The following discussion of the results of our operations and financial condition should be read in conjunction with our financial statements and the related notes, which appear elsewhere in this report. The following discussion includes forward-looking statements. For a discussion of important factors that could cause actual results to differ from our forward-looking statements, see the section entitled "Cautionary Note Regarding Forward Looking Statements" above.

In some cases, you can identify forward-looking statements by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "would" and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. This Annual Report should be read in its entirety and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.





Overview


We are engaged in the sale of graphene, graphene oxide, carbon graphite felt and graphite bipolar plates products in the PRC. We also operate a business-to-business and business-to-consumers Internet portal (www.roycarbon.com) for graphite related products. Vendors can sell raw materials, industrial commodities and consumer (household) commodities to both business and consumers through the website by paying a fee for each transaction conducted through the website.

As of and for the year ended December 31, 2019, the Company has incurred operating losses. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from the sale of its equity securities, (2) sales of its products, and (3) short-term or long-term borrowings from banks, stockholders or other party(ies) when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. The Company plans to look for opportunities to merge with or acquire other graphite companies.

PRC regulations grant broad powers to the government to adjust the price of raw materials and manufactured products. Although the government has not imposed price controls on our raw materials or our products, it is possible that price controls may be implemented in the future, thereby affecting our results of operations and financial condition.





                                       8





Recent Development

Started in December 2019, the outbreak of COVID-19 caused by a novel strain of the coronavirus has become widespread in China and in the rest of the world, including in each of the areas in which the Company, its suppliers and its customers operate. In order to avoid the risk of the virus spreading, the Chinese government enacted various restrictive measures, including suspending business operations and quarantines, starting from the end of January 2020. We followed the requirements of local health authorities to suspend operation and production and have employees work remotely in February and March 2020. During the first quarter of 2020, we experienced significant decrease in demand of our products because most of our customers' operations were affected by COVID-19. Our abilities to fulfill orders also decreased during the first quarter of 2020 because of delays in deliveries from our suppliers, due to lack of raw material and delays in transportation as a result of the quarantine measures.

Since April 2020, the company has gradually resumed production and is now operating in its full capacity. Demands for our products have also increased compared to the first quarter of 2020. However, due to the negative impact of COVID-19 on domestic and global economy, the extent to which COVID-19 will affect our results of operations and future financial results in the long term remains uncertain.

Results of Operations - Fiscal Years Ended December 31, 2020 and 2019





The following table sets forth the results of our operations for the periods
indicated in U.S. dollars:



                                                                  Years ended December 31,
                                                                    2020             2019

Sales                                                           $    429,335     $    359,974

Cost of Goods Sold                                                   237,986          171,869
Gross Profit                                                         191,349          188,105
                                                                        44.6 %           52.3 %
Operating Expenses
Selling expenses                                                      43,516           22,117
General and administrative                                           366,399          392,188
Total operating expenses                                             409,915          414,305

Loss before other income (expense) and income taxes                 (218,566 )       (226,200 )

Other Income (Expense)
Interest expense                                                     (56,295 )        (72,683 )
Other income (expense), net                                            3,460                -
Total other expense (income), net                                    (52,835 )        (72,683 )

Loss before income taxes                                            (271,401 )       (298,883 )

Income Tax Expense                                                         -                -

Net loss                                                            (271,401 )       (298,883 )

Other Comprehensive Income
Foreign currency translation gain (loss)                             (25,633 )          5,007
Total Comprehensive Loss                                        $   (297,034 )   $   (293,876 )

Share Data
Basic and diluted loss per share
Net loss per share - basic and diluted                          $      (0.01 )   $      (0.01 )

Weighted average common shares outstanding, basic and diluted 27,718,084 27,469,469






Sales


During the year ended December 31, 2020, we had sales of $429,335, compared to sales of $359,974 for the year ended December 31, 2019, an increase of $69,361, or approximately 1.19%. The sales increase was mainly because of increase in orders.







                                       9





Cost of goods sold



Our cost of goods sold consists of the purchase cost. During the year ended December 31, 2020, our cost of goods sold was $237,986, compared to $171,869 for the cost of goods sold for the year ended December 31, 2019, an increase of $66,117, or approximately 38.47%. The increase in the cost of sales was due to the increase in sales volume.





Gross profit


Our gross profit increased from $188,105 for the year ended December 31, 2019 to $191,349 for the year ended December 31, 2020. The increase of the gross profit is mainly attributed to increased gross profit margin.





Gross profit Margin


Our gross profit margin decreased from 53.3% for the year ended December 31, 2019 to 44.6% for the year ended December 31, 2020 because less demand for high margin products.





Operating expenses



Operating expenses totaled $409,915 for the year ended December 31, 2020, compared to $414,305 for the year ended December 31, 2019, a decrease of $4,390, or approximately 1.06%. The decrease is mainly because of decreased professional expenses, decreased traveling expenses and decreased payroll expenses during the year ended December 31, 2020 compared to the same period 2019.

Selling, general and administrative expenses

Selling expenses increased from $22,117 for the year ended December 31, 2019 to $43,516 for the year ended December 31, 2020, an increase of $21,399, or 96.75%. The increase is mainly attributed to increased shipping expenses during the year ended December 31, 2020 compared to the same period 2019.

Our general and administrative expenses consist of salaries, office expenses, utilities, business travel, amortization expenses, public company expenses (including legal expenses and accounting expenses) and stock compensation. General and administrative expenses were $366,399 for the year ended December 31, 2020, compared to $392,188 for the year ended December 31, 2019, a decrease of $25,789 or 6.58%. The decrease of general and administrative expenses is mainly because of decreased professional expenses and decreased travelling expenses during the years ended December 31, 2020 compared to the same period 2019.





Loss from operations



Our operating loss was $218,566 for the year ended December 31, 2020, compared to operating loss of $226,200 for the year ended December 31, 2019, a decrease of approximately $7,634, or 17.9% due to increased sales and decreased operating expenses.





Other income and expenses



Our interest expense was $72,683 for the year ended December 31, 2019, compared to $56,295 for the year ended December 31, 2020.

Other income amounted to $0 and $3,460 for the years ended December 31, 2019 and 2020, respectively.





Income tax


During the years ended December 31, 2019 and 2020, we did not incur any income tax due for these periods.





                                       10





Net loss


As a result of the factors described above, our net loss for the year ended December 31, 2020 was $271,401, compared to net loss of $298,883 for the year ended December 31, 2019 , a decrease of $27,482, or 9.2%.





Foreign currency translation


Our consolidated financial statements are expressed in U.S. dollars but the functional currency of our operating subsidiary is RMB. Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period and equity is translated at historical exchange rates. Translation adjustments resulting from the process of translating the financial statements denominated in RMB into U.S. dollars are included in determining comprehensive income. Our foreign currency translation loss for the year ended December 31, 2020 was $25,633, compared to a translation gain of $5,007 for the year ended December 31, 2019, a decrease of $30,640.

Net loss available to common stockholders

Net loss available to our common stockholders was $297,034, or net loss of $0.01 per share (basic and diluted), for the year ended December 31, 2020, compared to net loss of $293,876, or net loss of $0.01 per share (basic and diluted), for the year ended December 31, 2019.

Liquidity and Capital Resources

All of our business operations are carried out by Royal Shanghai, and all of the cash generated by our operations has been held by that entity. In order to transfer such cash to our parent entity, China Carbon Graphite Group, Inc., which is a Nevada corporation, we would need to rely on dividends, loans or advances made by our PRC subsidiaries. Such transfers may be subject to certain regulations or risks. To date, our parent entity has paid its expenses by raising capital through private placement transactions. In the future, in the event that our parent entity is unable to raise needed funds from private investors, Royal Shanghai would have to transfer funds to our parent entity through our wholly-owned subsidiaries, Royal Hongkong and BVI. Co.

PRC regulations relating to statutory reserves and currency conversion would impact our ability to transfer cash within our corporate structure. The Company Law of the PRC applicable to Chinese companies provides that net after tax income should be allocated by the following rules:





    1.  10% of after tax income to be allocated to a statutory surplus reserve
        until the reserve amounts to 50% of the company's registered capital.




    2.  If the accumulate balance of statutory surplus reserve is not enough to
        make up the Company's cumulative prior years' losses, the current year's
        after tax income should be first used to make up the losses before the
        statutory surplus reverse is drawn.




    3.  Allocation can be made to the discretionary surplus reserve, if such a
        reserve is approved at the meeting of the equity owners.




                                       11




Therefore, the Company is required to maintain a statutory reserve in China that limits any equity distributions to its shareholders. The maximum amount of the shareholders has not been reached. The company has never distributed earnings to shareholders and has consistently stated in the Company's filings it has no intentions to do so.

The RMB cannot be freely exchanged into the Dollars. The State Administration of Foreign Exchange ("SAFE") administers foreign exchange dealings and requires that they be conducted though designated financial institutions. Foreign Investment Enterprises, such as Royal Shanghai, may purchase foreign currency from designated financial institutions in connection with current account transactions, including profit repatriation.

These factors will limit the amount of funds that we can transfer from Royal Shanghai to our parent entity and may delay any such transfer. In addition, upon repatriation of earnings of Royal Shanghai to the United States, those earnings may become subject to United States federal and state income taxes. We have not accrued any U.S. federal or state tax liability on the undistributed earnings of our foreign subsidiary because those funds are intended to be indefinitely reinvested in our international operations. Accordingly, taxes imposed upon repatriation of those earnings to the U.S. would reduce the net worth of the Company.

Our primary capital needs have been to fund our working capital requirements. Our primary sources of financing will be cash generated from loans from banks, equity investment from investors, and borrowings from unrelated parties.

The Company's consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of and for the period ended December 31, 2019, the Company has incurred operating losses and working capital deficit from operating activities. The Company's sales revenue is not sufficient to cover the company's expenses for the year ended December 31, 2019.

The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. At this point, there can be no assurance that the Company is able to obtain such funding.

Our long-term goal is to develop our Royal Shanghai business. During the interim, we expect that anticipated cash flows from future operations, loans and equity investment from unrelated or related parties, provided that:





    ?   we generate sufficient business so that we are able to generate
        substantial profits, which cannot be assured;




    ?   we are able to generate savings by improving the efficiency of our
        operations.



We may require additional equity, debt or bank funding to finance acquisitions or to allow us to develop our Royal Shanghai business, which is one of our primary growth strategies. We can provide no assurances that we will be able to enter into any additional financing agreements on terms favorable to us, if at all, especially considering the current global instability of the capital markets.





                                       12




At December 31, 2020, cash and cash equivalents were $8,129, compared to $11,585 at December 31, 2019, a decrease of $3,456. Our working capital deficit increased by $232,797 to a deficit of $2,773,496 at December 31, 2020 from a deficit of $2,540,699 at December 31, 2019.

Accounts receivable, net of allowance, were $nil and $3,781 for the fiscal year ended December 31, 2020 and 2019, respectively. The decrease was mainly due to timely collect accounting receivable. Accounts receivable are recorded at the invoiced amount and do not bear interest. Our management reviews the adequacy of our allowance for doubtful accounts on an ongoing basis, using historical collection trends and the aging of receivables. Management also periodically evaluates individual customer's financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary.

As of December 31, 2020, inventories were $nil, compared to $17,583 at December 31, 2019, a decrease of $17,583, or 100%. As of December 31, 2020 and December 31, 2019, the Company has not made provision for inventory in regards to slow moving or obsolete items.

Fiscal Year ended December 31, 2020 Compared to Fiscal Year ended December 31, 2019





The following table sets forth information about our net cash flow for the years
indicated:



                                                           Years ended
                                                           December 31,
                                                        2020          2019

Net cash provided by (used in) operating activities (96,166 ) 9,027 Net cash used in investing activities

                    (1,679 )     (6,496 )
Net cash provided by financing activities                93,900            -




Net cash flow provided by operating activities was $9,027 for the year ended December 31, 2019, compared to $96,166 used in operating activities for the year ended December 31, 2020, a decrease of $105,193. The decrease in net cash flow in operating activities was mainly due to an increase of $35,053 in inventory, an increase of $61,670 in other receivables and an increase of $27,482 in net loss available to common shareholders, offset by a decrease of $148,278 in advance from customers and a decrease of $130,875 in accounts payable and accrued liabilities.

Net cash flow used in investing activities was $6,496 for the year ended December 31, 2019, compared to $1,679 for the year ended December 31, 2020, a decrease of $4,817. The decrease is mainly due to decrease acquisitions of plant and equipment in the year ended December 31, 2020.

Net cash flow used in financing activities was $0 for the year ended December 31, 2019, compared to $93,900 provided by financing activities for the year ended December 31, 2020, an increase of $93,900. The increase is due to increase loan payable in the year ended December 31, 2020.





                                       13




Concentration of Business and Credit Risk

Most of the Company's bank accounts are in banks located in the PRC and are not covered by any type of protection similar to that provided by the Federal Deposit Insurance Corporation ("FDIC") on funds held in U.S. banks. The Company's bank account in the United States is covered by FDIC insurance.

Because the Company's operations are located in the PRC, this may give rise to significant foreign currency risks due to fluctuations in and the volatility of foreign exchange rates between U.S. dollars and RMB.

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, trade accounts receivables and inventories, the balances of which are stated on the balance sheet. The Company places its cash in banks located in China. Concentration of credit risk with respect to trade accounts receivables is limited due to the diversity of the Company's customers who are located in different regions of China. The Company does not require collateral or other security to support financial instruments subject to credit risk.

Significant Accounting Estimates and Policies

The discussion and analysis of our financial condition and results of operations is based upon our financial statements that have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an ongoing basis, we evaluate our estimates including the allowance for doubtful accounts, the saleability and recoverability of our products, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.





Revenue recognition



The Company derives revenues from distribution of graphite-based products. We recognize revenue in accordance with ASC 606, Revenue is recognized upon transfer of control of promised products to customers in an amount that reflects the consideration we expect to receive in exchange for those products. We enter into contracts that can include products, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Sales represent the invoiced value of goods, net of value added tax ("VAT"), if any, and are recognized upon delivery of goods and passage of title according to shipping terms.

The Company is subject to VAT, which is levied on a majority of the products, at a rate ranging from 13% to 17% on the invoiced value of sales. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales.

The Company recognizes revenue upon transfer of control of promised products to customers according to shipping terms. The Company does not provide chargeback or price protection rights to the customers. The customer only places purchase orders with the Company once it has confirmed the sale with a third party because this is a specialized business, which dictates that the Company will not sell the products until the purchase order is received. The Company allows its customers to return products only if its products are later determined by the Company to be defective. Based on the Company's historical experience, product returns have been insignificant throughout all of its product lines. Therefore, the Company does not record an allowance for sales returns. If sales returns occur, they are taken against revenue when products are returned from customers. Sales are presented net of any discounts given to customers. Interest income is recognized when earned. The Company experienced no returns for the years ended December 31, 2020 and 2019.





                                       14




In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We adopted this ASU on January 1, 2018 for all revenue contracts with our customers using the modified retrospective approach.

There is no impact of applying this ASU.





Comprehensive Income


We have adopted ASC 220, Comprehensive Income, formerly known as SFAS No. 130, Reporting Comprehensive Income, which establishes standards for reporting and presentation of comprehensive income (loss) and its components in a full set of general purpose financial statements. We have chosen to report comprehensive income (loss) in the statements of operations and comprehensive income.





Income Taxes


We account for income taxes under the provisions of ASC 740, Income Tax, formerly known as SFAS No. 109, Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are measured using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Effective January 1, 2008, the new Chinese income tax law sets unified income tax rates for domestic and foreign companies at 25%, except for a 15% corporate income tax rate for qualified high technology and science enterprises. In accordance with this new income tax law, low preferential tax rates in accordance with both the tax laws and administrative regulations prior to the promulgation of this law gradually become subject to the new tax rate within five years after the implementation of this law.

Accounts Receivable and Allowance For Doubtful Accounts

The Company establishes an individualized credit and collection policy based on each individual customer's credit history. The Company does not have a uniform policy that applies equally to all customers. The collection period usually ranges from three months to twelve months. The Company grants extended payment terms only when the Company believes that the payment will be collectible at the end of the term. The Company grants extended payment terms to customers if based on the following factors: (a) whether or not the Company views a real need, from the customer's perspective, for the extension and (b) how critical the Company's relationship with the customer and is the customer the Company's long-term business. The Company grants extended payment terms only when the Company believes that the payment will be collectible at the end of the term. This meets the criteria of revenue recognition under U.S. GAAP, which requires that collection of the resulting receivable be reasonably assured.





As of December 31, 2020 and December 31, 2019, accounts receivable consisted of
the following:



                                         December 31,      December 31,
                                             2020              2019
Amount outstanding                      $            -     $       3,781
Less: Allowance for doubtful accounts                                  -
Net amount                              $            -     $       3,781




                                       15





Inventories



As of December 31, 2020 and December 31, 2019, inventories consisted of the
following:



                                                 December 31,       December 31,
                                                     2020               2019
Inventory in transit                             $           -     $       17,583
Reserve for slow moving and obsolete inventory                                  -
Inventory, net                                   $           -     $       17,583

For the years ended December 31, 2019 and 2020, the Company has not made provision for inventory in regards to slow moving or obsolete items. As of December 31, 2019 and December 31, 2020, the Company did not record any provision for inventory in regards to slow moving or obsolete items.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Major expenditures for betterments and renewals are capitalized while ordinary repairs and maintenance costs are expensed as incurred. Depreciation and amortization is provided using the straight-line method over the estimated useful life of the assets after taking into account the estimated residual value. The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors.





As of December 31, 2020 and December 31, 2019, property, plant and equipment
consisted of the following:



                                  December 31,       December 31,
                                      2020               2019
Machinery and equipment          $       46,277     $       41,708
Office equipment                         11,696             10,963
Motor vehicles                           42,814             40,127
Total                                   100,787             92,798

Less: accumulated depreciation (69,747 ) (56,523 ) Plant and Equipment, net $ 31,040 $ 36,275

For the years ended December 31, 2020 and 2019, depreciation expenses amounted to $8,922 and $8,231, respectively.

The Company purchased approximately $1,679 and $6,496 property and equipment during the years ended December 31, 2020 and 2019, respectively.





Research and Development


Research and development costs are expensed as incurred, and are included in general and administrative expenses. These costs primarily consist of the cost of material used and salaries paid for the development of our products and fees paid to third parties. Our research and development expense for the years ended December 31, 2020 and 2019 were not significant.





                                       16





Value Added Tax


Pursuant to China's VAT rules and regulations, as an ordinary VAT taxpayer we are subject to a tax rate of 17% ("output VAT"). The output VAT is payable after offsetting VAT paid by us on purchases ("input VAT"). Under the commercial practice of the PRC, the Company paid VAT and business tax based on tax invoices issued.

The tax invoices may be issued subsequent to the date on which revenue is recognized, and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued. In the event that the PRC tax authorities dispute the date on which revenue is recognized for tax purposes, the PRC tax office has the right to assess a penalty, which can range from zero to five times the amount of the taxes that are determined to be late or deficient. In the event that a tax penalty is assessed on late or deficient payments, the penalty will be expensed as a period expense if and when a determination has been made by the taxing authorities that a penalty is due.

Fair Value of Financial Instruments

On January 1, 2008, the Company began recording financial assets and liabilities subject to recurring fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. On January 1, 2009, the Company began recording non-recurring financial as well as all non-financial assets and liabilities subject to fair value measurement under the same principles. These fair value principles prioritize valuation inputs across three broad levels. The three levels are defined as follows:





    ?   Level 1 inputs to the valuation methodology are quoted prices (unadjusted)
        for identical assets or liabilities in active markets.




    ?   Level 2 inputs to the valuation methodology include quoted prices for
        similar assets and liabilities in active markets, and inputs that are
        observable for the assets or liabilities, either directly or indirectly,
        for substantially the full term of the financial instruments.




    ?   Level 3 inputs to the valuation methodology are unobservable and
        significant to the fair value.



The carrying amounts of financial assets and liabilities, including cash and cash equivalents, accounts receivable, notes receivable, advances to suppliers, other receivables, short-term bank loans, notes payable, accounts payable, advances from customers and other payables, approximate their fair values because of the short maturity period for these instruments.





                                       17





Stock-based Compensation


Stock-based compensation includes (i) common stock awards granted to employees and directors for services which are accounted for under FASB ASC 718, Compensation-Stock Compensation" and (ii) common stock awards granted to consultants which are accounted for under FASB ASC 505-50, Equity-Equity-Based Payments to Non-Employees.

All grants of common stock awards and stock options to employees and directors are recognized in the financial statements based on their grant date fair values. The Company has elected to recognize compensation expense using the straight-line method for all common stock awards and stock options granted with service conditions that have a graded vesting schedule, with a corresponding charge to additional paid-in capital.

Common stock awards are granted to directors for services provided. The vested portions of common stock awards granted but not yet issued are recorded in common stock to be issued.

Common stock awards issued to consultants represent common stock granted to non-employees in exchange for services at fair value. The measurement dates for such awards are set at the dates that the contracts are entered into as the awards are non-forfeitable and vest immediately. The measurement date fair value is then recognized over the service period as if the Company has paid cash for such service.

The Company estimates fair value of common stock awards based on the number of shares granted and the quoted price of the Company's common stock on the date of grant.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)", to increase the transparency and comparability about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. The Company adopted the policy on January 1,2019 and the impact of the adoption of this guidance is listed in Note 15.

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory", which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.

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