On that same day, we conducted an amalgamation with Wildcard Communications Canada Inc., an Alberta corporation, our wholly-owned subsidiary, wherein Wildcard Communications Canada was
merged into Wildcard Wireless Solutions Inc. On June 20, 2003, we changed our name to TransAKT Corp. We changed our name from TransAKT Corp. to TransAKT Ltd. on July 12, 2006. Effective December 2, 2010, following approval by our shareholders on
November 17, 2010, we re-domesticated our company from the Province of Alberta, Canada and became a Nevada corporation.
We have operated principally as a research and development company since our inception. Initial seed capital has been directed toward areas of product research and development, patent filings and administration. We initially focused on the research,
design, development and manufacturing of mobile payment terminals. However, the sale of these payment terminals reached its end-of life due to changes in cellular phone regulations and limited acceptance in the marketplace.
In October 2004, we purchased the existing business and certain assets of IP Mental Inc., a Taiwan-based Voice over Internet Protocol (“VoIP”) hardware and software provider. On November 15, 2006, we acquired Taiwan Harlee International
Co. Ltd. (“HTT”), a Taiwan-based leading designer, manufacturer and distributor of telecommunications equipment, including specialized VoIP-compatible phone systems. These acquisitions were intended to enable us to remain competitive in
the marketplace. Our current business is the design, development and manufacturing of telecommunications equipment, including VoIP compatible telephone systems and multi-line cordless telephone systems.
On November 15, 2006, we acquired HTT, for the sum of
$5,000,000. The purchase price was paid by the delivery to the shareholders of
HTT of: (i) $200,000 in cash; (ii) $300,000 in a promissory note from us due in
cash six months after closing; (iii) 50,000,000 of our common voting shares,
with a deemed value of $0.09 per share; and (iv) 5,000,000 of our common voting
shares issued to Mr. James Wu as performance-based compensation. Other than the
acquisitions of IP Mental Inc. and HTT, we have generally only had capital
expenditures on computer equipment, tools and dies, patents, and trademarks.
We have mainly financed our operations through the use of debt
and the issuance of equity in private placements. In October 2006, we repaid a
loan we took against inventory produced to fund our first commercial run of our
payment terminals. We settled the loan for $90,000 using funds raised from the
private placement of our shares. In the short-term and until our sales are
sufficient to fund operations, we will continue to finance our operations
through debt or equity financing.
On August 12, 2010, we filed a Form S-4 Registration Statement
in connection with the continuation of our company from Alberta to Nevada. We
registered 102,645,120 shares of common stock of TransAKT Ltd. (Nevada) which
were issued to the shareholders of TransAKT Ltd. (Alberta) on a one-for-one
basis to the number of shares held by them.
Effective June 25, 2012, the Nevada Secretary of State accepted
for filing of a certificate of amendment, wherein, we amended our articles of
incorporation to increase the authorized number of shares of our common stock
from 300,000,000 to 700,000,000 shares of common stock, par value of $0.001 per
share. Our preferred stock remains unchanged.
On May 3, 2012, we entered into an Asset Purchase and Sale
Agreement with Vegfab Agricultural Technology Co. Ltd. (Vegfab), a Taiwanese
corporation, pursuant to which we intended to acquire the material assets of
Vegfab. Vegfab is in the business of manufacturing innovative indoor
agricultural equipment used to grow a large variety of vegetables and fruit
using simulated sunlight from LED lamps in a proprietary hydroponic system.
Vegfabs product line includes systems for commercial production and a home
growing system which allows families to grow safe and clean fruit and vegetables
in their own homes. Prior to completion of the transaction we and Vegfab elected
instead to proceed by way of a share purchase and, effective July 16, 2012, we
acquired all outstanding securities of Vegfab. In consideration of the Vegfab
securities, we had paid $1,000,000 in cash and issued 150,000,000 shares of our
common stock to the shareholders of Vegfab which constituted approximately 37.2%
of our common stock at the time of closing. As a result of the transaction
Vegfab became our wholly owned subsidiary and primary business unit. Vegfab has
since become engaged in the operation of a plant factory in Taiwan for the
production of pesticide-free vegetables.
Previously, we entered into a performance compensation
agreement dated June 15, 2006 with James Wu, our president and chief executive
officer, pursuant to which our company was required to pay Mr. Wu share
compensation of 10% of the value of any venture acquisition that Mr. Wu secured
for our company. As a result, in July 2012, we issued to Mr. Wu 18,333,333
shares of our companys common stock with respect to the acquisition of Vegfab.
On January 4, 2013, we entered into a share purchase and sale
agreement with Mr. Pan Yen Chu pursuant to which we sold to Mr. Pan 100% of all
issued and outstanding securities in our wholly owned subsidiary HTT. In
consideration of the sale of HTT, Mr. Pan has transferred to our company
45,000,000 previously issued common voting shares of our company with a deemed
value of $0.04 per share or $1.8 million in the aggregate. The transfer of
common shares was completed on January 7, 2013. In connection with the sale HTT,
the 45,000,000 common shares of our company received as consideration will be
returned to treasury. The 45,000,000 shares constitute approximately 11.5% of
our companys currently issued and outstanding common stock.
On October 30, 2013, Million Talented Ltd., a third party,
contributed $516 (equals to HKD 4,000) to obtain 40% ownership of TransAKT Bio
Agritech Ltd., formerly named as TransAKT (H.K) Ltd., (TransAKT H.K.).
TransAKT H.K. was incorporated in Hong Kong on November 20, 2007. It had no
operations until 2013. TransAKT H.K.'s primary business is conducting research
and development on new agricultural technology relating to the Companys
business. On May 6, 2015, the Company acquired the remaining 40% of the TransAKT
H.K. from Million Talented Ltd. As such, The Company wholly owned its subsidiary
of TransAKT BIO Agritech Ltd. And it becomes our primary business unit.
On June 30,2015, our wholly owned subsidiary, TransAKT Taiwan
Ltd., entered into a Share Transfer Agreement among Vegfab Agricultural
Technology Co. Ltd. and Miss. Peng YuChi pursuant to which Miss Peng acquired
100% of the issued and outstanding securities of Vegfab Agricultural Technology
Co. Ltd. in consideration of $100,000. There are no material relationships
between Peng YuChi and our company and its affiliates .
Vegfab Agricultural Technology Co. Ltd. was the sole material
asset of TransAKT Taiwan Ltd. and its parent company (and our subsidiary),
TransAKT Holdings Ltd., a Turks and Caicos company. Subsequent to the sale of
Vegfab Agricultural Technology Co. Ltd., pursuant to a Share Purchase Agreement
dated June 30, 2015 with James Wu, our company sold TransAKT Holdings Ltd. (and
its subsidiary, TransAKT Taiwan Ltd.) to Mr. Wu for a consideration of $100,000.
Mr. Wu served as our President, Chief Executive Officer, and Director from
October 25, 2004 until March 12, 2015 and is also a non-affiliated shareholder
of our company.
Following the sale of Vegfab Agricultural Technology Co. Ltd.,
TransAKT Taiwan Ltd., and TransAKT Holdings Ltd. in the above described
transactions, our sole remaining subsidiaries are TransAKT (BVI) Ltd., and its
wholly owned subsidiary, TransAKT Bio Agritech Ltd., a Hong Kong (S.A.R)
corporation. It is the primary business unit of TransAKT Ltd.
Our Current Business
We began operations in 1997 and commercialized our first
product line of wireless point-of-sale (WPOS) terminals in April 2003. With
the use of cellular phones, these terminals allow merchants to accept payments
anywhere, anytime. However, our WPOS terminals were discontinued due to changes
in cellular phone regulations and limited acceptance in the marketplace. In
October 2004, through the acquisition of the business and certain assets of IP
Mental Inc., we entered the VoIP business. On November 15, 2006, we acquired
Taiwan Harlee International Co. Ltd. (HTT), a Taiwan-based leading designer,
manufacturer and distributor of telecommunications equipment, including
specialized VoIP-compatible phone systems. These acquisitions were intended to
enable us to remain competitive in the VoIP marketplace by engaging in the
design, development, manufacturing and sale of telecommunications equipment,
including VoIP compatible telephone systems and multiline cordless telephone
systems.
Effective July 16, 2012, we acquired all outstanding securities
of Vegfab Agricultural Technology Co. Ltd. (Vegfab), a Taiwanese corporation,
With the acquisition of Vegfab we entered the business of manufacturing
agricultural equipment used to grow a large variety of vegetables and fruit
using simulated sunlight from LED lamps in a proprietary hydroponic system.
Vegfabs product line includes systems for commercial production and a home
growing system which allows families to grow safe and clean fruit and vegetables
in their own homes. Vegfab has since become engaged in the operation of a plant
factory in Taiwan for the production of pesticide-free vegetables.
Concurrently with our acquisition of Vegfab, our management
began planning our exit from the VoIP telecommunications business owing to
diminishing growth opportunities for our Company in that industry. Subsequently,
on January 4, 2013, we entered into a share purchase and sale agreement with Mr.
Pan Yen Chu pursuant to which we sold to Mr. Pan 100% of all issued and
outstanding securities in our wholly owned subsidiary HTT in consideration for
the cancellation and return to treasury of 45,000,000 previously issued common
voting shares of our company with a deemed value of $0.04 per share or $1.8
million in the aggregate. The transfer of common shares was completed on January
7, 2013. The 45,000,000 shares constitute approximately 11.5% of our companys
currently issued and outstanding common stock.
As a result of our sale of HTT, Vegfab Agricultural Technology
Co. Ltd. became our primary business unit.
We incurred a net profit (loss) attributable to common stockholders of $(239,434) and $(1,732,458) during the nine months ended September 30, 2015 and 2014, respectively, and had an accumulated deficit of $21,753,656 and $21,514,222
as of September 30, 2015 and December 31, 2014, respectively. In addition, we expect to incur an operating loss in the 2015 fiscal year.
Due to recurring losses from operations, effective February 15, 2015, our management has permanently idled Vegfab’s plant factory. Consequently our management decided to sell Vegfab Agricultural Technology Co. Ltd. to a third party. On June
30,2015, our wholly owned subsidiary, TransAKT Taiwan Ltd., entered into a Share Transfer Agreement with Miss. Peng YuChi pursuant to which Miss Peng acquired 100% of the issued and outstanding securities of Vegfab Agricultural Technology Co. Ltd.
in consideration of $100,000. Subsequent to the sale of Vegfab Agricultural Technology Co. Ltd., pursuant to a Share Purchase Agreement dated June 30, 2015 with James Wu, our company sold TransAKT Holdings Ltd. (and its subsidiary, TransAKT
Taiwan Ltd.) to Mr. Wu for a consideration of $100,000 . Mr. Wu served as our President, Chief Executive Officer, and Director from October 25, 2004 until March 12, 2015and is also a non-affiliated shareholder of our company.
Following the sale of Vegfab Agricultural Technology Co. Ltd., TransAKT Taiwan Ltd., and TransAKT Holdings Ltd. in the above described transactions, our core business strategy will focus on mainland China and will be carried out by TransAKT BIO
Agritech Ltd., a wholly owned subsidiary of our Company. We are looking for any opportunities to acquire profitable business and assets in China, mainly in Guangdong province. In the meantime, we continue actively seeking additional funding
opportunities to support our acquisition and sustain our operations.
Cash Requirements
We used cash in operations of $844,716 for the nine months ended September 30, 2015. We continue to be dependent on the proceeds of equity and non-equity financing to fund our operations. No assurances can be given that our actual cash
requirements will fall within our budget that anticipated revenues will be realized when needed, that lines of credit will be available to us if required, or that additional capital will be available to us. We anticipate that over the next twelve
months, we will need a minimum of $1,100,000 to sustain operations and execute our business plan.
Our plan of operations for fiscal 2015 includes the following
budgeted expenditures:
12 Month
Capital Requirements Forecast |
USD4 |
|
Beginning January 1, 2015 |
Capital required
for expansion plans1 |
$300,000 |
Salaries |
$270,000 |
Rent2
|
$70,000 |
Utilities3 |
$120,000 |
Accounting and
Legal Expenses |
$120,000 |
Public company
reporting costs |
$17,500 |
Selling, general
and administrative expense |
$100,000 |
Contingency |
$100,000 |
Total |
$1,097,500 |
|
1. |
Capital for plan to open 1 small vegetable factory for
demonstration purpose, further research and development
expenses. |
|
2. |
Rent expense includes minimum lease payments due during
2015 for current plant factory. |
|
3. |
Utilities expense for current plant factory will be
approximately $10,000 per month. |
|
4. |
Based on 2014 average exchange rate of
$0.03300. |
As of September 30, 2015, we will require additional financing
of approximately $1,100,000 to execute our business strategy for fiscal 2015. If
we are unable to raise sufficient financing, we intend to scale back our
business in order to accommodate available financing or revenue streams derived
from our current operations.
Results of Operations for the Three Months Ended
September 30, 2015 and 2014
Our operating results for the three months ended September 30,
2015 and 2014 are summarized as follows:
|
Three Months ended
|
Three Months ended
|
|
September 30, 2015
|
September 30, 2014
|
|
($) |
($) |
Operating revenues |
- |
112,855 |
Operating costs and expenses |
58,455 |
633,222 |
Profit (Loss) from operations |
(58,455) |
(520,367) |
Other income(expenses) |
(401,550) |
2,109 |
Provision for income taxes expense (benefit) |
- |
- |
Net
profit (loss) |
(460,005) |
(518,258) |
Net
profit(loss) attributable to non-controlling interest |
- |
(5,964) |
Net
profit(loss) attributable to TRANSAKT LTD. |
(460,005) |
(512,294) |
|
|
|
Net loss per share (basic and diluted) |
0.00 |
0.00 |
Net Revenues and Cost of Sales
Net revenues decreased by approximately $112,855 or
approximately 100% from $112,855 for the three months ended September 30, 2014
to $0 for the three months ended September 30, 2015. The decrease in net
revenues was primarily due to the closing of our plant factory on February
15,2015.
Operating Expenses
Operating expenses were $58,455for the three months ended
September 30, 2015, compared to $633,222 for the three months ended September
30, 2014, representing a decrease of $574,767. The decrease in operating
expenses resulted from the closing of our plant factory on February 15, 2015.
Loss from Operations
Loss from operations was $58,455 for the three months ended
September 30, 2015, compared to $520,367 for the three months ended September
30, 2014, representing a decrease of $461,912 The decrease in loss from
operations was primarily due to the cost reductions resulting from the closing
of our plant factory on Feb 15, 2015.
Other Income or Expenses
Other income (expenses) decreased by approximately $403,659 to
($401,550) in expenses to for the three months ended September 30, 2015 from
$2,109 in income recorded for the same period in 2014. The expenses increase was
due to the $401,550 loss resulting from the disposal of our subsidiary combined
with an absence of interest income and currency exchange gains during the most
recent period .
Net Income (Loss) attributable to TRANSAKT LTD.
As a result of the above factors, we have net loss attributable
to the Companys common stockholders of approximately $460,005 for the three
months ended September 30, 2015 compared to loss approximately $512,294 for the
three months ended September 30, 2014.
Results of Operations for the nine Months Ended September
30, 2015 and 2014
Our operating results for the nine months ended September 30,
2015 and 2014 are summarized as follows:
|
Nine Months ended
|
Nine Months ended
|
|
September 30, 2015
|
September 30, 2014
|
|
($) |
($) |
Operating revenues |
81,145 |
334,459 |
Operating costs and expenses |
238,655 |
2,073,507 |
Profit (loss) from operations |
(157,510) |
(1,739,048) |
Other income(expenses) |
(81,924) |
2,348 |
Provision for income taxes expense (benefit)
|
- |
- |
Net profit (loss) |
(239,434) |
(1,736,700) |
Net gain( loss) attributable to non-controlling
interest |
- |
(4,242) |
Net gain( loss) attributable to TRANSAKT LTD.
|
(239,434) |
(1,732,458) |
|
|
|
Net loss per share (basic and diluted) |
0.00 |
0.00 |
Net Revenues and Cost of Sales
Net revenues decreased by approximately $253,314 or
approximately 76% from $334,459 for the nine months ended September 30, 2014 to
$81,145 for the nine months ended September 30, 2015. The decrease in net
revenues was primarily due to the closing of our plant factory on February
15,2015.The only sales revenue for the period is attributed to the sale of
planting equipment shipped to Singapore. Cost of sales for the nine months ended
September 30, 2015 was $72,145.Gross profit as a percentage of net revenues was
11% for the nine months ended September 30, 2015.
Operating Expenses
Operating expenses were $166,510 for the nine months ended
September 30, 2015, compared to $662,290 for the nine months ended September 30,
2014, representing a decrease of $495,780. The decrease in operating expenses
resulted from closing of our plant factory on February 15, 2015.
Loss from Operations
Loss from operations was $157,510 for the nine months ended
September 30, 2015, or approximately 194% of net revenues, compared to
$1,739,048 for the nine months ended September 30, 2014, representing a decrease
of $1,581,538 .The decrease in loss from operations resulted primarily from cost
reductions flowing from the closing of our plant factory on February 15,
2015.
Other Income or Expenses
Other expenses increased by approximately $84,272 to $81,924
for the nine months ended September 30, 2015 from income of $2,348 for the same
period in 2014. The increase was due to the disposal of our subsidiary during
the period.
Net Income (Loss) attributable to TRANSAKT LTD.
As a result of the above factors, we have net loss attributable
to the Companys common stockholders of approximately $239,434 for the nine
months ended September 30, 2015 compared to loss approximately $1,732,458 for
the nine months ended September 30,2014, representing a decrease of $1,493,024
or approximately by 86%.The decrease of net loss attributable to the company was
primary due to the cost reduced after the close down of the plant factory on
February 15,2015.
Liquidity and Capital Resources
Our financial position as of September 30, 2015 and December
31, 2014 and the changes for the periods then ended are as follows:
Working Capital
|
|
As of |
|
|
As of |
|
|
|
September 30, 2015 |
|
|
December 31, 2014 |
|
Current Assets |
$ |
176,490 |
|
$ |
1,231,433 |
|
Current Liabilities |
$ |
219,950 |
|
$ |
1,127,398 |
|
Working Capital |
$ |
(43,460 |
) |
$ |
104,035 |
|
Our working capital surplus decreased from $104,035at December
31, 2014 to $(43,460) as at September 30, 2015, primarily as a result of
decreases in cash and cash equivalents, accounts receivable, inventory, amounts
due from related parties, prepayments, and decreases in accounts payable,
accrued expenses, construction payable, and obligation under capital lease,
partially offset by increases in other receivables and advances to suppliers,
and amounts due to related parties.
Cash Flows
|
|
Nine months |
|
|
Nine months |
|
|
|
Ended |
|
|
Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2015 |
|
|
2014 |
|
Net cash used in operating activities |
$ |
(844,716 |
) |
$ |
(2,118,261 |
) |
Net cash used in investing activities |
$ |
(628 |
) |
$ |
(190,548 |
) |
Net cash provided by financing activities
|
$ |
191,000 |
|
$ |
327,632 |
|
Net increase (decrease) in Cash and Cash Equivalents during
the period |
$ |
(39,015 |
) |
$ |
(2,411,685 |
) |
Cash and Cash Equivalents, beginning of
period |
$ |
208,922 |
|
$ |
3,186,590 |
|
Cash and Cash Equivalents, end of period |
$ |
169,907 |
|
$ |
774,905 |
|
Operating Activities
Net cash flow used in operating activities during the nine
months ended September 30, 2015 was $844,716, representing a decrease of
$1,273,545 compared to net cash flow used in operating activities of $2,118,261
during the nine months ended September 30, 2014. The decrease in the cash used
in operating activities was primarily due to a $118,275 loss on long term
investment from the disposal of our subsidiary (2014 - $0), a $63,773decrease in
accounts receivable (2014 increase of $28,212), a $1,095,536 decrease in
accounts payable and accrued expenses (2014 - $376,831), a $113,924 decrease in
advance to suppliers (2014 increase is $561,651), a $73,715 decrease in
prepayments (2014 - $294,878) and a $61,639 decrease in inventories during the
period (2014 increase of $3,727).
Investing Activities
Net cash flow used in investing activities during the nine
months ended September 30, 2015 was $628, which was a decrease of $189,920,
compared to net cash used in investing activities of $190,548 during the nine
months ended September 30, 2014. The decrease in the cash used in investing
activities during fiscal 2015 compared to fiscal 2014 resulted primarily from
the absence during fiscal 2015 of cash used in the acquisition of property and
equipment (2014 - $99,016) and factory construction (2014 - $116,509), and the
absence of cash received from the disposal of fixed assets (2014 - $24,977).
Financing Activities
Net cash flow provided by financing activities during the nine
months ended September 30, 2015 was $ 191,000 which represented a decrease of
$136,632, compared to net cash provided by financing activities of $327,632
during the nine months ended September 30, 2014. The decrease in the cash
provided by financing activities was primarily attributable to the corresponding
decrease in amounts due to related parties offset by the absence of payments
under capital lease obligations (2014 - $56,297) during fiscal 2015.
Critical Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of TransAKT (BVI) Ltd. and its wholly owned subsidiary TransAKT BIO Agritech Ltd., collectively referred to “our company”. All material intercompany accounts, transactions, and
profits have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
Revenues are recognized when finished products are shipped to customers and both title and the risks and rewards of ownership are transferred and collectability is reasonably assured. The Company’s revenues are recorded upon confirmed
acceptance after inspection by the customers of the Company.
Exchange Gain (Loss):
During the nine months ended September 30, 2015 and 2014, the transactions of TransAKT Bio Agritech Ltd. were denominated in foreign currency and were recorded in and Hong Kong Dollar (HKD) at the rates of exchange in effect when the transactions
occur. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled.
Translation Adjustment
The Company financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency, while its functional currency is Hong Kong Dollar (HKD). Transactions in foreign currencies are initially recorded at the
functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income.
Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency
translation in the statements of income.
In accordance with ASC 830, Foreign Currency Matters, the Company translates the assets and liabilities into U.S. dollar ($) using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are
translated at an average rate during the reporting period. Adjustments resulting from the translation from HKD into U.S. dollar are recorded in stockholders’ equity as part of accumulated other comprehensive income.
Comprehensive Income
Comprehensive income includes accumulated foreign currency translation gains and losses. The Company has reported the components of comprehensive income on its statements of stockholders’ equity.
Advertising
Advertising expenses consist primarily of costs of promotion for corporate image and product marketing and costs of direct advertising. The Company expenses all advertising costs as incurred.
Income Taxes
The Company accounts for income taxes in accordance with ASC
740, Income Taxes, which requires that the Company recognize deferred tax
liabilities and assets based on the differences between the financial statement
carrying amounts and the tax basis of assets and liabilities, using enacted tax
rates in effect in the years the differences are expected to reverse. Deferred
income tax benefit (expense) results from the change in net deferred tax assets
or deferred tax liabilities. A valuation allowance is recorded when, in the
opinion of management, it is more likely than not that some or all of any
deferred tax assets will not be realized.
Statement of Cash Flows
In accordance with generally accepted accounting principles
(GAAP), cash flows from the Companys operations are based upon the local
currencies. As a result, amounts related to assets and liabilities reported on
the statement of cash flows will not necessarily agree with changes in the
corresponding balances on the balance sheet.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk are accounts receivable and other receivables
arising from its normal business activities. The Company has a diversified
customer base. The Company controls credit risk related to accounts receivable
through credit approvals, credit limits and monitoring procedures. The Company
routinely assesses the financial strength of its customers and, based upon
factors surrounding the credit risk, establishes an allowance, if required, for
uncollectible accounts and, as a consequence, believes that its accounts
receivable credit risk exposure beyond such allowance is limited.
Cash and Cash Equivalents
Cash and cash equivalents include cash in hand and cash in time
deposits, certificates of deposit, and all highly liquid debt instruments with
original maturities of three months or less.
Allowance for Doubtful Accounts
The Company maintains reserves for potential credit losses on
accounts receivable. Management reviews the composition of accounts receivable
and analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves. Allowance for doubtful debts amounted
to $0 and $30,459 as of September 30, 2015 and December 31, 2014 respectively
Inventory
Inventories are valued at the lower of cost (determined on a
weighted average basis) or market. The Management compares the cost of
inventories with the market value and allowance is made for writing down their
inventories to market value, if lower.
Property, Plant & Equipment
Property and equipment are stated at cost. Expenditures for
maintenance and repairs are charged to earnings as incurred; additions, renewals
and betterments are capitalized. When property and equipment are retired or
otherwise disposed of, the related cost and accumulated depreciation are removed
from the respective accounts, and any gain or loss is included in operations.
Depreciation of property and equipment is provided using the straight-line
method for substantially all assets with estimated lives of:
Furniture and Fixtures |
3 - 5 years |
Machine and equipment |
3 - 10 years |
Computer Hardware and Software |
3 - 5 years |
Automobile |
3 - 5 years |
Leasehold improvement |
30 years
|
The cost and related accumulated depreciation of assets sold or
otherwise retired are eliminated from the accounts and any gain or loss is
included in the statements of operations. The cost of maintenance and repairs is
charged to expenses as incurred, whereas significant renewals and betterments
are capitalized.
Long-term assets of the Company are reviewed annually as to
whether their carrying value has become impaired, pursuant to the guidelines
established in FASB ASC Topic 360, Property, Plant, and Equipment (formerly
SFAS No. 144). The Company also re-evaluates the periods of amortization to
determine whether subsequent events and circumstances warrant revised estimates
of useful lives.
Fair Value of Financial Instruments
In the first quarter of fiscal year 2008, the Company adopted
Accounting Standards Codification subtopic 820-10, Fair Value Measurements and
Disclosures (ASC 820-10). ASC 820-10 defines fair value, establishes a
framework for measuring fair value, and enhances fair value measurement
disclosure. ASC 820-10 delays, until the first quarter of fiscal year 2009, the
effective date for ASC 820-10 for all non-financial assets and non-financial
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). The adoption of
ASC 820-10 did not have a material impact on the Companys financial position or
operations.
Effective October 1, 2008, the Company adopted Accounting
Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures
(ASC 820-10) and Accounting Standards Codification subtopic 825-10, Financial
Instruments (ASC 825-10), which permits entities to choose to measure many
financial instruments and certain other items at fair value. Neither of these
statements had an impact on the Companys unaudited condensed consolidated
financial position, results of operations or cash flows. The carrying value of
cash and cash equivalents, accounts payable and short-term borrowings, as
reflected in the balance sheets, approximate fair value because of the
short-term maturity of these instruments.
Stock-based Compensation
The Company records stock-based compensation expense pursuant
to ASC 718-10, "Share Based Payment Arrangement, which requires
companies to measure compensation cost for stock-based employee compensation
plans at fair value at the grant date and recognize the expense over the
employee's requisite service period. The Companys expected volatility
assumption is based on the historical volatility of Companys stock or the
expected volatility of similar entities. The expected life assumption is
primarily based on historical exercise patterns and employee post-vesting
termination behavior. The risk-free interest rate for the expected term of the
option is based on the U.S. Treasury yield curve in effect at the time of grant.
Stock-based compensation expense is recognized based on awards
expected to vest, and there were no estimated forfeitures as the Company has a
short history of issuing options. ASC 718-10 requires forfeitures to be
estimated at the time of grant and revised in subsequent periods, if necessary,
if actual forfeitures differ from those estimates.
Net Loss Per Share
The Company has adopted Accounting Standards Codification
subtopic 260-10, Earnings Per Share (ASC 260-10) which specifies the
computation, presentation and disclosure requirements of earnings per share
information. Basic earnings per share have been calculated based upon the
weighted average number of common shares outstanding. Common equivalent shares
are excluded from the computation of the diluted loss per share if their effect
would be anti-dilutive.
Intangible Assets
Intangible assets include a patent. With the adoption of FASB
ASC Topic 350, Intangibles (formerly SFAS No. 142), intangible assets with a
definite life are amortized on a straight-line basis. The patent is being
amortized over its estimated life of 10 years. Intangible assets with a definite
life are tested for impairment whenever events or circumstances indicate that a
carrying amount of an asset (asset group) may not be recoverable. An impairment
loss would be recognized when the carrying amount of an asset exceeds the
estimated undiscounted cash flows used in determining the fair value of the
asset. The amount of the impairment loss to be recorded is calculated by the
excess of the assets carrying value over its fair value. Fair value is
generally determined using a discounted cash flow analysis. Costs related to
internally develop intangible assets are expensed as incurred.
Reclassifications
The reclassifications have no impact on the Companys 2014
Consolidated Statements of Operations and Comprehensive Income and Consolidated
Statements of Cash Flows.
Recent Accounting Pronouncements
The FASB has issued
Accounting Standards Update (ASU) No. 2015-01 about Simplifying Income
Statement Presentation by Eliminating the Concept of Extraordinary Items. The
objective is to reduce the cost and complexity of income statement presentation
by eliminating the concept of extraordinary items while maintaining or improving
the usefulness of the information provided to the users of financial statements.
The extraordinary items must met two criterias: unusual nature and infrequency
of occurrence. If an event or transaction meets the criteria for extraordinary
classification, an entity is required to segregate the extraordinary item from
the results of ordinary operations and show the item separately in the income
statement, net of tax, after income from continuing operations. The entity also
is required to disclose applicable income taxes and either. This amendment will
be effective for annual periods, and interim periods within those annual
periods, beginning after December 15, 2015. The Board decided to permit early
adoption provided that the guidance is applied from the beginning of the fiscal
year of adoption.
In February 18, 2015, FASB issued ASU 2015-02Consolidation
(Topic 810). The amendments in this Update affect reporting entities that are
required to evaluate whether they should consolidate certain legal entities. All
legal entities are subject to re-evaluation under the revised consolidation
model. Specifically, the amendments: (1) Modify the evaluation of whether
limited partnerships and similar legal entities are variable interest entities
(VIEs) or voting interest entities; (2) Eliminate the presumption that a general
partner should consolidate a limited partnership; (3) Affect the consolidation
analysis of reporting entities that are involved with VIEs, particularly those
that have fee arrangements and related party relationships; (4) Provide a scope
exception from consolidation guidance for reporting entities with interests in
legal entities that are required to comply with or operate in accordance with
requirements that are similar to those in Rule 2a-7 of the Investment Company
Act of 1940 for registered money market funds. The amendments in this Update are
effective for public business entities for fiscal years, and for interim periods
within those fiscal years, beginning after December 15, 2015. The adoption of
this standard is not expected to have a material impact on the Companys
consolidated financial position and results of operations.
The FASB has issued ASU No. 2015-03 about Simplifying the
Presentation of Debt Issuance Costs. The objective is to require that debt
issuance costs related to a recognized debt liability be presented in the
balance sheet as a direct deduction from the carrying amount of that debt
liability, consistent with debt discounts. The recognition and measurement
guidance for debt issuance costs are not affected by the amendments in this
Update. For public business entities, the amendments in this Update are
effective for financial statements issued for fiscal years beginning after
December 15, 2015, and interim periods within those fiscal years. For all other
entities, the amendments in this Update are effective for financial statements
issued for fiscal years beginning after December 15, 2015, and interim periods
within fiscal years beginning after December 15, 2016. Early adoption of the
amendments in this Update is permitted for financial statements that have not
been previously issued.
The FASB has issued ASU No. 2015-05 about Intangibles-Goodwill
and Other-Internal-Use Software. The objective is to provide a guidance about
whether a cloud computing arrangement includes a software license. If a cloud
computing arrangement includes a software license, then the customer should
account for the software license element of the arrangement consistent with the
acquisition of other software licenses. If a cloud computing arrangement does
not include a software license, the customer should account for the arrangement
as a service contract. The amendment will not change GAAP for a customers
accounting for service contracts. In addition, the guidance in this Update
supersedes paragraph 350-40-25-16. Consequently, all software licenses within
the scope of Subtopic 350-40 will be accounted for consistent with other
licenses of intangible assets. For public business entities, the Board decided
that the amendments will be effective for annual periods, including interim
periods within those annual periods, beginning after December 15, 2015. For all
other entities, the amendment will be effective for annual periods beginning
after December 15, 2015, and interim periods in annual periods beginning after
December 15, 2016. Early adoption is permitted for all entities.
The FASB has issued ASU No. 2015-06 about Topic 260, Earnings
Per Share, which contains guidance that addresses master limited partnerships
that originated from Emerging Issues Task Force (EITF) Issue No. 07-4. This
amendment in this Update specify that for purposes of calculating historical
earnings per unit under the two-class method, the earnings (losses) of a
transferred business before the date of a dropdown transaction should be
allocated entirely to the general partner. In that circumstance, the previously
reported earnings per unit of the limited partners (which is typically the
earnings per unit measure presented in the financial statements) would not
change as a result of the dropdown transaction. Qualitative disclosures about
how the rights to the earnings (losses) differ before and after the dropdown
transaction occurs for purposes of computing earnings per unit under the
two-class method also are required. The amendments in this Update are effective
for fiscal years beginning after December 15, 2015, and interim periods within
those fiscal years. Earlier application is permitted.
The FASB has issued ASU No. 2015-07 about Topic 820, Fair Value
Measurement, which permits a reporting entity, as a practical expedient, to
measure the fair value of certain investments using the net asset value per
share of the investment. The amendments in this Update remove the requirement to
categorize within the fair value hierarchy all investments for which fair value
is measured using the net asset value per share practical expedient. The
amendments also remove the requirement to make certain disclosures for all
investments that are eligible to be measured at fair value using the net asset
value per share practical expedient. Rather, those disclosures are limited to
investments for which the entity has elected to measure the fair value using
that practical expedient. The amendments in this Update apply to reporting
entities that elect to measure the fair value of an investment within the
related scope by using the net asset value per share (or its equivalent)
practical expedient.
Other accounting standards that have been issued or proposed by
the FASB or other standards-setting bodies that do not require adoption until a
future date are not expected to have a material impact on the Companys
consolidated financial statements upon adoption.
Subsequent Events
We have evaluated all events or transactions that occurred
after September 30, 2015 up through the date the Company issued these financial
statements.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.
Inflation
Our opinion is that inflation has not had, and is not expected
to have, a material effect on our operations.
Going Concern
Our company has incurred a net loss attributable to common
stockholders of $239,434 and loss of $1,732,458 during the nine months ended
September 30, 2015 and 2014, respectively, and had an accumulated deficit of
$21,753,656and $21,514,222 as of September 30, 2015 and December 31, 2014,
respectively.
The accompanying consolidated financial statements have been
prepared assuming that our company will continue as a going concern. This basis
of accounting contemplates the recovery of our companys assets and the
satisfaction of liabilities in the normal course of business. This presentation
presumes funds will be available to finance ongoing research and development,
operations and capital expenditures and permit the realization of assets and the
payment of liabilities in the normal course of operations for the foreseeable
future.
The ability of our company to continue research and development
projects and realize the capitalized value of proprietary technologies and
related assets is dependent upon future commercial success of the technologies
and raising sufficient funds to continue research and development as well as to
effectively market its products. Through September 30, 2015, our company has not
realized commercial success of the technologies, nor have they raised sufficient
funds to continue research and development or to market its products.
There can be no assurances that there will be adequate
financing available to our company and the consolidated financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.
Our company has taken certain restructuring steps to provide
the necessary capital to continue its operations. These steps included: (1)
Tightly budgeting and controlling all expenses;(2) Expanding our companys
operations into China, expanding product lines and recruiting a strong sales
team to attempt to increase future sales revenue and cooperate with local
partners in the Guangdong province to research and develop new products; (3) Our
company plans to continue actively seeking additional funding opportunities to
improve and expand upon our product lines.
At this time, we cannot provide investors with any assurance
that we will be able to raise sufficient funding from the sale of our common
stock or through a loan from our directors, shareholders, or investors to meet
our obligations over the next twelve months. We do not have any further
arrangements in place for any future debt or equity financing.
Item 3. Quantitative Disclosures about Market Risks
As a smaller reporting company, we are not required to
provide the information required by this Item.
Item 4. Controls and Procedures
Managements Report on Disclosure Controls and
Procedures
We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our chief executive
officer (our principal executive officer) and chief financial officer (our
principal financial officer and principle accounting officer) to allow for
timely decisions regarding required disclosure.
As of the end of the quarter covered by this report, we carried
out an evaluation, under the supervision and with the participation of our chief
executive officer (our principal executive officer) and chief financial officer
(our principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our chief executive officer (our principal
executive officer) and chief financial officer (our principal financial officer
and principle accounting officer) concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this quarterly
report.
Changes in Internal Control over Financial
Reporting
During the period covered by this report there were no changes
in our internal control over financial reporting that materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, executive officers or affiliates, or any registered or beneficial
stockholder, is an adverse party or has a material interest adverse to our
interest.
Item 1A. Risk Factors
Risks Related to our Business
We have a history of operating losses which may affect our
ability to continue operations.
We have accumulated operating losses of $21,753,656. If we are
unable to achieve profitability or to raise sufficient capital to carry out our
business plan, we may not be able to continue operations.
We have a limited operating history and are still proving
the viability of our products and business model, and thus, we may be unable to
sustain operations and you may lose your entire investment.
During fiscal 2012, we abandoned our VWAP and VoIP product
lines and adopted the business of our then subsidiary, Vegfab Agricultural
Technology Co. Ltd. Vegfab was mainly engaged in the operation of an indoor
plant factory, and the sale of agricultural equipment used to grow vegetables
using simulated sunlight from LED lamps in hydroponic systems. Due to recurring
losses from operations, effective February 15, 2015, our management permanently
idled Vegfabs plant factory and, consequently, sold Vegfab. to a third party.
Currently, our primary business is the sale, research and development of indoor
agricultural technology through our wholly owned subsidiary, TransAKT Bio
Agritech Ltd. We are still adding to our product line and are in the process of
proving the viability of our products and business model. If we are unable to
prove our business model or the viability of our products, we may not be able to
sustain operations and our ability to raise additional funding may be
jeopardized.
Our competition has greater resources than we do and can
respond more quickly to changes in our industry which could adversely affect our
ability to compete.
Public acceptance of our products may never reach the magnitude
required for us to achieve commercial profitability.
Many of our existing competitors, as well as a number of
potential new competitors have longer operating histories, greater name
recognition, larger customer bases and significantly greater financial,
technical and marketing resources than us. These factors may allow them to
respond more quickly than us to new or emerging technologies and changes in
customer requirements. It may also allow them to devote greater resources than
we can to the development, promotion and sale of their products and services.
Such competitors may also engage in more extensive research and development,
undertake more far-reaching marketing campaigns, adopt more aggressive pricing
policies and make more attractive offers to existing and potential employees,
strategic partners, advertisers and Internet publishers. In addition, current
and potential competitors have established or may establish cooperative
relationships among themselves or with third parties to increase the quality and
commercial viability of their products or services.
Volatility of global economic conditions may affect our
ability to raise capital and our product costs which may affect our ability to
continue operations.
Our revenues, profitability, future growth, and the carrying
value of our assets are substantially dependent on prevailing global economic
conditions, generally, and on fluctuations in specific factors such as exchange
rates, rates of inflation, governmental stability and the occurrence of
economically disruptive events, such as war or natural or industrial disaster.
Our ability to borrow and to obtain additional capital on attractive terms is
also substantially dependent upon these factors. The negative impact of these
factors on sales orders originating from an affected country would have an
adverse effect on our borrowing capacity, revenues, profitability and cash flows
from operations. For example, unfavorable changes in exchange rates can increase
the cost of our products and reduce revenues, resulting in reduced
profitability. In the event that our profitability is reduced and we are unable
to maintain our profit margins, our ability to raise or to borrow capital may
decrease. In addition, as has been recently experienced, general downturns in
the technology sector worldwide have made fundraising difficult. Since the
marketing of our products will require us to raise additional capital, such
downturns may have an adverse effect on our ability to continue operations and
to effectively market our products.
We are dependent on key personnel who have extensive
knowledge of our products and business and thus, the loss of one or more of
these individuals may adversely affect our business.
We are heavily dependent upon the expertise of our management
and certain other key officers and directors who have extensive knowledge of our
products and our operations, and the loss of one or more of these individuals
could have a material adverse effect on our business. We do not maintain
key-person insurance policies on any of our executive officers. Since we are a
technology driven company, our future success also depends on our ability to
continue to attract, retain, and motivate highly skilled employees in the
telecommunications technology sector, and in the technology sector, generally.
Competition for employees in our industry is intense. We may be unable to retain
key employees or to attract, assimilate, or retain other highly qualified
employees in the future.
Government regulation could adversely affect our ability to
sell our products.
Government regulations could potentially slow down our
expansion plans. We may be required to obtain approval of our products from
several regulatory agencies. Regulatory approval processes can be onerous and
slow, and could adversely affect our ability to meet our financial projections.
Further, compliance with different national standards may require additional
capital investments and testing. If we are unable to obtain such financing or to
obtain any necessary approvals, our business could be adversely impacted.
We will need additional funds in order to implement our
intended projects and there is no assurance that such funds will be available
as, if and when needed, which may adversely affect our operations.
Cash flow used in operations of $844,716for the period ended
September 30, 2015, and cash flow used in operations of $2,118,261 for the
period ended September 30, 2014. We continue to be dependent on the proceeds of
equity and non-equity financing to fund our operations. No assurances can be
given that our actual cash requirements will fall within our budget that
anticipated revenues will be realized when needed, that lines of credit will be
available to us if required, or that additional capital will be available to us.
We anticipate that over the next twelve months, we will need a minimum of
$1,100,000 to sustain operations and market our products effectively.
Failure to obtain such additional funds on terms and conditions
that we deem acceptable may materially and adversely affect our ability to
effectively market and distribute our products, resulting in decreased revenues
which may also result in a decreased share price.
Prices for raw materials required for our products are
volatile. If there is a significant increase in prices of raw materials our
ability to generate revenue and achieve profitability may suffer.
All raw materials for our products are sourced from China and Taiwan. Due to the fact that many of our products use computer components, the price of these components can be highly volatile and are subject to the risk of obsolescence. In order to
control costs and the risk of obsolescence, we contract with a manufacturer at a set price for the building of our product over a number of terminals. Despite these efforts, there can be no assurance that we will be able to keep prices of raw
materials at a cost effective level for our operations. If there is a significant increase in raw materials our ability to generate revenue and achieve profitability may suffer.
We may be exposed to risks relating to management’s conclusion that our disclosure controls and procedures and internal controls over financial reporting are ineffective.
We do not have an independent audit committee and our Board of Directors may be unable to fulfill the functions of such a committee which may compromise the management of our business.
Currently, we do not have an independent audit committee. Our Board of Directors functions as our audit committee and is comprised of four directors, two of whom are not considered to be "independent" in accordance with the requirements of Rule
10A-3 under the Securities Exchange Act of 1934. An independent audit committee plays a crucial role in the corporate governance process, assessment of the Company's processes relating to its risks and control environment, oversight of financial
reporting, and evaluation of internal and independent audit processes. The lack of an independent audit committee may prevent the Board of Directors from being independent in its judgments and decisions and its ability to pursue the committee's
responsibilities, which could compromise the management of our business.
Risks Related to our Stock
The market price of our common shares has been and will in all likelihood continue to be volatile, which may adversely affect the value of your investment.
The market price of our common shares has fluctuated over a wide range and it is likely that the price of our common stock will continue to fluctuate in the future. Announcements regarding acquisitions, the status of corporate collaborations,
regulatory approvals or other developments by us or our competitors could have a significant impact on the market price of our common shares.
Our shares currently trade on the OTC Markets OTCQB (“OTCQB”) with limited activity. If this market is not sustained or we are unable to satisfy any future trading criteria that may be imposed by the Financial Industry Regulation
Authority (“FINRA”) on our market makers or by the Securities and Exchange Commission (“SEC”) on us, there may not be any liquidity for our shares. What’s more, we have not generated any profit from the sale of our
products to date. These factors could have a negative impact on the liquidity of any investment made in our stock.
The value and transferability of our shares may be adversely impacted by the penny stock rules.
Holders of our common stock in the United States may experience substantial difficulty in selling their securities as a result of the “penny stock rules.” Our common stock is subject to the penny stock rules propagated by the U.S.
Securities and Exchange Commission, which impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors. Accredited investors generally include
institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. For transactions covered by the rule, the broker-dealer
must make a special suitability determination for the purchaser and transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers of our stock to
sell their shares in the secondary market. It may also cause fewer broker-dealers to make a market in our stock.
The large number of shares eligible for future sale by existing shareholders may adversely affect the market price for our common shares.
Future sales of substantial amounts of our common shares in the public market, or the perception that such sales could occur, could adversely affect the market price of our common shares. At November 12, 2015, we had 613,447,306 common shares
outstanding. As of November 12, 2015, we have 45,000,000 shares of our common stock available for issuance under our stock option plan.
No prediction can be made as to the effect, if any, that sales of shares of our common stock or the availability of such shares for sale will have on the market prices of our common stock.
We have limited sales of products to date and no assurance can be given that our products will be widely accepted in the marketplace, which may adversely affect your investment.
Our future sales, and therefore, our cash flow, income, and ultimate success, are highly dependent on success in marketing our products and consumer acceptance of those products. If our products are not widely accepted or we are unable to market our
products effectively, we may face reduced share prices, decreased profitability, and decreased cash flow.
There is a limited public market for our common shares at this time in the United States which may affect your ability to sell our stock.
Our shares currently trade on the OTCQB with limited trading. If this market is not sustained or we are unable to satisfy any future trading criteria that may be imposed on our market makers by the Financial Industry Regulations Authority
(“FINRA”) or by the SEC on us, there may not be any liquidity for our shares. We have generated only limited revenue from the sale of our products to date. These factors could have a negative impact on the liquidity of any investment
made in our stock.
You should not expect to receive dividends.
We have never paid any cash dividends on shares of our capital stock, and we do not anticipate that we will pay any dividends in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion of our
business. Any future determination to pay cash dividends will be at the discretion of our board of directors, and will be dependent upon our consolidated financial condition, results of operations, capital requirements, and such other factors that
our board of directors may deem relevant at that time.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Default upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit |
|
Number |
Description |
|
|
(3) |
(i) Articles of Incorporation; and (ii) Bylaws
|
|
|
3.1 |
Articles of Amalgamation (incorporated by reference from
our Registration Statement on Form 20FR12G filed on September 16, 2003).
|
|
|
3.2 |
By-laws, as amended (incorporated by reference from our
Registration Statement on Form 20FR12G filed on September 16, 2003).
|
|
|
3.3 |
Certificate of Amendment (incorporated by reference from
our Current Report on Form 8-K filed on June 27, 2006) |
|
|
3.4 |
Articles of Conversion (incorporated by reference from
our Registration Statement on Form S-4 filed on September 13, 2010)
|
|
|
3.5 |
Certificate of Amendment (incorporated by reference from
our Current Report on Form 8-K filed on June 27, 2012) |
|
|
(10) |
Material Contracts |
|
|
10.1 |
Form of Loan Agreement and Promissory Note (incorporated
by reference from our Registration Statement on Form 20FR12G filed on
September 16, 2003). |
|
|
10.2 |
Share Purchase Agreement dated August 24, 2006 with all
shareholders of Taiwan Halee International Co. Ltd., Cheng Chun-Chin and
TransAKT Taiwan Limited (incorporated by reference from our to our Current
Report on Form 8-K filed on September 26, 2006) |
|
|
10.3 |
Distribution Agreement with Panasonic (Taiwan) dated
April, 2010 (incorporated by reference from our Annual and Transition
Report on Form 20-F/A filed on January 21, 2011). |
|
|
10.4 |
Manufacture and Distribution Agreement with Sanyo dated
April, 2010 (incorporated by reference from our Annual and Transition
Report on Form 20-F/A filed on January 21, 2011). |
|
|
10.5 |
Form of Promissory for Shareholder Loan dated April, 2010
(incorporated by reference from our Annual and Transition Report on Form
20-F/A filed on January 21, 2011). |
|
|
10.6 |
Form of Subscription Agreement for Convertible Debenture
dated April, 2010 (incorporated by reference from our Annual and
Transition Report on Form 20-F/A filed on January 21, 2011). |
|
|
10.7 |
Asset Purchase and Sale Agreement dated May 3, 2012 with
Vegfab Agricultural Technology Co. Ltd. (incorporated by reference from
our Current Report on Form 8-K filed on May 8, 2012) |
|
|
10.8 |
Performance Compensation Agreement dated June 15, 2006
(incorporated by reference to our Current Report on Form 8-K filed on
August 7, 2012) |
|
|
10.9 |
Asset Purchase Amending Agreement dated July 26, 2012
with Vegfab Agricultural Technology Co. Ltd. (incorporated by reference
from our Current Report on Form 8-K filed on August 7, 2012) |
|
|
(14) |
Code of Ethics |
|
|
14.1 |
Code of Ethics (April, 2010) (incorporated by reference
from our Annual and Transition Report on Form 20-F/A filed on January 21,
2011). |
|
|
(21) |
Subsidiaries of the Registrant |
|
|
21.1 |
TransAKT Holdings Limited, a Turks and Caicos company.
|
|
|
(31) |
Rule 13a-14(a)/15d-14(a) Certifications |
|
|
31.1* |
Certificate of Principal Executive Officer filed pursuant
to Section 302 Certification under Sarbanes- Oxley Act of 2002 |
|
|
31.2* |
Certification of Principal Financial Officer and
Principal Accounting Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
101** |
Interactive Data File |
101.INS |
XBRL Instance Document |
101.SCH |
XBRL Taxonomy Extension Schema Document |
101.CAL |
XBRL Taxonomy Extension
Calculation Linkbase Document |
101.DEF |
XBRL Taxonomy Extension Definition Linkbase
Document |
101.LAB |
XBRL Taxonomy Extension Label
Linkbase Document |
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase
Document |
* |
Filed herewith. |
|
|
** |
Furnished herewith. Pursuant to Rule 406T of
Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are
deemed not filed or part of any registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed
not filed for purposes of Section 18 of the Securities and Exchange Act of
1934, and otherwise are not subject to liability under those
sections. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
|
TRANSAKT LTD. |
|
(Registrant) |
|
|
|
|
Dated: November 12, 2015 |
/s/ Ho
Kang-Wing |
|
Ho Kang-Wing |
|
President and Chief Executive Officer |
|
(Principal Executive Officer) |
|
|
|
|
|
|
Dated: November 12, 2015 |
/s/
Yam Chi-Wah |
|
Yam Chi-Wah |
|
Chief Financial Officer |
|
(Principal Financial Officer and Principal
Accounting |
|
Officer) |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS
ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ho Kang-Wing, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of
TransAKT Ltd.; |
|
|
|
2. |
Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report; |
|
|
|
3. |
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report; |
|
|
|
4. |
The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
|
|
(a) |
Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which
this report is being prepared; |
|
|
|
|
(b) |
Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
|
|
|
|
(c) |
Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and |
|
|
|
|
(d) |
Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and |
|
|
|
5. |
The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the
equivalent functions): |
|
|
|
|
(a) |
All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and |
|
|
|
|
(b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial
reporting. |
Date: November 12, 2015
/s/ Ho
Kang-Wing |
|
Ho Kang-Wing |
|
President and Chief Executive Officer |
|
(Principal Executive Officer) |
|
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS
ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Yam Chi-Wah, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of
TransAKT Ltd.; |
|
|
|
2. |
Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report; |
|
|
|
3. |
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report; |
|
|
|
4. |
The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
|
|
(a) |
Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which
this report is being prepared; |
|
|
|
|
(b) |
Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
|
|
|
|
(c) |
Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and |
|
|
|
|
(d) |
Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and |
|
|
|
5. |
The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the
equivalent functions): |
|
|
|
|
(a) |
All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and |
|
|
|
|
(b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial
reporting. |
Date: November 12, 2015
/s/ Yam
Chi-Wah |
|
Yam Chi-Wah |
|
Chief Financial Officer |
|
(Principal Financial Officer and Principal Accounting
Officer) |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Ho Kang-Wing, hereby certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) |
the Quarterly Report on Form 10-Q of TransAKT Ltd. for
the period ended September 30, 2015 (the "Report") fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and |
|
|
(2) |
the information contained in the Report fairly presents,
in all material respects, the financial condition and results of
operations of TransAKT Ltd. |
Dated: November 12, 2015 |
/s/
Ho Kang-Wing |
|
HO Kang-Wing |
|
Chairman, Chief Executive Officer, President
and |
|
Director |
|
(Principal Executive Officer) |
|
TransAKT Ltd. |
A signed original of this written statement required by Section
906, or other document authenticating, acknowledging, or otherwise adopting the
signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to TransAKT Ltd.
and will be retained by TransAKT Ltd. and furnished to the Securities and
Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Yam Chi-Wah, hereby certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) |
the Quarterly Report on Form 10-Q of TransAKT Ltd. for
the period ended September 30, 2015 (the "Report") fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and |
|
|
(2) |
the information contained in the Report fairly presents,
in all material respects, the financial condition and results of
operations of TransAKT Ltd. |
Dated: November 12, 2015 |
/s/
Yam Chi-Wah |
|
Yam Chi-Wah |
|
Chief Financial Officer |
|
(Principal Financial Office and Principal
Accounting |
|
Officer) |
|
TransAKT Ltd. |
A signed original of this written statement required by Section
906, or other document authenticating, acknowledging, or otherwise adopting the
signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to TransAKT Ltd.
and will be retained by TransAKT Ltd. and furnished to the Securities and
Exchange Commission or its staff upon request.
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