The following discussion of our operations and financial condition should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.





FORWARD-LOOKING STATEMENTS


This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the "safe harbor" provisions under section 21E of the Securities and Exchange Act of 1934 and the Private Securities Litigation Act of 1995. We use forward-looking statements in our description of our plans and objectives for future operations and assumptions underlying these plans and objectives. Forward-looking terminology includes the words "may", "expects", "believes", "anticipates", "intends", "forecasts", "projects", or similar terms, variations of such terms or the negative of such terms. These forward-looking statements are based on management's current expectations and are subject to factors and uncertainties which could cause actual results to differ materially from those described in such forward-looking statements. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Form 10-Q to reflect any change in our expectations or any changes in events, conditions or circumstances on which any forward-looking statement is based. Factors which could cause such results to differ materially from those described in the forward-looking statements include those set forth under "Item. 1 Description of Business - Risk Factors" and elsewhere in or incorporated by reference into our Annual Report on Form 10-K for the year ended March 31, 2021.

CRITICAL ACCOUNTING POLICIES





REVENUE RECOGNITION



ELECTRONICS:


We recognize revenue from the sale of our electronic products when they are shipped to the purchaser. We offer a limited 90-day warranty on our electronics products and contract manufacturing and a limited 5-year warranty on our electronic controllers for spas and hot tubs. Historically, the amount of warranty revenue included in sales of our electronic products have been de minimus. We have no other post shipment obligations.

Amounts received from customers in advance of our satisfaction of applicable performance obligations are recorded as customer deposits. Such amounts are recognized as revenues when the related performance obligations are satisfied. Customer deposits of approximately $115,000 as of March 31, 2021 were recognized as revenues during the six months ended September 30, 2021.





CHEMICAL PRODUCTS:


Revenues are recognized when products are shipped to end users. Shipments to distributors are recognized as revenue when no right of return exists.





ENGINEERING SERVICES:


We provide certain engineering services, including research, development, quality control, and quality assurance services along with regulatory compliance services. We recognize revenue from engineering services on a monthly basis over time as the applicable performance obligations are satisfied.

All revenue is recognized net of discounts.





USE OF ESTIMATES


These unaudited condensed consolidated financial statements have been prepared in accordance with US GAAP and, accordingly, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Significant estimates made by management include expected economic life and value of our of our deferred tax assets and related valuation allowance, write down of inventory, impairment of long-lived assets, allowance for doubtful accounts, and warranty reserves. Actual results could differ from those estimates.





LEASES


In February 2016, the FASB issued authoritative guidance which changes financial reporting as it relates to leasing transactions. Under the new guidance, lessees are required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The Company adopted this guidance as of April 1, 2019, using the modified retrospective approach which allowed it to initially apply the guidance as of the adoption date. The Company elected the package of practical expedients available under the new standard, which allowed the Company to forgo a reassessment of (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) the initial direct costs for any existing leases.


                                       16
--------------------------------------------------------------------------------

The Company made a policy election to recognize short-term lease payments as an expense on a straight-line basis over the lease term. The Company defines a short-term lease as a lease that, at the commencement date, has a lease term of twelve months or less and does not contain an option to purchase the underlying asset that the lease is reasonably certain to exercise. Related variable lease payments are recognized in the period in which the obligation is incurred.

The Company's lease agreement contains related non-lease components (e.g. taxes, etc.). The Company separates lease components and non-lease components for all underlying asset classes.

The adoption of this guidance had a material impact on the Company's Condensed Consolidated Balance Sheet beginning April 1, 2019, when the Company recognized (a) a lease liability of $821,020, which represents the present value of the remaining lease payments of $967,344, discounted using the Company's incremental borrowing rate of 5% and (b) the related right-of-use asset of $821,020. Prior periods were not restated. Adoption of this standard had no change on financing leases previously subject to capital lease treatment under ASC Topic 840, Leases. See Note 9 for further discussion of leases.

The Company determines if a contractual arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU") assets, operating lease liability - current, and operating lease liability - noncurrent on the Company's condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The lease payments included in the present value are fixed lease payments. As most of the Company's leases do not provide an implicit rate, the Company estimates its collateralized incremental borrowing rate, based on information available at the commencement date, in determining the present value of lease payments. The operating lease ROU assets include any payments made before the commencement date and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.





BUSINESS OVERVIEW


The Company is a technology-based developer and manufacturer of diversified lines of products and derives revenue from the production and sale of electronics for medical devices and other applications; environmentally safe chemical products for industrial, medical and cosmetic uses; and, research, development, regulatory and engineering services. The Company has increased internal research and development by utilizing their engineering resources to advance their own proprietary medical device technologies.

The Company is a corporation that was organized under the laws of the State of Delaware on November 24, 1969. Our operations are conducted through ADM and its subsidiary Sonotron.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2021 AS COMPARED TO SEPTEMBER 30, 2020.

Revenues for the three and six months ended September 30, 2021 decreased by $75,226 and increased $77,039, respectively. The three-month decrease is a result of decreased sales of $39,741 in the Chemical segment and $55,826 in the Electronic segment offset by an increase of $20,341 in the Engineering segment. The six-month increase is a result of decreased sales of $121,314 in the Electronic segment offset by increases of $109,360 in the Engineering segment and $88,993 in the Chemicals segment.

Gross profit for the three and six months ended September 30, 2021 decreased by $2,793 and increase by $114,889, respectively. The increase in gross profit resulted primarily from increased sales in Engineering and Chemical sales coupled with a minimal increase in cost of sales.

We are highly dependent upon certain customers. During the three months ended September 30, 2021, two customers accounted for 51% of our net revenue. Net revenues from foreign customers for the three months ended September 30, 2021 was $75,541 or 9%.

During the six months ended September 30, 2021, two customers accounted for 48% of our net revenue. Net revenues from foreign customers for the six months ended September 30, 2021 was $157,494 or 10%.

During the three and six months ended September 30, 2020, two customers accounted for 49% and 51% of our net revenue, respectively. Net revenues from foreign customers for the three and six months ended September 30, 2020 was $98,822 or 11% and $123,488 or 8%, respectively.

The complete loss of or significant reduction in business from, or a material adverse change in the financial condition of any of our customers could cause a material and adverse change in our revenues and operating results.


                                       17
--------------------------------------------------------------------------------

Loss from operations for the three months ended September 30, 2021 was ($552,574) compared to income from operations for the three months ended September 30, 2020 of $5,366 mainly due to consulting expense of $287,844 as a result of warrants issued during the quarter and bad debt expense of $200,000.

Loss from operations for the six months ended September 30, 2021 was ($595,571) compared to a loss from operations for the six months ended September 30, 2020 of ($178,504).

Other income increased $355,555 and $342,746 for the three months and six months ended September 30, 2021, respectively. The increase is attributable to the forgiveness of the PPP Loan in the amount of $361,275.

The foregoing resulted in a net loss before provision for income taxes for the three months ended September 30, 2021 of $193,474. Earnings per share were $(0.00) for the three months ended September 30, 2021. A net loss before provision for income taxes for the six months ended September 30, 2021 of $237,646. Earnings per share were $(0.00) for the six months ended September 30, 2021.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2021, we had cash and cash equivalents of $1,264,488 as compared to $1,546,950 at March 31, 2021. The $282,462 decrease was primarily the result of cash used in operations during the six-month period in the amount of $299,440, offset with cash provided in financing activities of $16,978. Our cash will continue to be used for increased marketing costs, and increased production labor costs all in an attempt to increase our revenue, as well as increased expenditures for our internal R&D. We expect to have enough cash to fund operations for the next twelve months.





Future Sources of Liquidity:


We expect that growth with profitable customers and continued focus on new customers will enable us to continue to generate cash flows from operating activities during fiscal 2022.

Based on current expectations, we believe that our existing cash and cash equivalents of $1,264,488 as of September 30, 2021, and other potential sources of cash will be sufficient to meet our cash requirements. Our ability to meet these requirements will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.





OPERATING ACTIVITIES


Net cash used by operating activities was $299,440 for the six months ended September 30, 2021, as compared to net cash used by operating activities of $340,670 for the six months ended September 30, 2020. The cash used during the six months ended September 30, 2021 was primarily due to an increase in net operating assets of $153,430, a decrease in net operating liabilities of $150,342, PPP loan forgiveness of $361,275, an increase in deferred taxes of $150,000, and net loss of $67,828, partially offset by write-off of inventories of $21,979, write-off of $200,000 of bad debt, depreciation and amortization of $58,023, issuance of warranty liability of $287,844, and non-cash interest expense of $15,589.





INVESTING ACTIVITIES



No cash was provided for or used in investing activities for the six months ended September 30, 2021.





FINANCING ACTIVITIES


For the six months ended September 30, 2021, net cash provided by financing activities was $16,978 due to net advances from the line of credit of $27,329 and a decrease in due to stockholder of $10,351.

OFF BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.


                                       18

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses