King Resources, Inc. is a holding company that, through its subsidiaries, is engaged primarily in Hong Kong.

We are a development stage company and reported a net loss of $94,678 and $126,428 for the nine months ended December 31, 2021 and 2020, respectively. We had current assets of $233,401 and current liabilities of $2,030,045 as of December 31, 2021. As of December 31, 2020, our current assets and current liabilities were $107,492 and $1,844,578, respectively.


We have prepared our consolidated financial statements for the nine months ended
December 31, 2021 and 2020 assuming that we will continue as a going concern.
Our continuation as a going concern is dependent upon improving our
profitability and the continuing financial support from our stockholders. Our
sources of capital in the past have included the sale of equity securities,
which include common stock sold in private transactions and public offerings,
capital leases and short-term and long-term debts.



Results of Operations


Three and Nine Months Ended December 31, 2021 Compared to the Three and Nine Months Ended December 31, 2020

The following table sets forth selected financial information from our consolidated statements of operations and comprehensive loss for the three months ended December 31, 2021 and 2020:





                                          Three months ended December 31,
                                            2021                   2020

Revenue                               $         192,996       $             -
Cost of revenue                                (184,272 )                   -
Gross profit                                      8,724                     -
General and administrative expenses             (41,238 )             (22,914 )
Research and development expenses                (4,575 )             (21,966 )
Loss from operation                             (37,089 )             (44,880 )
Other income, net                                     -                 1,161
Income tax expense                                    -                     -
NET LOSS                              $         (37,089 )     $       (43,719 )




Revenue. We generated revenues of $192,996 and $0 for the three months ended
December 31, 2021 and 2020. We commercialized the know-how technology service to
the market from September 2021.



For the three months ended December 31, 2021, the following customers accounted for 10% or more of our total net revenues:





Customer name                             Three months ended December 31, 2021       December 31, 2021
                                                                   Percentage         Trade accounts
                                             Revenues             of revenues           receivable

TLD Optoelectronic Technology Company
Limited                                   $      192,996                   100%     $           154,107










  17





For the three months ended December 31, 2020, there were no customers.





Cost of Revenue. Cost of revenue for the three months ended December 31, 2021
and 2020, was $184,272 and $0, respectively. We commercialized our know-how
technology service to the market from September 2021, which mainly consisted of
direct staff cost and material supplies.



For the three months ended December 31, 2021, there were no vendors who accounted for 10% or more of our total net cost of revenue.

For the three months ended December 31, 2020, there were no vendors.

Gross Profit. We achieved a gross profit of $8,724 and $0 for the three months ended December 31, 2021 and 2020, respectively.

We commercialized the know-how technology service to the market from September 2021.





General and Administrative Expenses ("G&A"). We incurred G&A expenses of $41,238
and $22,914 for the three months ended December 31, 2021 and 2020, respectively.
The increase in G&A is primarily attributable to the increase in staff cost

and
operating expenses.



Research and Development Expenses ("R&D"). We incurred R&D expenses of $4,575
and $21,966 for the three months ended December 31, 2021 and 2020, respectively.
The decrease in R&D expenses is primarily attributable to the allocation to
direct staff cost associated with R&D support being rendered in revenue
generating activities.



Other Income, net. We generated other income of $0 and $1,161 for the three months ended December 31, 2021 and 2020, respectively. The amount in December 31, 2020 is derived from the government subsidies.

Income Tax Expense. Our income tax expenses for the nine months ended December 31, 2021 and 2020 were $0.

The following table sets forth selected financial information from our consolidated statements of operations and comprehensive loss for the nine months ended December 31, 2021 and 2020:





                                         Nine months ended December 31,
                                           2021                  2020

Revenue                               $       257,328       $             -
Cost of revenue                              (219,136 )                   -
Gross profit                                   38,192                     -

General and administrative expenses           (89,786 )             (57,394 )
Research and development expenses             (43,084 )             (73,678

)
Loss from operation                           (94,678 )            (131,072 )
Other income, net                                   -                 4,644
Income tax expense                                  -                     -
NET LOSS                              $       (94,678 )     $      (126,428 )










  18





Revenue. We generated revenues of $257,328 and $0 for the nine months ended December 31, 2021 and 2020. We commercialized the know-how technology service to the market from September 2021.

For the nine months ended December 31, 2021, the following customers accounted for 10% or more of our total net revenues:





Customer name                              Nine months ended December 31, 2021       December 31, 2021
                                                                   Percentage         Trade accounts
                                             Revenues             of revenues           receivable

TLD Optoelectronic Technology Company
Limited                                   $      257,328                   100%     $           154,107



For the nine months ended December 31, 2020, there were no customers.

Cost of Revenue. Cost of revenue for the nine months ended December 31, 2021 and 2020, was $219,136 and $0, respectively. We commercialized the know-how technology service to the market from September 2021.

For the nine months ended December 31, 2021, there were no vendors who accounted for 10% or more of our total net cost of revenue.

For the nine months ended December 31, 2020, there were no vendors.

Gross Profit. We achieved a gross profit of $38,192 and $0 for the nine months ended December 31, 2021 and 2020, respectively.

We commercialized the know-how technology to the market from September 2021.





General and Administrative Expenses ("G&A"). We incurred G&A expenses of $89,786
and $57,394 for the nine months ended December 31, 2021 and 2020, respectively.
The increase in G&A is primarily attributable to the increase in staff cost

and
operating expenses.



Research and Development Expenses ("R&D"). We incurred R&D expenses of $43,084
and $73,678 for the nine months ended December 31, 2021 and 2020, respectively.
The decrease in R&D expenses is primarily attributable to the allocation to
direct staff cost associated with R&D support being rendered in revenue
generating activities.



Other Income, net. We generated other income of $0 and $4,644 for the nine months ended December 31, 2021 and 2020, respectively. The decrease in other income is primarily attributable to the government subsidies.

Income Tax Expense. Our income tax expenses for the nine months ended December 31, 2021 and 2020 were $0.

Liquidity and Capital Resources





As of December 31, 2021, we had cash and cash equivalents of $20,945, accounts
receivable of $193,639, inventories of $3,845, and prepayments and deposits

of
$14,972.


As of March 31, 2021, we had cash and cash equivalents of $42,463, accounts receivable of $38,587, inventories of $8,424, and prepayments and deposits of $18,018.











  19






We expect to incur significantly greater expenses in the near future as we
expand our business or enter into strategic partnerships. We also expect our
general and administrative expenses to increase as we expand our finance and
administrative staff, add infrastructure, and incur additional costs related to
being reporting act company, including directors' and officers' insurance and
increased professional fees.


We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.





                                                  Nine Months ended December 31,
                                                    2021                  2020

Net cash used in operating activities $ (209,183 ) $ (133,009 ) Net cash used in investing activities $

             -       $       (13,164 )
Net cash generated from financing activities   $       185,127       $     

 171,922



Net Cash Used In Operating Activities.





For the nine months ended December 31, 2021, net cash used in operating
activities was $209,183, which consisted primarily of a net loss of $94,678, a
decrease in prepayments and deposits of $3,046 and a decrease in inventories of
$4,579, offset by an increase in accounts receivable of $155,391, a decrease in
accrued liabilities and other payables of $1,092, plus non-cash items such as,
depreciation of $28,623, amortization of $4,298 and non-cash lease expenses

of
$1,432.


For the nine months ended December 31, 2020, net cash used in operating activities was $133,009, which consisted primarily of a net loss of $126,428, an increase in prepayments and deposits of $25,426, a decrease in accrued liabilities and other payables of $2,806, offset by non-cash items such as, depreciation of $19,089 and non-cash lease expenses of $2,562.

We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions.

Net Cash Generated From Investing Activities.

For the nine months ended December 31, 2021, no net cash was generated from investing activities.

For the nine months ended December 31, 2020, net cash used in investing activities was $13,164 consisting of addition of intangible assets.

Net Cash Generated From Financing Activities.





For the nine months ended December 31, 2021, net cash generated from financing
activities was $185,127 consisting of advances from related parties of $215,939
and payment of lease liabilities of $30,812.



For the nine months ended December 31, 2020, net cash generated from financing
activities was $171,922 consisting of advances from related parties of $192,723
and payment of lease liabilities of $20,801.



Going Concern



The accompanying condensed consolidated financial statements have been prepared
using the going concern basis of accounting, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.









  20






The Company incurred a recurring loss from prior years and suffered from an
accumulated deficit of $6,603,005 as at December 31, 2021. In addition, with
respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was
designated as a pandemic by the World Health Organization on March 11, 2020, the
outbreak has caused substantial disruption in international economies and global
trades and if repercussions of the outbreak are prolonged, could have a
significant adverse impact on the Company's business.



The continuation of the Company as a going concern in the next twelve months is
dependent upon the continued financial support from its stockholders. Management
believes the Company is currently pursuing additional financing for its
operations. However, there is no assurance that the Company will be successful
in securing sufficient funds to sustain the operations.



These and other factors raise substantial doubt about the Company's ability to
continue as a going concern. These condensed consolidated financial statements
do not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets and liabilities that may result in
the Company not being able to continue as a going concern.



Off-Balance Sheet Arrangements

We are not party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.

Contractual Obligations and Commercial Commitments





We had the following contractual obligations and commercial commitments as of
December 31, 2021:



                                           Less than 1                                              More than 5

Contractual Obligations       Total            Year           1-3 Years          3-5 Years             Years
                                $               $                 $                  $                   $
Amounts due to related
parties                    $ 2,015,916     $  2,015,916     $            -     $            -     $             -
Commercial commitments               -                -                  -                  -                   -
Bank loan repayment                  -                -                  -                  -                   -
Total obligations          $ 2,015,916     $  2,015,916     $            -     $            -     $             -




Basis of preparation



The accompanying condensed consolidated financial statements reflect the
application of certain significant accounting policies as described in this note
and elsewhere in the accompanying condensed consolidated financial statements
and notes.



· Basis of presentation



These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").

· Use of estimates and assumptions


In preparing these condensed consolidated financial statements, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities in the balance sheet and revenues and expenses during the periods
reported. Actual results may differ from these estimates.









  21






· Basis of consolidation




The condensed consolidated financial statements include the accounts of KRFG and
its subsidiaries. All significant inter-company balances and transactions within
the Company have been eliminated upon consolidation.



· Cash and cash equivalents






Cash and cash equivalents are carried at cost and represent cash on hand, demand
deposits placed with banks or other financial institutions and all highly liquid
investments with an original maturity of three months or less as of the purchase
date of such investments.



· Accounts receivable




Accounts receivable are recorded at the invoiced amount and do not bear
interest, which are due within contractual payment terms, generally 30 to 90
days from completion of service. Credit is extended based on evaluation of a
customer's financial condition, the customer credit-worthiness and their payment
history. Accounts receivable outstanding longer than the contractual payment
terms are considered past due. Past due balances over 90 days and over a
specified amount are reviewed individually for collectability. At the end of
fiscal year, the Company specifically evaluates individual customer's financial
condition, credit history, and the current economic conditions to monitor the
progress of the collection of accounts receivables. The Company will consider
the allowance for doubtful accounts for any estimated losses resulting from the
inability of its customers to make required payments. For the receivables that
are past due or not being paid according to payment terms, the appropriate
actions are taken to exhaust all means of collection, including seeking legal
resolution in a court of law. Account balances are charged off against the
allowance after all means of collection have been exhausted and the potential
for recovery is considered remote. The Company does not have any
off-balance-sheet credit exposure related to its customers. As of December 31,
2021 and March 31, 2021, there was no allowance for doubtful accounts.



· Inventories




Inventories are stated at the lower of cost or market value (net realizable
value), cost being determined on a first-in-first-out method. Costs include
material costs. The Company provides inventory allowances based on excess and
obsolete inventories determined principally by customer demand. As of December
31, 2021 and March 31, 2021, the Company did not record an allowance for
obsolete inventories, nor have there been any write-offs.



· Property and equipment



Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:





                         Expected useful lives
Office equipment                3 years
Furniture and fixtures          3 years
Computer equipment              3 years




Expenditures for repairs and maintenance are expensed as incurred. When assets
have been retired or sold, the cost and related accumulated depreciation are
removed from the accounts and any resulting gain or loss is recognized in the
results of operations.









  22





Depreciation expense for the three months ended December 31, 2021 and 2020 were $20 and $54, respectively.

Depreciation expense for the nine months ended December 31, 2021 and 2020 were $20 and $160, respectively.





· Website development costs




The Company accounts for its website development costs in accordance with ASC
350-50, Website Development Costs. These costs, if any, are included in
intangible assets in the accompanying consolidated financial statements.
Upgrades or enhancements that add functionality are capitalized while other
costs during the operating stage are expensed as incurred. The Company amortizes
the capitalized website development costs over an estimated life of five years.



Amortization expense for the three months ended December 31, 2021 and 2020 were $2,162 and $0, respectively.

Amortization expense for the nine months ended December 31, 2021 and 2020 were $4,298 and $0, respectively.

· Impairment of long-lived assets


In accordance with the provisions of ASC Topic 360, "Impairment or Disposal of
Long-Lived Assets", all long-lived assets such as property and equipment owned
and held by the Company are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is evaluated by a
comparison of the carrying amount of an asset to its estimated future
undiscounted cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amounts of the assets exceed the fair value of
the assets.



· Revenue recognition




The Company adopted Accounting Standards Update ("ASU") No. 2014-09, "Revenue
from Contracts with Customers" (Topic 606) ("ASU 2014-09") using the full
retrospective transition method. The Company's adoption of ASU 2014-09 did not
have a material impact on the amount and timing of revenue recognized in its
condensed consolidated financial statements.



Under ASU 2014-09, the Company recognizes revenue when control of the promised
goods or services is transferred to customers, in an amount that reflects the
consideration the Company expects to be entitled to in exchange for those goods
or services.


The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:





· identify the contract with a customer;
· identify the performance obligations in the contract;
· determine the transaction price;
· allocate the transaction price to performance obligations in the contract; and
· recognize revenue as the performance obligation is satisfied.




The Company's services revenue is derived from performing the research and
development and technology development for the customers under fixed-price
contracts. On fixed-price contracts that are expected not more than one year in
duration, revenue is recognized pursuant to the proportional performance method
based upon the proportion of actual costs incurred to the total estimated costs
for the contract. The Company receives the periodic progress payments.









  23






Costs incurred in connection with the research and development are included in
cost of revenue. Product development costs charged to billable projects are
recorded as cost of revenue, which consist primarily of costs associated with
personnel, supplies and materials.



· Government subsidies




A government subsidy is not recognized until there is reasonable assurance that:
(a) the enterprise will comply with the conditions attached to the grant; and
(b) the grant will be received. When the Company receives government subsidies
but the conditions attached to the grants have not been fulfilled, such
government subsidies are deferred and recorded under other payables and accrued
expenses, and other long-term liability. The classification of short-term or
long-term liabilities is depended on the management's expectation of when the
conditions attached to the grant can be fulfilled. For the nine months ended
December 31, 2021 and 2020, the Company received government subsidies of $0 and
$4,644, which are recognized as subsidy income in the condensed consolidated
statements of operations.



· Income taxes




The Company adopted the ASC 740 "Income tax" provisions of paragraph
740-10-25-13, which addresses the determination of whether tax benefits claimed
or expected to be claimed on a tax return should be recorded in the condensed
consolidated financial statements. Under paragraph 740-10-25-13, the Company may
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 condensed consolidated financial statements from such
a position should be measured based on the largest benefit that has a greater
than fifty percent (50%) likelihood of being realized upon ultimate settlement.
Paragraph 740-10-25-13 also provides guidance on de-recognition, classification,
interest and penalties on income taxes, accounting in interim periods and
requires increased disclosures. The Company had no material adjustments to its
liabilities for unrecognized income tax benefits according to the provisions of
paragraph 740-10-25-13.



The estimated future tax effects of temporary differences between the tax basis
of assets and liabilities are reported in the accompanying balance sheets, as
well as tax credit carry-backs and carry-forwards. The Company periodically
reviews the recoverability of deferred tax assets recorded on its balance sheets
and provides valuation allowances as management deems necessary.



· Uncertain tax positions




The Company did not take any uncertain tax positions and had no adjustments to
its income tax liabilities or benefits pursuant to the ASC 740 provisions of
Section 740-10-25 for the nine months ended December 31, 2021 and 2020.



· Foreign currencies translation






Transactions denominated in currencies other than the functional currency are
translated into the functional currency at the exchange rates prevailing at the
dates of the transaction. Monetary assets and liabilities denominated in
currencies other than the functional currency are translated into the functional
currency using the applicable exchange rates at the balance sheet dates. The
resulting exchange differences are recorded in the consolidated statement of
operations.



The reporting currency of the Company is United States Dollar ("US$") and the
accompanying condensed consolidated financial statements have been expressed in
US$. In addition, the Company is operating in Hong Kong and maintains its books
and record in its local currency, Hong Kong Dollars ("HKD"), which is a
functional currency as being the primary currency of the economic environment in
which their operations are conducted. In general, for consolidation purposes,
assets and liabilities of its subsidiaries whose functional currency is not US$
are translated into US$, in accordance with ASC Topic 830-30, "Translation of
Financial Statement", using the exchange rate on the balance sheet date.
Revenues and expenses are translated at average rates prevailing during the
period. The gains and losses resulting from translation of financial statements
of foreign subsidiaries are recorded as a separate component of accumulated
other comprehensive income within the statements of changes in stockholder's
equity.









  24





Translation of amounts from HKD into US$ has been made at the following exchange rates for the period ended December 31, 2021 and 2020:

December 31, 2021       December 31, 2020
Period-end HKD:US$ exchange rate                    0.1284                 

0.1290


Period average HKD:US$ exchange rate                0.1287                 

0.1290




· Comprehensive income




ASC Topic 220, "Comprehensive Income", establishes standards for reporting and
display of comprehensive income, its components and accumulated balances.
Comprehensive income as defined includes all changes in equity during a period
from non-owner sources. Accumulated other comprehensive income, as presented in
the accompanying condensed consolidated statements of changes in stockholders'
equity, consists of changes in unrealized gains and losses on foreign currency
translation. This comprehensive income is not included in the computation of
income tax expense or benefit.



· Leases




The Company adopted Topic 842, "Leases"("ASC 842"), using the modified
retrospective approach through a cumulative-effect adjustment and utilizing the
effective date of January 1, 2020 as its date of initial application, with prior
periods unchanged and presented in accordance with the previous guidance in
Topic 840, Leases ("ASC 840").



At the inception of an arrangement, the Company determines whether the
arrangement is or contains a lease based on the unique facts and circumstances
present. Leases with a term greater than one year are recognized on the balance
sheet as right-of-use ("ROU") assets, lease liabilities and long-term lease
liabilities. The Company has elected not to recognize on the balance sheet
leases with terms of one year or less. Operating lease liabilities and their
corresponding right-of-use assets are recorded based on the present value of
lease payments over the expected remaining lease term. However, certain
adjustments to the right-of-use asset may be required for items such as prepaid
or accrued lease payments. The interest rate implicit in lease contracts is
typically not readily determinable. As a result, the Company utilizes its
incremental borrowing rates, which are the rates incurred to borrow on a
collateralized basis over a similar term an amount equal to the lease payments
in a similar economic environment.



In accordance with the guidance in ASC 842, components of a lease should be
split into three categories: lease components (e.g. land, building, etc.),
non-lease components (e.g. common area maintenance, consumables, etc.), and
non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed
and in-substance fixed contract consideration (including any related to
non-components) must be allocated based on the respective relative fair values
to the lease components and non-lease components.



Lease expense is recognized on a straight-line basis over the lease terms. Lease
expense includes amortization of the ROU assets and accretion of the lease
liabilities. Amortization of ROU assets is calculated as the periodic lease cost
less accretion of the lease liability. The amortized period for ROU assets is
limited to the expected lease term.



The Company has elected a practical expedient to combine the lease and non-lease
components into a single lease component. The Company also elected the
short-term lease measurement and recognition exemption and does not establish
ROU assets or lease liabilities for operating leases with terms of 12 months or
less.



· Segment reporting




ASC Topic 280, "Segment Reporting" establishes standards for reporting
information about operating segments on a basis consistent with the Company's
internal organization structure as well as information about geographical areas,
business segments and major customers in condensed consolidated financial
statements. For the nine months ended December 31, 2021 and 2020, the Company
operates in one reportable operating segment in Hong Kong.









  25






· Related parties



The Company follows the ASC 850-10, "Related Party" for the identification of related parties and disclosure of related party transactions.


Pursuant to section 850-10-20 the related parties include a) affiliates of the
Company; b) entities for which investments in their equity securities would be
required, absent the election of the fair value option under the Fair Value
Option Subsection of section 825-10-15, to be accounted for by the equity method
by the investing entity; c) trusts for the benefit of employees, such as pension
and Income-sharing trusts that are managed by or under the trusteeship of
management; d) principal owners of the Company; e) management of the Company; f)
other parties with which the Company may deal if one party controls or can
significantly influence the management or operating policies of the other to an
extent that one of the transacting parties might be prevented from fully
pursuing its own separate interests; and g) other parties that can significantly
influence the management or operating policies of the transacting parties or
that have an ownership interest in one of the transacting parties and can
significantly influence the other to an extent that one or more of the
transacting parties might be prevented from fully pursuing its own separate
interests.



The consolidated financial statements shall include disclosures of material
related party transactions, other than compensation arrangements, expense
allowances, and other similar items in the ordinary course of business. However,
disclosure of transactions that are eliminated in the preparation of
consolidated or combined financial statements is not required in those
statements. The disclosures shall include: a) the nature of the relationship(s)
involved; b) a description of the transactions, including transactions to which
no amounts or nominal amounts were ascribed, for each of the periods for which
income statements are presented, and such other information deemed necessary to
an understanding of the effects of the transactions on the financial statements;
c) the dollar amounts of transactions for each of the periods for which income
statements are presented and the effects of any change in the method of
establishing the terms from that used in the preceding period; and d) amount due
from or to related parties as of the date of each balance sheet presented and,
if not otherwise apparent, the terms and manner of settlement.



· Commitments and contingencies






The Company follows the ASC 450-20, Commitmentsto report accounting for
contingencies. Certain conditions may exist as of the date the financial
statements are issued, which may result in a loss to the Company but which will
only be resolved when one or more future events occur or fail to occur. The
Company assesses such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to
legal proceedings that are pending against the Company or un-asserted claims
that may result in such proceedings, the Company evaluates the perceived merits
of any legal proceedings or un-asserted claims as well as the perceived merits
of the amount of relief sought or expected to be sought therein.



If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the liability can be estimated, then
the estimated liability would be accrued in the Company's condensed consolidated
financial statements. If the assessment indicates that a potentially material
loss contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, and an
estimate of the range of possible losses, if determinable and material, would be
disclosed.



Loss contingencies considered remote are generally not disclosed unless they
involve guarantees, in which case the guarantees would be disclosed. Management
does not believe, based upon information available at this time that these
matters will have a material adverse effect on the Company's financial position,
results of operations or cash flows. However, there is no assurance that such
matters will not materially and adversely affect the Company's business,
financial position, and results of operations or cash flows.









  26





· Fair value of financial instruments


The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification
("Paragraph 820-10-35-37") to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards
Codification establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value
measurements and related disclosures, paragraph 820-10-35-37 of the FASB
Accounting Standards Codification establishes a fair value hierarchy which
prioritizes the inputs to valuation techniques used to measure fair value into
three (3) broad levels. The fair value hierarchy gives the highest priority to
quoted prices (unadjusted) in active markets for identical assets or liabilities
and the lowest priority to unobservable inputs. The three (3) levels of fair
value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting
Standards Codification are described below:



Level 1 Quoted market prices available in active markets for identical assets or

liabilities as of the reporting date.

Level 2 Pricing inputs other than quoted prices in active markets included in

Level 1, which are either directly or indirectly observable as of the

reporting date.

Level 3 Pricing inputs that are generally observable inputs and not corroborated


          by market data.




Financial assets are considered Level 3 when their fair values are determined
using pricing models, discounted cash flow methodologies or similar techniques
and at least one significant model assumption or input is unobservable.



The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.





The carrying amounts of the Company's financial assets and liabilities, such as
cash and cash equivalents, approximate their fair values because of the short
maturity of these instruments.



· Recent accounting pronouncements


In September 2016, the Financial Accounting Standard Board ("FASB") issued ASU
No. 2016-13, "Financial Instruments - Credit Losses (Topic 326)" ("ASU
2016-13"), which requires the immediate recognition of management's estimates of
current and expected credit losses. In November 2018, the FASB issued ASU
2018-19, which makes certain improvements to Topic 326. In April and May 2019,
the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification
improvements and transition relief for Topic 326. In November 2019, the FASB
issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller
Reporting Companies to interim and annual periods beginning after December 15,
2022, with early adoption permitted. In November 2019, the FASB issued ASU
2019-11, which makes improvements to certain areas of Topic 326. In February
2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the
issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. Topic 326 is
effective for the Company for fiscal years and interim reporting periods within
those years beginning after December 15, 2022. Early adoption is permitted for
interim and annual periods beginning December 15, 2019. The Company is currently
evaluating the potential impact of adopting this guidance on the condensed
consolidated financial statements.



On January 1, 2020, the Company adopted ASU No. 2017-04, "Intangibles and Other
(Topic 350): Simplifying the Test for Goodwill Impairment", which eliminates the
requirement to calculate the implied fair value of goodwill, but rather requires
an entity to record an impairment charge based on the excess of a reporting
unit's carrying value over its fair value. Adoption of this ASU did not have a
material effect on the condensed consolidated financial statements.









  27






On January 1, 2020, the Company adopted ASU No. 2018-13, "Fair Value
Measurements (Topic 820): Disclosure Framework Changes to the Disclosure
Requirements for Fair Value Measurement". The amendments in this update modify
the disclosure requirements on fair value measurements in Topic 820. Adoption of
this ASU did not have a material effect on the condensed consolidated financial
statements.


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

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