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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2023

 

or

 

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________________ to ______________________

 

Commission file number: 000-54995

 

I-ON DIGITAL CORP.

(Exact name of registrant as specified in its charter)

(formerly known as I-ON Communications Corp.)

 

Delaware   46-3031328

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

1244 N. Stone Street, Unit 3, Chicago, IL 60610

(Address of principal executive offices, including zip code)

 

(866) 440-2278

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Exchange Act: None

 

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, Par Value $0.0001

 

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. 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). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
  Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  

Name of each exchange on which

registered

Common Stock, $0.0001 par value per share   IONI   OTC Markets

 

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Outstanding as of November 20, 2023
Common Stock, $0.0001 par value per share   27,410,234 shares

 

 

 

 

 

 

PART 1 – FINANCIAL INFORMATION

 

Item 1. Interim Financial Statements

 

The unaudited condensed interim financial statements of I-ON Digital Corp. (“we”, “our”, “us”, the “Company”) follow. All currency references in this report are to US dollars unless otherwise noted.

 

2

 

 

I-ON Digital Corp.

 

Table of Contents

 

Financial Statements (UNAUDITED)  
   
Condensed Balance Sheets (UNAUDITED) 4
   
Condensed Statements of Operations and Comprehensive Income (Loss) (UNAUDITED) 5
   
Condensed Statements of Stockholders’ Equity (UNAUDITED) 6
   
Condensed Statements of Cash Flows (UNAUDITED) 7
   
Notes to Condensed Financial Statements (UNAUDITED) 8

 

3

 

 

I-ON Digital Corp.

 

Condensed Balance Sheets (Unaudited)

 

 

As of 

September 30,

2023

  

December 31,

2022

 
         
ASSETS          
           
Current assets:          
Cash and cash equivalents  $286   $- 
Prepayments   23,916    - 
Total current assets   24,202    - 
           
Non-current assets:          
Intangible assets, net   761,686    - 
           
Total non-current assets   761,686    - 
           
Total Assets  $785,888   $- 
           
Liabilities and Stockholders’ Equity          
           
Current liabilities:          
Accrued expenses  $243,021   $- 
Deferred revenue – related party   65,250    - 
Due to related parties   152,690    - 
Total current liabilities   460,961    - 
           
Total liabilities   460,961    - 
           
Commitments and contingencies   -    - 
           
Stockholders’ Equity          
Preferred stock Series A - $0.0001 par value; authorized 6,000 shares and 4,600 shares and zero issued and outstanding at September 30, 2023 and December 31, 2022   0    - 
Preferred stock Series A to be issued (803 and 0 shares as of September 30, 2023 and December 31, 2022, respectively)   176,342    - 
Common stock - $0.0001 par value; authorized 100,000,000 shares;27,410,234 shares and 19,724,220 issued and outstanding at September 30, 2023 and December 31, 2022   2,741    1,972 
Additional paid-in-capital   3,279,122    2,689,391 
Accumulated retained earnings   (3,133,278)   (2,691,363)
Total stockholders’ equity (deficit)   324,927    - 
           
Total Liabilities and Stockholders’ Equity  $785,888   $- 

 

See accompanying notes to unaudited condensed financial statements.

 

4

 

 

I-ON Digital Corp.

 

Condensed Statements of Operations and Comprehensive Income (Loss) (Unaudited)

 

 

   Three Months Ended
September 30,
2023		   Three Months Ended
September 30,
2022
(Consolidated)		   Nine Months Ended
September 30,
2023		   Nine Months Ended
September 30,
2022
(Consolidated)		 
                 
Net sales – related party  $32,625   $-   $65,250   $- 
Cost of Sale   27,667    -    48,667    - 
Gross profit   4,958   -    16,583    - 
                     
Operating expense                    
Professional fees   41,830    -    225,590    - 
General and administrative expenses   77,328    -    232,908    - 
Total expenses from operations   119,068    -    458,498    - 
Income (loss) from continuing operations   (114,110)   -    (441,915)   - 
                     
Income (loss) from discontinued operations   -    (43,957)   -    (187,397)
Income (loss) on equity investment and other income   -    (18,725)   -    (18,725)

Income (loss) from discontinued operations before income taxes and non-

controlling interest

   -    (62,682)   -    (206,122)
                     
Provision for income taxes   -    (878)   -    30,002 
                     
Income (loss) before non-controlling interest   (114,110)   (61,804)   (441,915)   (236,124)
                     
Non-controlling interest (loss)   -    (36,941)   -    (273,108)
Net loss from continued operations  $(114,110)  $-   $(441,915)  $- 
Net income attributable to Parent Company from discontinued operations  $-   $(24,863)  $-   $36,984 
                     
Comprehensive income statement:                    
Net income (loss) from continuing operations  $(114,110)  $-   $(441,915)  $- 
Net income (loss) from discontinued operations   -    (61,804)   -    (236,124)
Foreign currency translation loss   -    (977,851)   -    (1,691,420)
Total comprehensive income (loss) from discontinued operations  $-   $(1,039,655)  $-   $(1,927,544)
Total comprehensive income (loss) from continued operations  $(114,110)  $-   $(441,915)  $- 
                     
Basic earnings per share from continuing operations                    
Net loss before non-controlling interest  $(0.00)   -   $(0.02)   - 
Non-controlling interest   -    -    -    - 
Earnings per share to stockholders  $(0.00)   -   $(0.02)   - 
                     
Diluted earnings per share from continuing operations                    
Net loss before non-controlling interest  $(0.00)   -   $(0.02)   - 
Non-controlling interest   -    -    -    - 
Earnings per share to stockholders  $(0.00)   -   $(0.02)   - 
                     
Basic earnings per share from discontinued operations                    
Net loss before non-controlling interest   -   $(0.00)   -   $(0.01)
Non-controlling interest   -   $(0.00)   -   $(0.01)
Earnings per share to stockholders   -   $(0.00)   -   $(0.00)
                     
Diluted earnings per share from discontinued operations                    
Net loss before non-controlling interest   -    (0.00

)

   -    (0.01

)

Non-controlling interest   -    (0.00

)

   -    

(0.01

)

Earnings per share to stockholders   -    

(0.00

)

   -    (0.00

)

                     
Weighted average number of common shares outstanding:                    
Basic   27,410,234    19,724,220    25,596,249    19,724,220 
Diluted   27,410,234    19,724,220    25,596,249    19,724,220 

 

See accompanying notes to unaudited condensed financial statements.

 

5

 

 

I-ON Digital Corp.

 

Condensed Statements of Stockholders’ Equity (Unaudited)

 

 

   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Pai-in Capital   Earnings   Stock   Income (loss)   Equity   Interest   Stock   Equity 
                                               Accumulated   Total             
           Preferred Stock (Par value $0.0001)               Other   Company           Total 
   Common Stock   Series A   Series A to be issued   Series B   Additional   Retained   Treasury   Comprehensive   Stockholders’   Non-Controlling   Preferred   Stockholders’ 
   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Pai-in Capital   Earnings   Stock   Income (loss)   Equity   Interest   Stock   Equity 
                                                                 
Balance at December 31, 2022   19,724,220   $1,972    -   $        -    -   $-    -   $         -   $2,689,391   $(2,691,363)  $          -   $                  -   $-   $                     -   $                -   $          - 
Issuance of preferred stock – series A   -    -    3,600    0    -    -    -    -    214,286    -    -    -    214,286    -    -    214,286 
Distribution   -    -    -    -    -    -    -    -    (250,000)   -    -    -    (250,000)   -    -    (250,000)
Issuance of preferred stock – series B   -    -    -    -    -    -    6,000    1    35,713    -    -    -    35,714    -    -    35,714 
Preferred stock series B conversion to Common Stock   6,000,000    600    -    -    -    -    (6,000)   (1)   (599)   -    -    -    -    -    -    - 
 Common stock cancellation   (350)   0    -    -    -    -    -    -    -    -    -    -    0    -    -    0 
Net income (loss)   -    -    -    -    -    -    -    -    -    (179,480)   -    -    (179,480)   -    -    (179,480)
                                                                                 
Balance at March 31, 2023   25,723,870   $2,572    3,600   $0    -   $-    -   $-   $2,688,791   $(2,870,843)  $-   $-   $(179,480)  $-   $-   $(179,480)
                                                                                 
Common stock issued for services   550,000    55    -    -    -    -    -    -    120,945    -    -    -    121,000    -    -    121,000 
Common stock issued for intangible assets   1,136,364    114    -    -    -    -    -    -    249,886    -    -    -    250,000    -    -    250,000 
Issuance of preferred stock A   -    -    1,000    0    -    -    -    -    219,500    -    -    -    219,500    -    -    219,500 
Net income (loss)   -    -    -    -    -    -    -    -    -    (148,325)   -    -    (148,325)   -    -    (148,325)
                                                                                 
Balance at June 30, 2023   27,410,234   $2,741    4,600   $0    -   $-    -   $-   $3,279,122   $(3,019,168)  $-   $-   $262,695   $-   $-   $262,695 
                                                                                 
Preferred stock to be issued   -    -    -    -    803    176,342    -    -    -    -    -    -    176,342    -    -    176,342 
Net income (loss)   -    -    -    -    -    -    -    -    -    (114,110)   -    -    (114,110)   -    -    (114,110)
                                                                                 
Balance at September 30, 2023   27,410,234   $2,741    4,600   $0    803   $176,342    -   $-   $3,279,122   $(3,133,278)  $-   $-   $324,927   $-   $-   $324,927 

 

                                               Accumulated   Total             
           Preferred Stock (Par value $0.0001)               Other   Company           Total 
   Common Stock   Series A   Series A to be issued   Series B   Additional   Retained   Treasury   Comprehensive   Stockholders’   Non-Controlling   Preferred   Stockholders’ 
   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Pai-in Capital   Earnings   Stock   Income (loss)   Equity   Interest   Stock   Equity 
                                                                 
Balance at December 31, 2021   35,030,339   $3,503          -   $         -              -   $         -           -   $              -   $3,713,370   $7,681,661   $(709,478)  $(726,500)  $9,962,556   $(165,796)  $1,093,569   $10,890,329 
Foreign currency translation loss   -    -    -    -    -    -    -    -    -    -    -    (227,991)   (227,991)   -    -    (227,991)
Net income (loss)   -    -    -    -    -    -    -    -    -    412,474    -    -    412,474    25,281    -    437,755 
                                                                                 
Balance at March 31, 2022   35,030,339   $3,503    -   $-    -   $-    -   $-   $3,713,370   $8,094,135   $(709,478)  $(954,491)  $10,147,039   $(140,515)  $1,093,569   $11,100,093 
                                                                                 
Foreign currency translation loss   -    -    -    -    -    -    -    -    -    -    -    (485,578)   (485,578)   -    -    (485,578)
Net income (loss)   -    -    -    -    -    -    -    -    -    (451,399)   -    -    (451,399)   (261,448)   -    (712,847)
                                                                                 
Balance at June 30, 2022   35,030,339   $3,503    -   $-    -   $-    -   $-   $3,713,370   $7,642,736   $(709,478)  $(1,440,069)  $9,210,062   $(401,963)  $1,093,569   $9,901,668 
                                                                                 
Cancellation of common stock in connection with equity purchase agreement (RESTATED)   (15,306,119)   (1,531)   -    -    -    -    -    -    (1,023,979)   -    -    -    (1,025,510)   -    -    (1,025,510)
Adjustments from deconsolidation   -    -    -    -    -    -         -    -    (7,891,316)   709,478    -    (7,181,838)   438,904    (1,093,569)   (7,836,503)
Foreign currency translation loss   -    -    -    -    -    -    -    -    -    -    -    (977,851)   (977,851)   -    -    (977,851)
Net income (loss)   -    -    -    -    -    -    -    -    -    (24,863)   -    -    (24,863)   (36,941)   -    (61,804)
                                                                                 
Balance at September 30, 2022   19,724,220   $1,972    -   $-    -   $-    -   $-   $2,689,391   $(273,443)  $-   $(2,417,920)  $-   $-   $-   $- 

 

See accompanying notes to unaudited condensed financial statements.

 

6

 

 

I-ON Digital Corp.

 

Condensed Statements of Cash Flows (Unaudited)

 

 

Nine months ended September 30,  2023  

2022

(Consolidated)

 
         
Cash flows from operating activities:          
Net income (loss)  $(441,915)  $- 
Adjustments          
Stock compensation   121,000    - 
Amortization   48,667    - 
Changes in assets and liabilities          
Prepaid expenses and other current assets   (23,916)   - 
Accrued expenses   243,021      
Deferred revenue – related party   65,250    - 
Net cash provided by (used in) continuing operations   12,107    - 
Net cash provided by (used in) discontinued operations   -    (728,327)
Total net cash provided by (used in) operating activities   12,107    (728,327)
           
Cash flows from investing activities:          
Purchase of intangible assets   (560,353)   - 
Total net cash provided by (used in) continuing investing activities   (560,353)   - 
Total net cash provided by (used in) discontinued investing activities   -    (4,056,101)
Total net cash provided by (used in) investing activities   (560,353)   (4,056,101)
           
Cash flows from financing activities:          
Proceeds from issuance of preferred stock Series A   433,786    - 
Proceeds for preferred stock A to be issued   176,342    - 
Proceeds from issuance of preferred stock Series B   35,714    - 
Distribution per stock purchase agreement   (250,000)   - 
Advances from related parties   152,690    - 
Total net cash provided by (used in) continuing financing activities   548,532    - 
Total net cash provided by (used in) discontinued financing activities   -    207,353 
Total net cash provided by (used in) financing activities   548,532    207,353 
           
Effect of foreign currency translation on cash and cash equivalents   -    (293,722)
           
Net increase (decrease) in cash and cash equivalents   286    (5,308,644)
           
Cash and cash equivalents including restricted cash, beginning of period   -    5,308,644 
           
Cash and cash equivalents including restricted cash, end of period  $286   $- 
           
Supplemental disclosure of cash flow information:          
Continuing operations:          
Interest paid  $-   $- 
Taxes paid  $-   $- 
           
Discontinued operations:          
Interest paid  $-   $3,218 
Taxes paid  $-   $13,667 
           
Supplemental disclosure of non-cash flow information:          
Continuing operations:          
Cancellation of common stocks  $-   $1,025,510 
Issuance of common stock for intangible assets  $250,000   $- 

 

See accompanying notes to unaudited condensed financial statements.

 

7

 

 

I-ON Digital Corp.

 

Notes to Condensed Financial Statements (Unaudited)

 

 

NOTE 1: Organization and Operations

 

I-ON Digital Corp. (“the Company”) was incorporated on July 5, 1999 and is engaged in providing digital-based enterprise solutions, including the digitization and distribution of precious metals, primarily gold and other asset-based digital securities on the Block chain. The corporate headquarter was located at 15 Teheran-ro 10-gil Gangnam-gu Seoul, South Korea. The Company provided enterprise content management services to customers primarily in Korea, Japan and Indonesia, by developing industry-leading products such as ICS (web content management system), iDrive (e-document management system), LAMS (load aggregator’s management system), e.Form (mobile contract system), IDAS (digital asset management system) and ICE (content delivery system).

 

On or about August 1, 2021, the Company’s wholly-owned subsidiary I-ON Communications, Ltd. (“Communications”) formed a new subsidiary named eformworks Co., Ltd. (“e.Form”) into which Communications moved its electronic signature operations. Communications contributed approximately $253,000 on August 1, 2021 and $77,000 on September 30, 2022 to e.Form to subscribe for its founders shares and owns 59.82% of the outstanding capital stock of e.Form.

 

On June 28, 2022, the board of directors of the Company’s wholly-owned subsidiary I-ON Communications, Ltd. (“Communications”) approved to form a new subsidiary named EIPGRID, which provides the community energy service platforms. Hence Communications contributed approximately $773,000 to EIPGRID to subscribe for its founders’ shares, and considered a subsidiary to consolidate.

 

On September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 shares of the Company’s Common Stock held by Jae Cheol Oh and Hong Rae Kim, the Company’s principal executive officer and members of the Board of Directors (the “Sell-Off”). Pursuant to the Sell-Off Agreement, in addition to acquiring all of the outstanding capital stock of Communications, JFJ assumed all responsibilities for any debts, obligations and liabilities of Communications and acquire all rights to any assets of Communications, including, but not limited to, the Subscription Amount.

 

As a result of the Sell-Off, Communications ceased being a subsidiary of the Company. Accordingly, the operating results of Communications are reported in pretax income (loss), income tax, income (loss) before loss on equity investment, loss on equity investment, income (loss) before non-controlling interest, non-controlling interest income (loss), and net loss from discontinued operations, in the Statements of Operations for the 9-month ended September 30, 2022 presented. All amounts and disclosures included in the Notes to Financial Statements reflect only the Company’s continuing operations unless otherwise noted. For additional information, see Note 3 “Discontinued Operations” and Note 5 “Deconsolidation of Subsidiaries.”

 

On September 28, 2022, I-ON Digital Corp. (the “Company,” “we,” “us” or “our”) entered into a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) with I-ON Acquisition Corp., a Florida corporation (“IAC”). In January 2023, the Purchase Agreement was executed and the ownership changed to IAC. The Company adopted the operations of IAC. Accordingly, the Company is in the business of providing digital-based enterprise solutions, including the digitization and distribution of precious metals, primarily gold and other asset-based digital securities on the Block chain.

 

In March 2023, the Company signed a marketing consulting service agreement with a marketing consulting service company (the “Consultant”). According to the agreement, the Consultant will provide a comprehensive marketing, branding, and investor relation team focused on amplifying, growing, and refining the Company’s brand messaging and thought leadership position in the precious metals, web 3.0 and overall financial market place. The term is eighteen (18) months and renews automatically in six (6) month increments. The Company pays $11,000 for the monthly fees. The service agreement ended at the end of June 2023 by mutual agreement.

 

8

 

 

NOTE 2. Summary of Significant Accounting Policies

 

The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

 

In the opinion of management, the balance sheet as of December 31, 2022, which has been derived from audited financial statements, and these unaudited condensed financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2023 or for any future period.

 

These unaudited condensed financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2022.

 

Going Concern

 

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues since the Sell-off of its subsidiaries in September 2022. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

As of September 30, 2023, the Company has completed two digital platforms to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Those platforms are in the implementation stage in Q3 2023.

 

The Company’s business prospects have changed since the new management took control of operations in January 2023. During the period ended September 30, 2023, management commenced new initiatives in technology development and acquisitions. In connection with these initiatives, Management plans to prepare the Company for capital formation and new business development through capital raising vehicles. Management’s efforts are noted, though there can be no assurances that the Company will be successful in this or any of its endeavors.

 

Use of Estimates in the Preparation of Financial Statements

 

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could materially differ from these estimates.

 

Foreign Currency Transaction and Translation

 

During 2022, the Company’s principal country of operations was Korea. The financial position and results of operations of the Company were determined using the local currency, Korean Won (“KRW”), as the functional currency.

 

  ● I-ON, Ltd (Japanese subsidiary) – The financial position and results of operations of I-ON, Ltd, the Japanese subsidiary of the Company, were initially recorded using its local currency, Japanese Yen (“JPY”). Assets and liabilities denominated in foreign currency were translated to the functional currency at the functional currency rate of exchange at the balance sheet date. The results of operations denominated in foreign currency were translated at the average rate of exchange during the reporting period. All differences were reflected in profit or loss.
     
  ● Consolidation – Assets and liabilities denominated in foreign currencies at the balance sheet date were translated at the exchange rates prevailing at the balance sheet date. The results of operations were translated from KWR to US Dollar at the weighted average rate of exchange during the reporting period. The registered equity capital denominated in the functional currency was translated at the historical rate of exchange at the time of capital contribution. All translation adjustments resulting from the translation of the financial statements into the reporting currency, US Dollar, were dealt with as a component of accumulated other comprehensive income.

 

9

 

 

Segment Reporting.

 

FASB ASC 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. The Company operates in one segment – financial technology services. The Company’s chief executive officer has been identified as the chief decision maker.

 

Revenue Recognition

 

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: 1: Identify the contract with the customer; 2: Identify the performance obligations in the contract; 3: Determine the transaction price; 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue when the Company satisfies a performance obligation.

 

Cash and Cash Equivalents

 

The Company considers all money market funds and highly liquid financial investments with maturities of three months or less when acquired to be cash equivalents.

 

Property and Equipment

 

Property and equipment are recorded at cost. Depreciation of property and equipment is computed using the straight-line method, based on the estimated useful lives as follows:

 

Facility equipment  4 years
Automobile  4 years
Office equipment  4 years

 

Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts, and any gain or loss is included in operations.

 

Intangible Assets

 

When the Company acquires an intangible asset, it is recorded at acquisition cost (the purchase price of the intangible asset and the costs directly related to the preparation of the asset for its intended purpose). The cost of an intangible asset acquired in a business combination is measured at the fair value at the acquisition date according to the accounting standards for business combinations. Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives.

 

The estimated useful lives of the respective asset categories are as follows:

 

Development costs   3 years
Intangible assets excluding development costs   10 years
Other Intangible assets – Core technology platforms   3 to 5 years

 

10

 

 

Impairment analysis for long-lived assets and intangible assets

 

The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including undiscounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company had not experienced impairment losses on its long-lived assets and intangible assets during any of the periods presented.

 

Digital Assets

 

Digital assets are accounted for as indefinite-lived intangible assets, and are initially measured at cost, in accordance with ASC 350 – “Intangibles-Goodwill and Other” (“ASC 350”). Digital assets can be sold at will, held for investment as such, are classified as a non-current asset.

 

These digital assets are not amortized, but are assessed for impairment annually, or upon a triggering event that indicates it is more likely than not that the indefinite-lived intangible asset is impaired. Whenever the exchange-traded price of digital assets declines below its carrying value, the Company has determined that impairment exists and records impairment equal to the amount by which the carrying value exceeds the fair value. Once the intangible asset is impaired, the loss is not reversed if the fair value subsequently increases.

 

Earnings Per Share

 

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations. Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

 

Fair Value Measurements

 

The Company follows FASB ASC Topic 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

 

ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available.

 

Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

 

The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value on a recurring basis.

 

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The three levels of inputs are as follows:

 

  Level 1 Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.
     
  Level 2 Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities.
     
  Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments include cash, accrued expenses and other debt. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us.

 

Income Taxes

 

Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due and deferred taxes. Deferred taxes are recognized for the differences between the basis of assets and liabilities for financial statement and income tax purposes.

 

The Company follows FASB ASC 740, Income Taxes, which require the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

FASB ASC 740-10-25 provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize additional liabilities for uncertain tax positions pursuant to FASB ASC 740-10-25 for the nine months ended September 30, 2023 and 2022.

 

Contingencies

 

Accounting guidance requires that the Company record an estimated loss from a loss contingency when information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal matters requires significant judgment. Many of these legal matters can take years to resolve. Generally, as the time period increases over which the uncertainties are resolved, the likelihood of changes to the estimate of the ultimate outcome increases.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk are cash and trade receivable arising from its normal business activities. The Company has its cash in high credit quality institutions. The Company performs ongoing credit evaluations to its customers and establishes allowances when appropriate.

 

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Advertising

 

Costs associated with advertising and promotions are expensed as incurred.

 

Employee Stock Based Compensation

 

The Company accounts for its share-based compensation plan in accordance with FASB ASC 718, Stock Compensation, which establishes a fair value method of accounting for stock-based compensation plans. The Company records stock compensation expense based on the grant-date fair value of the stock options or other equity-based compensation issued to employees.

 

Stock-based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis.

 

For purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements.

 

Non-controlling Interests

 

Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date and is adjusted at each reporting date for the net income (loss) attributable to that non-controlling interest during that period.

 

Recently Issued Accounting Pronouncements

 

Recently issued accounting updates are not expected to have a material impact on the Company’s Financial Statements.

 

NOTE 3. Discontinued Operations

 

On September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 shares of the Company’s Common Stock held by Jae Cheol Oh and Hong Rae Kim, the Company’s principal executive officer and members of the Board of Directors (the “Sell-Off”) . Pursuant to the Sell-Off Agreement, in addition to acquiring all of the outstanding capital stock of Communications, JFJ will assume all responsibilities for any debts, obligations and liabilities of Communications and acquire all rights to any assets of Communications.

 

As a result of the Sell-Off, Communications ceased being a subsidiary of the Company. Accordingly, the operating results of Communications are reported in pretax income (loss), income tax, income (loss) before loss on equity investment, loss on equity investment, income (loss) before non-controlling interest, non-controlling interest income (loss), and net income (loss) from discontinued operations in the Statements of Operations for all periods presented.

 

In accordance with FASB ASC 805, Business Combinations, the transaction was determined to be transfers and exchanges between entities under the common control. Accordingly, the difference between the proceeds received by the Company and the book value of the Communications and Communication’s subsidiaries has been recognized as an equity transaction and no gain or loss has been recorded.

 

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The following table presents the components of discontinued operations in relation to Communications reported in the statements of operations:

 

   2023   2022   2023   2022 
  

Nine months ended

September 30,

  

Three months ended

September 30,

 
   2023   2022   2023   2022 
                 
Net Sales   -    7,578,685    -    2,258,387 
Operating costs and expenses   -    9,573,663    -    3,103,957 
Income (loss) from operations before other income and income taxes   -    (1,994,978)   -    (845,570)
Other income (loss)   -    1,807,581    -    801,613 
Income (loss) from discontinued operations before income taxes, loss on equity investment, and non-controlling interest   -    (187,397)   -    (43,957)
Income tax   -    30,002    -    (878)
Income (loss) from discontinued operations before loss on equity investment and non-controlling interest   -    (217,399)   -    (43,079)
Loss on equity investment   -    (18,725)   -    (18,725)
Income (loss) from discontinued operations before non-controlling interest   -    (236,124)   -    (61,804)
Non-controlling interest income (loss) from discontinued operations   -    (273,108)   -    (36,941)
Net income (loss) attributable to Parent Company from discontinued operations   -    36,984    -    (24,863)
Comprehensive income statement                    
Net income (loss) from discontinued operations   -    (236,124)   -    (61,804)
Foreign currency translation loss   -    (1,691,420)   -    (977,851)
                     
Total comprehensive income (loss) from discontinued operations   -    (1,927,544)   -    (1,039,655)

 

NOTE 4. Earnings Per Share

 

The Company calculates earnings per share in accordance with FASB ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Potentially dilutive common shares consist of stock options outstanding (using the treasury method).

 

The following table sets forth the computation of basic and diluted net income per common share:

 

   2023   2022   2023   2022 
  

Nine Months Ended

September 30,

  

Three Months Ended

September 30,

 
Periods Ended  2023   2022   2023   2022 
                 
Net income (loss)  $(441,915)  $36,984   $(114,110)  $(24,863)
Net income (loss) from continuing operations   (441,915)   -    (114,110)   - 
Net income (loss) from discontinued operations   -    36,984    -    (24,863)
                     
Weighted-average shares of common stock outstanding:                    
Basic   25,596,249    19,724,220    27,410,234    19,724,220 
Dilutive effect of common stock equivalents arising from share option, excluding antidilutive effect from loss   -    -    -    - 
Dilutive shares   25,596,249    19,724,220    27,410,234    19,724,220 
                     
Net income (loss) from continuing operations:                    
Earnings per share - Basic                    
Net income (loss) before non-controlling interest  $(0.02)   -   $(0.00)   - 
Non-controlling interest  $-    -   $-    - 
Earnings per share to stockholders  $(0.02)   -   $(0.00)   - 
                     
Earnings per share – Diluted                    
Net income (loss) before non-controlling interest  $(0.02)   -   $(0.00)   - 
Non-controlling interest  $-    -   $-    - 
Earnings per share to stockholders  $(0.02)   -   $(0.00)   - 
                     
Net income (loss) from discontinued operations:                    
Earnings per share – Basic                    
Net income (loss) before non-controlling interest   -   $(0.01)   -   $(0.00)
Non-controlling interest   -   $(0.01)   -   $(0.00)
Earnings per share to stockholders   -   $(0.00)   -   $(0.00)
                     
Earnings per share – Diluted                    
Net income (loss) before non-controlling interest   -   $(0.01)   -   $(0.00)
Non-controlling interest   -   $(0.01)   -   $(0.00)
Earnings per share to stockholders   -   $(0.00)   -   $(0.00)

 

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NOTE 5. Deconsolidation of Subsidiaries

 

As of the Sell-Off date, which was September 29, 2022, the Company had approximately $12.6 million of total assets and $3.6 million of total liabilities on its balance sheet. As part of deconsolidation, we removed the balance of Accumulated Other Comprehensive Income (loss) which contains $2.4 million of foreign currency translation gain related to the Sell-Off companies. Those assets and liabilities were owned by Communications or Communications’ subsidiaries, such as I-ON, Ltd (Japanese subsidiary), eformworks Co., Ltd. (Korean subsidiary) and EIPGRID (Korean subsidiary). As a result of the Sell-Off Agreement, all assets and liabilities were transferred to JFJ.

 

Mr. Oh and Mr. Kim returned their shares of the Company, total 15,306,119 approximately 43% of total outstanding shares, to the Company in exchange for the transfer of all outstanding equity of Communications to JFJ. Stock price on September 29, 2022 was $0.067; therefore, the fair market value the proceeds was $1,025,510 which was calculated by multiplying the number of shares transferred to the stock price on September 29, 2022.

 

In accordance with FASB ASC 805, Business Combinations, the transaction was determined as transfers and exchanges between entities that are under the common control. Accordingly, the difference between the proceeds received by the Company and the book value of the Communications and Communication’s subsidiaries will be recognized as an equity transaction and no gain or loss would be recorded.

 

NOTE 6. Prepaid Expenses

 

In April 2023, the Company signed a consulting agreement with Dutchess Group LLC. (“Consultant”) for Consultant to provide the Company with advisory and consulting services. The Company issued 550,000 shares of common stock at price of $0.22 per share for the services in May 2023. The term of the agreement is six months from April 13 to October 13, 2023. The Company amortized $110,917 (five and half months) of the expenses for the services.

 

In August 2023, the Company signed an agreement with M2 Compliance LLC (M2) for M2 to provide EDGAR filing services for the Company. The term of the services is from August 19, 2023 to August 18, 2024. The annual fee is $6,495. The Company amortized $812 (one and half months) of the expenses for the services.

 

Also in August 2023, the Company paid the annual fees to OTC Markets for two categories of services. The fee is $9,780. The Company amortized $1,630 (two months) of expenses for the services.

 

As of September 30, 2023, the balance of prepaid expenses was $23,916.

 

NOTE 7. Intangible Assets

 

In March 2023, the Company paid, through Orebits Acquisition Group (a related party), $84,000 to Oktane Media for Nodalium Channel Partnership Agreement & Transaction Costs, through which the Company obtained a certain license that allows the Company to resell. The license fee covers one year. The asset is amortized over the next twelve months starting from April 2023. The Company amortized $42,000 for the period ended September 30, 2023, and the net value of this asset was $42,000 as of September 30, 2023.

 

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In January 2023, the Company signed a service agreement with Nodalium, Inc. through which Nodalium, Inc. will provide services for the Architectural Plan Project, Core IT Architecture & Digital Asset Ecosystem. The consideration for this project is $80,000, and the project was completed in June 2023. The management estimates the useful life of this intangible asset will be thirty-six months. The Company amortized $6,667 for the period ended September 30, 2023, and the net value of this asset was $73,333 as of September 30, 2023.

 

In February 2023, the Company, through ION Acquisition Corp., signed a purchase agreement with Nahla Jacobs and Nahla Saleh Jacobs Trust and Orbits Acquisition Group LLC, to purchase 180 Orebits AU Certificates, valued at $335,700. In May 2023, the Company paid, through ION Acquisition Corp. $85,700 in cash and issued 1,136,364 shares of common stock. As of September 30, 2023, the value of the asset was $335,700.

 

In March 2023, the Company signed an agreement with Instruxi Limited, through which Instruxi Limited will build a technology stack for the tokenization of precious metal, mineral, and/or commodity asset rights for unextracted deposits the Company will provide specialist consultation, called ION’s Digital Architecture & Hybrid Blockchain Platform. The Company paid $310,652 and the project was completed as of September 30, 2023. The management estimates the useful life of this intangible asset will be thirty-six months. As the asset has not been put in use, the value of the assets was $310,652 as of September 30, 2023.

 

As of September 30, 2023, the net value of the intangible assets was $761,686.

 

NOTE 8. Related Party Transactions

 

The Company’s major shareholder pays the expenses for the company’s operations and certain capital expenditures. For the nine months ended September 30, 2023 and 2022, the major shareholder paid expenses of $152,690 and $0, respectively. For the three months ended September 30, 2023 and 2022, the major shareholder paid expenses of $33,000 and $0, respectively. As of September 30, 2023 and December 31, 2022, the balances due to the major shareholder were $152,690, and $0, respectively. These advances from the major shareholder are unsecured, non-interest bearing and payable on demand. There are no written agreements for these advances.

 

On March 30, 2023, the Company sub-leased its Enterprise workflow/intelligent automation platform, that is master software license to I-ON Acquisition Corp. for the annual fees of $130,500. The Company received the full amount and recorded as deferred revenue. The Company recognizes the revenue over the next twelve months starting from April 2023. The Company recognized the revenue of $65,250 for the 9-month ended September 30, 2023.

 

NOTE 9. Stockholders’ Equity

 

As indicated in NOTE 3, on September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 shares of the Company’s Common Stock held by Jae Cheol Oh and Hong Rae Kim, the Company’s principal executive officer and members of the Board of Directors (the “Sell-Off”). After the “Sell-off”, the Company had 19,724,220 common shares outstanding.

 

In September 2022, the Company established a series of preferred stock as “Series A Convertible Preferred Stock”. The authorized number of Series A Preferred Shares is six thousand (6,000). Each Series A Convertible Preferred Share has a par value of $0.0001. In January 2023, the Company issued 3,600 shares of convertible preferred stock – Series A for $214,286 cash consideration. Also according to the Purchase Agreement, $214,286 was distributed to the former major shareholder. Each Series A Preferred Share is convertible into Ten Thousand (10,000) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and is entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of Ten Thousand (10,000) votes per share of Series A Preferred.

 

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In September 2022, the Company established a series of preferred stock as “Series B Convertible Preferred Stock”. The authorized number of Series B Preferred Shares is six thousand (6,000). Each Series B Convertible Preferred Share has a par value of $0.0001. In January 2023, the Company issued 6,000 shares of preferred stock Series B according to a Contribution Agreement (the “Contribution Agreement”) with certain Purchasers (the “Purchasers”) pursuant to which the Purchasers agreed to purchase 6,000 shares of a newly created Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred”), for the consideration of cash $35,714. Each Series B Convertible Preferred Share is convertible into one thousand (1,000) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).

 

Also in January 2023, the 6,000 preferred stock Series B were converted to 6,000,000 common shares.

 

Again in January 2023, the Company cancelled 350 shares of common stock per shareholders’ request.

 

In May 2023, the Company issued 1,000 shares of preferred A stock for the value of $219,500. As of September 30, 2023, the total number of preferred A shares was 4,600.

 

In May 2023, the Company issued 1,136,364 shares of the Company’s common stock to Nahla Jacobs according to the service agreement signed with Nahla Jacobs and Nahla Saleh Jacobs Trust and Orbits Acquisition Group LLC. The share price was $0.22 per share and the total value was $250,000.

 

Also in May 2023, the Company issued 550,000 shares of common stock according to the service agreement the Company signed with Dutchess Group LLC at $0.22 per share and the total value is $121,000.

 

In May and June 2023, the Company received $100,000 and $71,342, respectively, for stock to be issued. The total of $171,342 was recorded as a liability because if the Company was not able to issue the stock, the funds would be returned. In September 2023, the Company decided to issue the stock and the total amount of $171,342 was reclassified to stock to be issued. In August 2023, the Company received additional $5,000 for the stock to be issued. As of September 30, 2023, the total amount of stock to be issued was $176,342.

 

On August 30, 2023, the Company executed a Board Resolution concerning Series A Preferred voting rights to be increased from 1,000 common stock to 20,000 to be effective after the Company completes the due-notice requirements with the State of Delaware.

 

As of September 30, 2023, the Company had 27,410,234 shares of common stock issued and outstanding.

 

NOTE 10. Subsequent Events

 

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company did not have any material subsequent event except the following:

 

On October 30, 2023, I-ON Digital Corp. (the “Company”) entered into a Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”) with Orebits Acquisition Group, a Wyoming limited liability company (“OAG”), pursuant to which the Company will acquire 910,000 shares of currently outstanding common stock of Orebits Corp. (“Orebits”), representing a controlling interest in Orebits, in exchange for 910,000 shares of Series C Preferred Stock of the Company (“Series C Stock” and such transaction, the “Transaction”). As part of the Contribution and Exchange Agreement, upon and by virtue of the consummation of the Transaction, OAG will transfer all its right, title and interest in and to approximately 9,700 Orebits.AU gold-backed digital assets to the Company.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward Looking Statements

 

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. 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.

 

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our unaudited interim financial statements for the nine months ended September 30, 2023 and 2022 and as of September 30, 2023 and December 31, 2022 are expressed in US dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter. Our unaudited financial statements and notes included therein have been prepared on a basis consistent with and should be read in conjunction with our audited financial statements and notes for the year ended December 31, 2022, as filed in our annual report on Form 10-K.

 

The following discussion should be read in conjunction with our interim financial statements and the related notes that appear elsewhere in this quarterly report.

 

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Business Overview

 

Organization and Corporate History

 

I-ON Digital Corp. (formerly known as I-ON Communications Corp.) was incorporated under the laws of the State of Delaware on June 18, 2013 as ALPINE 3 Inc. Alpine 3 Inc. was set up to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. ALPINE 3 did not undertake any effort to cause a market to develop in its securities, either debt or equity, before it successfully concluded a business combination. On April 4, 2014, The Michael J. Rapport Trust (the “Trust”) purchased 10,000,000 shares of common stock which was all of the outstanding shares of Alpine 3, Inc., and subsequently changed the name to Evans Brewing Company Inc. (“EBC”) on May 29, 2014. On October 9, 2014 the Trust agreed to the cancellation of 9,600,000 of the shares of common stock that it had acquired and retained 400,000 shares of common stock.

 

On September 17, 2015, the independent Bayhawk shareholders approved an Asset Purchase and Share Exchange Agreement (the “Agreement”) and Bayhawk sold to EBC and EBC purchased from Bayhawk assets of Bayhawk, including but not limited to the assets relating to the Bayhawk Ales label and the Evans Brands (collectively, the “Transferred Assets”).

 

On January 25, 2018, Evans Brewing Company, Inc. consummated an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”), with I-ON Digital Corp.., a company organized under the laws of the Republic of Korea (South Korea) (“I-ON”) and I-ON Acquisition Corp., a wholly-owned subsidiary of the Company (“Acquisition”). Pursuant to the terms of the Merger Agreement, Acquisition merged with and into I-ON in a statutory reverse triangular merger (the “Merger”) with I-ON surviving as a wholly-owned subsidiary of the Registrant. As consideration for the Merger, the Registrant agreed to issue the shareholders of I-ON (the “I-ON Holders”) an aggregate of 26,000,000 shares of our Common Stock, in accordance with their pro rata ownership of I-ON capital stock. Following the Merger, the Registrant adopted the business plan of I-ON in information technology consultancy and software development. On December 14, 2017, in connection with the Merger, the Company’s Board of Directors approved an amendment to its Certificate of Incorporation (the “Amendment”) to change its name to I-ON Digital Corp.

 

On March 21, 2019, the Company’s Board of Directors approved an amendment to the Company’s Certificate of Incorporation to change the name of the Company to I-ON Digital Corp. The Company filed a Certificate of Amendment to effectuate the name change on or about April 2, 2019.

 

On September 28, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) with I-ON Acquisition Corp., a Florida corporation (“IAC”). Pursuant to the terms of the Purchase Agreement, as amended, IAC acquired 3,600 shares of a newly created Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred”) for proceeds in the amount of $214,286 (the “Subscription Amount”) in the form of a promissory note (the “Note”) which was secured by the pledge of the Series A Shares, the Series B Shares (as defined herein) and other assets of IAC in a Stock Pledge and Escrow Agreement (the “Pledge Agreement”). Each Series A Preferred Share is convertible into Ten Thousand (10,000) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock” and is entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of One Hundred (100) votes per share of Series A Preferred.

 

I-ON Digital

 

Following the Merger but prior to the Sell-Off, as described more fully herein, the Company adopted the business plan of I-ON. I-ON was founded by Jae Cheol Oh, who served as CEO. The Company’s roots are in IT consultancy and software development. I-ON services South Korea’s enterprise content management system’s (CMS) market and specializes in advancing market-leading internet software applications to capitalize on rapidly growing market sectors.

 

On September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 shares of the Company’s Common Stock held by Jae Cheol Oh and Hong Rae Kim, the Company’s principal executive officer and members of the Board of Directors (the “Sell-Off”) . Pursuant to the Sell-Off Agreement, in addition to acquiring all of the outstanding capital stock of Communications, JFJ assumed all responsibilities for any debts, obligations and liabilities of Communications and acquire all rights to any assets of Communications, including, but not limited to, the Subscription Amount.

 

19

 

 

As a result of the Sell-Off, Communications ceased being a subsidiary of the Company. Accordingly, the operating results of Communications are reported in net loss from discontinued operations, net of income taxes in the Statements of Operations for all periods presented. In addition, the related assets and liabilities held prior to the Sell-Off are reported as Assets and Liabilities of Discontinued Operations on the Balance Sheets. All amounts and disclosures included in the Notes to Financial Statements reflect only the Company’s continuing operations unless otherwise noted.

 

On September 28, 2022, I-ON Digital Corp. (the “Company,” “we,” “us” or “our”) entered into a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) with I-ON Acquisition Corp., a Florida corporation (“IAC”). In January 2023, the Purchase Agreement was executed and the ownership changed to IAC. The Company adopted the operations of IAC. Accordingly, the Company is in the business of providing digital-based enterprise solutions, including the digitization and distribution of precious metals, primarily gold, and other asset-based digital securities on the Block chain.

 

Results of Operations

 

Comparison of results of discontinued operations for the three and nine months ended September 30, 2023 as Compared to the three and nine months ended September 30, 2022

 

   Nine Months Ended   Three Months Ended 
   September 30,   September 30, 
   2023   2022   2023   2022 
                 
Revenue  $65,250   $7,578,685   $32,625   $2,258,387 
Cost of goods sold   48,667    6,923,957    27,667    2,162,075 
Gross profit   16,583    654,728    4,958    96,312 
                     
Operating expenses   458,498    2,649,706    119,068    941,882 
                     
Other income (expenses)   -    1,807,581    -    801,613 
                     
Income (loss) before provision for income taxes, loss on equity investment, and non-controlling interest   (441,915)   (187,397)   (114,110)   (43,957)
Provision for (benefit from) income tax   -    30,002    -    (878)
Income (loss) before loss on equity investment and non-controlling interest   (441,915)   (217,399)   (114,110)   (43,079)
Loss on equity investment   -    (18,725)   -    (18,725)
Income (loss) before non-controlling interest   (441,915)   (236,124)   (114,110)   (61,804)
Non-controlling interest income (loss)   -    (273,108)   -    (36,941)
Net loss from continuing operations  $(441,915)  $-   $(114,110)  $- 
Net income (loss) attributable to Parent Company from discontinued operations  $-   $36,984   $-   $(24,863)
                     
Comprehensive income statement                    
Net income (loss)   (441,915)   (236,124)   (114,110)   (61,804)
Foreign currency translation loss   -    (1,691,420)   -    (977,851)
Total comprehensive income (loss)   (441,915)   (1,927,544)   (114,110)   (1,039,655)

 

Net Sale

 

The sales for the nine months ended September 30, 2023 and 2022 were $65,250 and $7,578,685, respectively. Due to the “Sell-off” its subsidiaries in September 2022, there is very limited sales since then.

 

The sales for the three months ended September 30, 2023 and 2022 were $32,625 and $2,258,387, respectively. Due to the “Sell-off” its subsidiaries in September 2022, there is very limited sales since then.

 

Cost of Goods Sold

 

The costs for the nine months ended September 30, 2023 and 2022 were $48,677 and 6,923,957, respectively. For the same reason explained above, there was very limited cost for the nine months ended September 30, 2023.

 

The costs for the three months ended September 30, 2023 and 2022 were $27,667 and 2,162,075, respectively. For the same reason explained above, there was very limited cost for the three months ended September 30, 2023.

 

Gross Profit

 

The gross profit for the nine months ended September 30, 2023 and 2022 was $16,583 and $654,728, respectively. For the same reason, there was very limited gross profit for the nine months ended September 30, 2023.

 

The gross profit (loss) for the three months ended September 30, 2023 and 2022 was $4,958 and $96,312, respectively. For the same reason, there was very limited gross profit for the three months ended September 30, 2023.

 

Operating Expenses

 

Operating expenses consist of professional fees, research and development expenses and general and administrative expenses.

 

Operating expenses for the nine months ended September 30, 2023 was $458,498, containing $225,590 of professional fees and $232,908 of general and administrative expenses. Comparing with the nine months ended September 30, 2022, the operating expenses were $2,649,706, containing $524,611 of research and development, and $2,125,095 of general and administrative expenses.

 

Operating expenses for the three months ended September 30, 2023 was $119,068, containing $41,830 of professional fees and $77,238 of general and administrative expenses. Comparing with the three months ended September 30, 2022, the operating expenses were $941,882, containing $96,732 of research and development, and $845,150 of general and administrative expenses.

 

The significant decrease in operating expenses was due to the “Sell-off” the Company’s subsidiaries and not many activities since then.

 

Other Income (Expense)

 

For the three and nine months ended September 30, 2022, the Company had other income of $801,613 and $1,807,581, respectively. For the three and nine months ended September 30, 2023, there was no such an income or loss due to various changes of the Company, mainly because the Company sold its former business and the change of the ownership. The Company, under the new ownership and management, changed its business operations.

 

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Comprehensive income - Foreign currency translation

 

Foreign currency translation loss was $0 for the three months and nine ended September 30, 2023 compared to loss of $977,851 and $1,691,420 for the three and nine months ended September 30, 2022. There were no foreign currency transactions for the three and nine months ended September 30, 2023 after the Sell-off of its Korean subsidiaries, so that there was no foreign currency translation gain or loss since then.

 

Liquidity and Capital Resources

 

As of September 30, 2023 the Company had cash of $286 in its bank account.

 

Operating Activities

 

Cash provided of $12,107 for the nine months ended September 30, 2023, compared to the cash used in operating activities $728,327 for the nine months ended September 30, 2022, a change of $740,434. The change was due to the “Sell-off” the Company’s subsidiaries and not many activities since then.

 

Investing Activities

 

Cash used in investing activities for the nine months ended September 30, 2023 was $560,353, compared to cash used in investing activities $4,056,101 for the nine months ended September 30, 2022, a decrease of $3,495,748. The decrease in cash in investing activities was due to the less investing activities for the nine months ended September 30, 2023.

 

Financing Activities

 

Cash provided by financing activities for the nine months ended September 30, 2023 was $548,532, compared to cash provided in financing activities $207,353 for the nine months ended September 30, 2022, an increase of $341,179. The increase was primarily due to the proceeds from stock issuance.

 

Critical Accounting Estimates

 

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management. Management has carefully considered the recently issued accounting pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

As required by Rule 15d-15(b) under the Exchange Act, our management, including our principal executive and financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) as of September 30, 2023, the last day of the period covered by this Quarterly Report. Based on this evaluation, our management, including our principal executive and financial officer, concluded that, as of September 30, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

 

Limitations on Effectiveness of Controls

 

Our management, including our principal executive and financial officer, does not expect that our disclosure controls and procedures, or our system of internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act), will prevent or detect all errors and all fraud. A control system, no matter how well designed or operated, can provide only reasonable, but not absolute, assurance that the objectives of the system are met. The design of our control system reflects the fact that there are resource constraints, and that the benefits of such control system must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control failures and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the intentional acts of individuals, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part on certain assumptions about the likelihood of future events, and there can be no assurance that the design of any particular control will always succeed in achieving its objective under all potential future conditions.

 

Changes in Internal Control over Financial Reporting

 

Due to the Company’s recent change of control during the period, there were significant changes in our internal control over financial reporting. Most significantly was the return of all financial transactions to occur in the United States than were previously being affected in the Republic of Korea. In addition, the Company has established formal iterative review processes which provide oversight to the Company’s efforts for ensuring appropriate and timely internal control over financial reporting including the formation of an audit committee, implementation of controls and multiple approval requirements to all bank accounts, dual approval requirements for certain expenses and requiring governance training of all directors and executive officers.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

 

Item 1A.Risk Factors

 

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

 

Item 2. Unregistered Sales of Equity Securities

 

None

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Rule 10b-5(1) Trading Plans. During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

Item 6. Exhibits

 

Exhibit

Number

  

Exhibit

Description

     
31.1   Certification of Chief Executive and Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
     
32.1   Certification of Chief Executive and Financial Officer Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
     
**   The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: November 20, 2023
  I-ON DIGITAL CORP.
   
  By: /s/ Carlos X. Montoya
    Carlos X. Montoya
   

Chairman, President

    (Principal Executive, Financial and Accounting Officer)

 

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Exhibit 31.1

 

Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Carlos X. Montoya, certify that:

 

1.have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2023 of I-ON Digital Corp.;

 

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.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e Ind 15d-1I)) 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 my 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 over financial reporting;

 

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of 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 20, 2023

 

    /s/ Carlos X. Montoya
  Name: Carlos X. Montoya
  Title:

Chairman, President
    (Principal Executive, Financial and Accounting Officer)

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with Quarterly Report on Form 10-Q (the “Report”) of I-ON Digital Corp. (the “Company”) for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Carlos X. Montoya, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of the undersigned’s knowledge and belief:

 

(1)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 the Company.

 

Dated: November 20, 2023   /s/ Carlos X. Montoya
  Name: Carlos X. Montoya
  Title: Chairman, President
  (Principal Executive, Financial and Accounting Officer)

 

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being “filed” as part of the Form 10-Q or as a separate disclosure document for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32.2 is expressly and specifically incorporated by reference in any such filing.

 

A signed original of this written statement required by Section 906 has been provided to I-ON Digital Corp. and will be retained by I-ON Digital Corp. and furnished to the Securities and Exchange Commission upon request.