Amended Annual and Transition Report (foreign Private Issuer) (20-f/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F/A

(Amendment No. 1)

 

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

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

 

For the fiscal year ended March 31, 2019

 

OR

 

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

 

For the transition period from __________ to __________.

 

OR

 

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

 

Date of event requiring this shell company report:

 

Commission file number: 001-38619

 

Wah Fu Education Group Ltd.

(Exact name of Registrant as Specified in its Charter)

 

British Virgin Islands

(Jurisdiction of Incorporation or Organization)

 

Room 505 Building No.40, No.1 Disheng North Street

Economic and Technological Development Zone

Beijing, China 100176

(Address of Principal Executive Offices)

 

Xinghui Yang

Tel: + 86 10 57925024 Fax: + 86 10 57925056

Room 505 Building No.40, No.1 Disheng North Street

Economic and Technological Development Zone

Beijing, China 100176

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

 

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

 

Title of Each Class		Trading symbol		Name of Each Exchange On Which Registered
Ordinary shares, par value US$0.01 per share		WAFU		NASDAQ Capital Market

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None

(Title of Class)

 

 

 

 

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of August 14, 2019 was: 4,381,033 ordinary shares, par value $0.01 per share.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes ☐ No ☒

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Yes ☐ No ☒

 

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 every Interactive Data File required to be submitted 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 such files).

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

☒ U.S. GAAP

☐ International Financial Reporting Standards as issued

☐ Other by the International Accounting Standards Board

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

 

 

 

 

 

WAH FU EDUCATION GROUP LIMITED FORM 20-F/A ANNUAL REPORT

 

TABLE OF CONTENTS

 

		Page
	Explanatory Note	1
	PART III
Item 17.	Financial Statements	2
Item 18.	Financial Statements	2
Item 19.	Exhibits	2
	Consolidated Financial Statements	F-1

 

i

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Form 20-F (“Amendment No. 1”) amends the Annual Report on Form 20-F of Wah Fu Education Group Limited (the “Company”) for the fiscal year ended March 31, 2019, originally filed on August 15, 2019 (the “Original Filing”), to include revised disclosure in Note 2 to the Company’s consolidated financial statements in response to comments the Company received from the staff of the Securities and Exchange Commission (“SEC”).

 

In addition, in connection with the filing of this Amendment No. 1 and pursuant to the rules of the SEC we are including currently dated certifications. Accordingly Part III has been amended to reflect the filing of these currently dated certifications.

 

This Amendment No. 1 does not modify or update any other disclosures set forth in the Original Filing, except as required to reflect the additional information in Part III and the notes to the consolidated financial statements. Additionally, this Form 20-F/A, except for the additional information included in Part III, speaks as of the filing date of the Original Filing and does not update or discuss any other Company developments subsequent to the date of the Original Filing. Accordingly, this Form 20-F/A should be read in conjunction with our filings made with the SEC subsequent to the Original Filing.

 

1

 

 

ITEM 17. FINANCIAL STATEMENTS

 

Not applicable.

 

ITEM 18. FINANCIAL STATEMENTS

 

The consolidated financial statements and related notes required by this item are contained on pages F-1 through F-26.

 

ITEM 19. EXHIBITS

 

Exhibit Number		Description of Documents
12.1		Certificate of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act*
12.2		Certificate of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act*
13.1		Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
13.2		Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.1		XBRL INSTANCE DOCUMENT
101.1		XBRL TAXONOMY EXTENSION SCHEMA
101.1		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.1		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.1		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.1		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

*	Filed as an exhibit hereto.

 

2

 

 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

	WAH FU EDUCATION GROUP LIMITED
	/s/ Xinhui Yang
	Name: Xinhui Yang
	Title: Chief Executive Officer

 

Date: April 22, 2020

 

3

 

 

 

 

 

 

 

 

 

 

 

WAH FU EDUCATION GROUP LIMITED

 

AND SUBSIDIARIES

 

CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

 

 

F-1

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of

Wah Fu Education Group Limited

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Wah Fu Education Group Limited and its subsidiaries (collectively, the “Company”) as of March 31, 2019 and 2018, and the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended March 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”).In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Friedman LLP

 

We have served as the Company’s auditor since 2017.

 

New York, New York

August 14, 2019

 

 

F-2

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

		As of March 31,				As of March 31,
		2019				2018
ASSETS
CURRENT ASSETS:
Cash		$	3,927,718			$	4,722,955
Accounts receivable, net			1,781,360				2,038,472
Other receivables, net			75,213				30,636
Loan to third parties, current			490,420				578,477
Other current assets			146,058				179,756
Deferred offering costs			417,100				165,081
TOTAL CURRENT ASSETS			6,837,869				7,715,377
Loan to third parties, noncurrent			89,404				493,985
Property and equipment, net			868,802				696,777
Investments in unconsolidated entities			283,113				384,183
Deferred tax assets, net			403,466				317,382
TOTAL ASSETS		$	8,482,654			$	9,607,704
CURRENT LIABILITIES:
Due to related parties		$	252,874			$	327,314
Deferred revenue			620,332				341,436
Taxes payable			318,685				479,856
Other payables			268,550				69,045
Accrued expenses and other liabilities			324,510				216,740
TOTAL CURRENT LIABILITIES			1,784,951				1,434,391
TOTAL LIABILITIES			1,784,951				1,434,391
COMMITMENTS AND CONTINGENCIES
EQUITY
Common stock, $0.01 par value, 30,000,000 shares authorized; 3,200,000 shares issued and outstanding *			32,000				32,000
Additional paid-in capital			217,395				217,395
Statutory reserve			222,180				217,001
Retained earnings			6,421,944				7,373,306
Accumulated other comprehensive income (loss)			(407,169	)			116,015
Total shareholders’ equity			6,486,350				7,955,717
Non-controlling interest			211,353				217,596
TOTAL EQUITY			6,697,703				8,173,313
TOTAL LIABILITIES AND EQUITY		$	8,482,654			$	9,607,704

 

*

Retrospectively restated for effect of stock split and reorganization

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-3

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 

		For the Year Ended March 31,
		2019				2018				2017
REVENUE		$	5,358,023			$	5,967,896			$	5,172,688
COST OF REVENUE AND RELATED TAX
Cost of revenue			2,816,331				2,202,368				2,117,951
Business and sales related tax			38,048				27,128				33,448
GROSS PROFIT			2,503,644				3,738,400				3,021,289
OPERATING EXPENSES
Selling expenses			1,441,165				1,084,599				702,337
General and administrative expenses			2,301,070				1,581,307				1,660,140
Total operating expenses			3,742,235				2,665,906				2,362,477
INCOME (LOSS) FROM OPERATIONS			(1,238,591	)			1,072,494				658,812
OTHER INCOME (EXPENSE)
Interest income			126,663				177,723				107,777
Income/(loss) from investments in unconsolidated entities			-				56,421				(36,171	)
Other expenses			(3,403	)			(11,138	)			(7,235	)
Total other income, net			123,260				223,006				64,371
INCOME (LOSS) BEFORE INCOME TAX PROVISION			(1,115,331	)			1,295,500				723,183
PROVISION (BENEFIT) FOR INCOME TAXES			(96,804	)			92,023				105,952
NET INCOME (LOSS)			(1,018,527	)			1,203,477				617,231
Less: net income (loss) attributable to non-controlling interest			(72,344	)			58,874				44,530
NET INCOME (LOSS) ATTRIBUTABLE TO WAH FU EDUCATION GROUP LIMITED		$	(946,183	)		$	1,144,603			$	572,701
COMPREHENSIVE INCOME (LOSS)
Net income (loss)			(1,018,527	)			1,203,477				617,231
Other comprehensive income (loss): foreign currency translation gain (loss)			(522,250	)			676,673				(396,923	)
Total comprehensive income (loss)			(1,540,777	)			1,880,150				220,308
Less: Comprehensive income (loss) attributable to non-controlling interest			(71,411	)			74,680				43,969
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO WAH FU EDUCATION GROUP LIMITED		$	(1,469,366	)		$	1,805,470			$	176,339
Earnings (loss) per common share - basic and diluted		$	(0.30	)		$	0.36			$	0.18
Weighted average shares - basic and diluted*			3,200,000				3,200,000				3,200,000

 

*

Retrospectively restated for effect of stock split and reorganization

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4

 

 

WAH FU EDUCATION COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATION STATEMENTS OF CHANGES IN EQUITY

 

										Additional												Accumulated Other								Non-
		Ordinary Shares								Paid-in				Statutory				Retained				Comprehensive				Shareholders’				controlling				Total
		Shares*				Amount				Capital				Reserve				Earnings				Income (Loss)				Equity				Interest				Equity
Balance, March 31, 2016			3,200,000			$	32,000			$	217,395			$	-			$	5,873,003			$	(148,490	)		$	5,973,908			$	(7,474	)		$	5,966,434
Capital contribution			-				-				-				-				-				-				-				65,302				65,302
Net income for the year			-				-				-				-				572,701				-				572,701				44,530				617,231
Appropriation of statutory reserves			-				-				-				64,190				(64,190	)			-				-				-				-
Foreign currency translation loss			-				-				-				-				-				(396,362	)			(396,362	)			(561	)			(396,923	)
Balance, March 31, 2017			3,200,000			$	32,000			$	217,395			$	64,190			$	6,381,514			$	(544,852	)		$	6,150,247			$	101,797			$	6,252,044
Capital contribution			-				-				-				-				-				-				-				41,119				41,119
Net income for the year			-				-				-				-				1,144,603				-				1,144,603				58,874				1,203,477
Appropriation of statutory reserve			-				-				-				152,811				(152,811	)			-				-				-				-
Foreign currency translation gain			-				-				-				-				-				660,867				660,867				15,806				676,673
Balance, March 31, 2018			3,200,000			$	32,000			$	217,395			$	217,001			$	7,373,306			$	116,015			$	7,955,717			$	217,596			$	8,173,313
Capital contribution			-				-				-				-				-				-				-				65,168				65,168
Net income for the year			-				-				-				-				(946,183	)			-				(946,183	)			(72,344	)			(1,018,527	)
Appropriation of statutory reserve			-				-				-				5,179				(5,179	)			-				-				-				-
Foreign currency translation loss			-				-				-				-				-				(523,184	)			(523,184	)			933				(522,251	)
Balance, March 31, 2019			3,200,000			$	32,000			$	217,395			$	222,180			$	6,421,944			$	(407,169	)		$	6,486,350			$	211,353			$	6,697,703

 

*

Retrospectively restated for effect of stock split and reorganization

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5

 

 

WAH FU EDUCATION COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS 

 

		For the Year Ended March 31,
		2019				2018				2017
Cash flows from operating activities:
Net Income (loss)		$	(1,018,527	)		$	1,203,477			$	617,231
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization			131,024				121,934				118,857
Loss from disposal of property and equipment			2,502				663				4,686
Provision for doubtful accounts			444,480				142,781				26,794
Provision for investments in unconsolidated entity			76,425				-				-
Income/(loss) from investments in unconsolidated entities			-				(56,421	)			36,171
Interest income from loan to third parties			(24,586	)			(2,417	)			-
Deferred tax benefit			(106,431	)			(155,839	)			(92,025	)
Changes in operating assets and liabilities:
Accounts receivable, net			(227,286	)			(1,384,009	)			304,737
Other receivable, net			(46,538	)			32,444				(55,142	)
Other current assets			22,168				(131,782	)			33,554
Deferred offering costs			(262,587	)			(156,457	)			-
Deferred revenue			300,771				(215,789	)			306,024
Taxes payable			(130,387	)			119,604				(1,921	)
Other payable			203,917				(48,980	)			(4,224	)
Accrued expenses and other liabilities			121,745				89,144				(1,923	)
Net cash provided by (used in) operating activities			(513,310	)			(441,647	)			1,292,819
Cash flows from investing activities:
Purchase of property and equipment			(350,284	)			(556,278	)			(75,676	)
Proceeds from disposal of property and equipment			64				15				134
Proceeds from loans to third parties			446,987				241,440				148,581
Payments made for loans to third parties			(89,397	)			(995,941	)			(371,451	)
Payments made for investment in unconsolidated entities			-				-				(282,303	)
Proceeds from disposal of investment in unconsolidated entity			-				52,815				-
Net cash provide by (used in) investing activities			7,370				(1,257,949	)			(580,715	)
Cash flows from financing activities:
Changes in due to related parties			(53,444	)			310,215				-
Capital contribution by shareholders of non-controlling interest			65,168				41,119				66,861
Net cash provided by financing activities			11,724				351,334				66,861
Effect of exchange rate fluctuation on cash			(301,021	)			470,449				(349,732	)
Net increase (decrease) in cash			(795,237	)			(877,813	)			429,233
Cash at beginning of the year			4,722,955				5,600,768				5,171,535
Cash at end of the year		$	3,927,718			$	4,722,955			$	5,600,768
Supplemental cash flow information
Cash paid for income taxes		$	141,589			$	135,427			$	195,003
Non-cash investing activities
Payable for capitalized software development costs		$	-			$	25,458			$	-

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-6

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION

 

Wah Fu Education Group Limited (“Wah Fu”) was incorporated under the laws of the British Virgin Islands on July 23, 2012. Wah Fu is a holding company whose primary purpose is to develop business opportunities in the People’s Republic of China (“PRC” or “China”). Wah Fu Education Holding Limited (“Wah Fu Holding”) is a wholly-owned subsidiary of Wah Fu, which was established on May 19, 2016 in Hong Kong, China.

 

In December 2012, Wah Fu acquired 100% equity interest of Beijing Huaxia Dadi Distance Learning Services Co., Ltd. (“Distance Learning”) and its Variable Interest Entity (“VIE”), Beijing Huaxia Dadi Digital Information Technology Co., Ltd (“Digital Information”), with a consideration totaling Chinese Renminbi (“RMB”) 2,000,000 (approximately $0.3 million). Distance Learning is a Chinese nation-wide online education services provider founded on December 23, 1999. Digital Information is a technological development and operation services provider founded on September 14, 2000. Due to PRC legal restrictions on foreign ownership and investment in, among other areas, value-added telecommunications services, which include internet content providers, or ICPs, Wah Fu cannot have a direct ownership in Digital Information. As an alternative, Distance Learning entered into a series of contractual agreements with the owners of Digital Information. These agreements include an Exclusive Business Cooperation Agreement, an Equity Interest Pledge Agreement, an Exclusive Option Agreement and Powers of Attorney.

 

Pursuant to the above agreements, Distance Learning has the exclusive right to provide Digital Information consulting services related to business operations including technology and management. All the above contractual agreements obligate Distance Learning to absorb a majority of the risk of loss from Digital Information’s activities and entitle Distance Learning to receive a majority of their residual returns. In essence, Distance Learning has gained effective control over Digital Information. Therefore, the Company believes that Digital Information should be considered as VIE under the Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”. Accordingly, the accounts of Digital Information are consolidated with those of Distance Learning and ultimately are consolidated into those of Wah Fu.

 

On July 20, 2015, Wah Fu established Shanghai Xin Fu Network Technology Co., Ltd. (“Shanghai Xin Fu”), a wholly foreign-owned enterprise (the “WFOE”) under the laws of the PRC. Shanghai Xin Fu owns 100% equity interest of Shanghai Xia Shu Network Technology Co., Ltd, (“Shanghai Xia Shu”), a company formed on April 29, 2016 under the laws of PRC. On June 15, 2015, Hunan Huafu Haihui Learning Technology Co., Ltd. (“Hunan Huafu”) was incorporated in Hunan Province, China. Shanghai Xia Shu owns 75% equity interest of Hunan Huafu, and the other 25% equity interest is owned by two unrelated individual shareholders.

 

On March 8, 2017, Nanjing Suyun Education Technology Co., Ltd. (“Nanjing Suyun”) was founded in Jiangsu Province, China. Distance Learning owns 70% equity interest of Nanjing Suyun, and the other 30% equity interest is owned by an individual shareholder. On March 15, 2017, Huaxia MOOC Internet Technology Co., Ltd. (“Huaxia MOOC”) was founded in Hubei Province, China. Distance Learning owns 51% equity interest of Huaxia MOOC, and the other 49% equity interest is owned by three unrelated individual shareholders, respectively.

 

On April 25, 2017, Guizhou Huafu Qianyun Network Technology Co., Ltd. (“Guizhou Huafu”) was established in Guizhou Province, China. Distance Learning owns 51% equity interest of Guizhou Huafu, and the other 49% equity interest is owned by a third party company.

 

On May 21, 2018, Fuzhou Huafu Mingjiao Technology Co., Ltd. (“Fuzhou Huafu”) was established in Fujian Province, China. Distance Learning owns 65% equity interest of Fuzhou Huafu, and three individual shareholders own 25%, 6% and 4% equity interest of Fuzhou Huafu, respectively.

 

On June 26, 2018, Liaoning Huafu Zhongtai Learning Technology Co., Ltd. (“Liaoning Huafu”) was established in Liaoning Province, China. Digital information owns 70% equity interest of Liaoning Huafu, and a third party company and one individual shareholder own 25% and 5% equity interest of Liaoning Huafu, respectively.

 

F-7

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION (CONTINUED)

 

On September 18, 2018, Beijing Huafu Silu International Learing Technology Co., Ltd. (“Huafu Silu”) was established in Beijing, China. Shanghai Xia Shu owns 51% equity interest of Huafu Silu, and the other 49% equity interest is owned by two individual shareholders.

 

Wah Fu, its subsidiaries and its subsidiary’s consolidated VIE (collectively, the “Company”) are primarily engaged in providing online education services and technological development and operation services in China.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the financial statements of Wah Fu, its subsidiaries and its subsidiary’s VIE. All inter-company balances and transactions have been eliminated upon consolidation.

 

Company		Date of establishment		Place of establishment		Percentage of legal ownership by Wah Fu				Principal activities
Subsidiaries:
Wah Fu Holding		May 19, 2016		Hong Kong, PRC			100	%		Holding Company
Distance Learning		December 23, 1999		Mainland, PRC			100	%		Provider of online education services and technological development and operation services
Shanghai Xin Fu		July 20, 2015		Mainland, PRC			100	%		Inactive
Shanghai Xia Shu		April 29, 2016		Mainland, PRC			100	%		Inactive
Hunan Huafu		June 15, 2015		Mainland, PRC			75	%		Provider of online education services
Nanjing Suyun		March 8, 2017		Mainland, PRC			70	%		Provider of online education services
Huaxia MOOC		March 15, 2017		Mainland, PRC			51	%		Provider of online education services
Guizhou Huafu		April 25, 2017		Mainland, PRC			51	%		Provider of online education services
Fuzhou Huafu		May 21, 2018		Mainland, PRC			65	%		Provider of online education services
Liaoning Huafu		June 26, 2018		Mainland, PRC			70	%		Provider of online education services
Huafu Silu		September 18, 2018		Mainland, PRC			51	%		Provider of online education services
Variable interest entity
Digital Information		September 14, 2000		Mainland, PRC			Nil			Provider of technological development and operation service and holder of Internet Content Provider (“ICP”) License

 

F-8

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Consolidation of Variable Interest Entities

 

In accordance with accounting standards regarding consolidation of variable interest entities, VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. The VIE with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. We have determined that Distance Learning is the primary beneficiary of Digital Information’s risks and rewards.

 

The following tables set forth the assets, liabilities, results of operations and changes in cash of the VIE, Digital Information, which were included in the Company’s consolidated balance sheets, statements of comprehensive income and cash flows:

 

		As of March 31, 2019				As of March 31, 2018
Current assets		$	84,730			$	278,168
Non-current assets			600,994				628,489
Total assets			685,724				906,657
Current liabilities			182,534				171,735
Intercompany payables*			2,326,076				2,691,073
Total liabilities			2,508,610				2,862,808
Net assets		$	(1,822,886	)		$	(1,956,151	)

 

*

Intercompany payables are eliminated upon consolidation.

 

		For the Years Ended
		March 31, 2019				March 31, 2018				March 31, 2017
Revenue*		$	1,585,677			$	822,349			$	925,643
Net income (loss)		$	(36,887	)		$	(380,018	)		$	(294,905	)

 

*

Intercompany sales are eliminated upon consolidation.

 

		For the Years Ended
		March 31, 2019				March 31, 2018				March 31, 2017
Net cash provided by operating activities*		$	51,611			$	6,812			$	266,876
Net cash used in investing activities			(14,017	)			(7,384	)			(283,172	)
Effect of exchange rate fluctuation on cash			(1,039	)			1,458				(1,761	)
Net increase (decrease) in cash		$	36,555			$	886			$	(18,057	)

 

*

Intercompany operating activities are eliminated upon consolidation.

 

F-9

 

  

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Non-controlling Interests

 

U.S. GAAP requires that non-controlling interests in subsidiaries and affiliates be reported in the equity section of a company’s balance sheet. In addition, the amounts attributable to the net income of those subsidiaries are reported separately in the consolidated statements of income and comprehensive income.

 

Uses of estimates

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include the allowances for doubtful accounts, estimated useful lives and fair value in connection with the impairment of property and equipment. Actual results could differ from these estimates.

 

Cash

 

The Company considers all highly liquid investment instruments with an original maturity of three months or less from the date of purchase to be cash equivalents. As of March 31, 2019 and 2018, the Company had no cash equivalents. The Company maintains cash and cash equivalents with various financial institutions mainly in the PRC. Balances in banks in the PRC are uninsured.

 

Accounts receivable, net

 

Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for uncollectible accounts. The Company usually grants credit to customers with good credit standing with a maximum of 90 days. As China’s online education market is intensely competitive in recent years, in order to retain existing and attract new universities, educational institutions and technological service customers to capture additional market share, the Company extends more credit sales with longer credit terms to certain customers which have a well-established business relationship with the Company for more than five years, such as the B2B2C customers, Jiangxi University of Finance and Economics, Jiangxi University of Science and Technology, Xinyu University, Nanchang University and the technological service customer, Shanghai World Publishing.

 

As of March 31, 2019 and March 31, 2018, the accounts receivable derived from the B2B2C services were $0.52 million and $1.30 million respectively, and the accounts receivable derived from technological development and operation services were $1.26 million and $0.74 million respectively. There were no accounts receivable derived from the B2C services. As of March 31, 2019 and March 31, 2018, $1.24 million and $1.35 million, respectively, of accounts receivable were due from customers accounting for 10% or more of total outstanding receivables and/or 10% or more of total revenues.

 

The Company determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collections. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of income and comprehensive income. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of March 31, 2019 and 2018, the allowances for doubtful accounts were $610,816 and $274,754, respectively.

  

F-10

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Accounts receivable, net (Continued)

 

As of March 31, 2019 and 2018, accounts receivable aging more than 3 months and less than 12 months were $1,069,340 and $749,160 respectively, accounts receivable aging more than 12 months were $413,429 and $447,386, respectively.

 

Loans to third parties

 

Loans to third parties are cash advances mainly used for short-term funding to unrelated companies with which the Company has business relationships. to maintain and develop a good business relationship with these unrelated companies and also earn interest income with relatively low risk, the Company provided loans to them when they had temporary working capital needs. The interest rate of these loans was 6% per annum. Loans to third parties are reviewed periodically as to whether their carrying values remain realizable.

 

Property and equipment, net

 

Property and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is provided on a straight-line basis, less estimated residual value, over an asset’s estimated useful life. Following are the estimated useful lives of the Company’s property and equipment:

 

		Estimated useful lives
Buildings		20 years
Electronic equipment		4 - 5 years
Office equipment and furniture		4 - 5 years
Motor vehicles		4 - 5 years
Software		5 years
Leasehold improvements		The shorter of the lease term and useful life

 

Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statements of income and comprehensive income in other income or expenses.

 

Capitalized software development costs

 

The Company capitalizes the costs incurred during the application development stage, which include direct costs mainly consisting of payroll and payroll related taxes and benefits. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon the completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable that the expenditures will result in additional features and functionality. Maintenance costs are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, generally five years.

 

F-11

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Impairment of long-lived assets

 

The Company assesses its long-lived assets such as property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Factors which may indicate potential impairment include a significant underperformance related to the historical or projected future operating results or a significant negative industry or economic trend. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property and equipment and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds their fair value. The Company did not record any impairment loss on its long-lived assets during the years ended March 31, 2019, 2018 and 2017.

 

Investments in unconsolidated entities

 

The Company’s investments in unconsolidated entities consist of equity method investments and equity investments without readily determinable fair value.

 

Prior to adopting ASC Topic 321, Investments Equity Securities (“ASC 321”) on April 1, 2018, the Company carried at cost its investments in investees that do not have readily determinable fair value and over which the Company does not have significant influence, in accordance with ASC Subtopic 325-20, “Investments-Other: Cost Method Investments.” Upon the adoption of ASC 321, the Company elected to use the measurement alternative to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. There was no effect on the Company’s consolidated financial statements subsequent to the adoption of ASC 321.

 

For an investee over which the Company has the ability to exercise significant influence, but does not own a controlling interest, the Company accounted for that investment using the equity method. Significant influence is generally considered to exist when the Company has an ownership interest in the voting stock of the investee between 20% and 50%. Other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate.

 

An impairment charge is recorded if the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than temporary. The Company recorded impairment loss of $76,425, Nil and Nil on its equity method investments during the years ended March 31, 2019, 2018 and 2017.

 

F-12

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue recognition

 

The Company previously recognized revenue when the following four criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the service has been rendered, (iii) the fees are fixed or determinable, and (iv) collectability is reasonably assured.

 

Beginning April 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (FASB ASC Topic 606) (“ASC 606”) using the modified retrospective method under which cumulative effects are recognized at the date of the initial application of ASC 606. With the adoption of ASC 606, revenue is recognized when all of the following five steps are met: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; (v) recognize revenue when (or as) each performance obligation is satisfied. The Company believes that its current revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASC 606. Based on the Company’s assessment, potential adjustments to input measures are not expected to be pervasive to the majority of its contracts. As such, the Company has concluded that the adoption of this new guidance will not result in a material cumulative catch-up adjustment to the opening balance sheet or retained earnings at the effective date or any other material impact on its consolidated financial statements.

 

Online education service

 

The online education services provided by the Company to its customers are an integrated service, including audio-video course content, mock examinations and online chat rooms during the subscription service period. Audio-video course content, mock examinations and online chat rooms are not practical to be sold on standalone basis and have never been sold separately. Therefore, the Company’s contracts have a single performance obligation for an integrated service and the transaction price is stated in the contracts, usually as a price per student or course. Quantity of students enrolled or courses provided is determined before rendering service. The Company typically satisfies its performance obligations in contracts with customers upon render of the services. For examination service, the revenue is recognized at a point in time when customer/student completes the examination on the platform. At this point in time, customer/student is able to direct use of and obtain substantially all of the benefits from the online education platform at the time the services are delivered. Except examination service, all other revenues for the online education service are recognized on a straight line basis over the subscription period from the month in which students enroll in the courses to the month in which the subscriptions expire. The subscription period for a majority of the online education services is six months or less. Customer/student can access to the courses.anytime during the subscription period. The online education services include online education cloud services (“B2B2C”), which are provided through educational institutions to individual students, and online training services (“B2C”), which are provided to students directly. B2C services can be cancelled and is refundable no later than 24 hours after enrollment. B2B2C services cannot be cancelled and is not refundable after enrollment. All estimates are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimates are made. Returns and allowances are not a significant aspect of the revenue recognition process as historically they have been immaterial.

 

Technological development and operation service

 

Revenues from technological development service, including information technology system design and cloud platform development, are recognized when the system or platform are delivered and accepted by the customers. , normally within a year. Upon delivery of services, project completion inspection and customer acceptance notice are required as proof of the completion of performance obligations, which is a confirmation of customer to its ability to direct the use of and obtain substantially all of the benefits from, the design and development service. In instances where substantive completion inspection and customer acceptance provisions are specified in contracts, revenues are deferred until all inspection and acceptance criteria have been met.

 

From time to time, the Company enters into arrangement to provide technological support and maintenance service of online platforms to its customers. the Company’s efforts are expended evenly throughout the service period. The revenues for the technological support and maintenance service are recognized over the support and maintenance services period., usually from 3 months to one year. The Company’s contracts have a single performance obligation and are primarily on a fixed-price basis. No significant returns, refund and other similar obligations during each reporting period.

 

The core principle underlying the revenue recognition ASU is that the Company will recognize revenue to represent the transfer of services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when services are provided to a customer.

 

F-13

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue recognition (Continued)

 

The following table summarizes disaggregated revenue from contracts with customers by timing of revenue recognition:

 

		For the Year Ended
		March 31, 2019				March 31, 2018				March 31, 2017
Services transferred at a point in time
Revenue from Online Education Services		$	126,665			$	786,876			$	645,362
Revenue from Technological Development and Operation Services			943,686				413,457				234,972
Services transferred over time
Revenue from Online Education Services			4,058,931				4,235,209				4,087,481
Revenue from Technological Development and Operation Services			228,741				532,354				204,873
Total		$	5,358,023			$	5,967,896			$	5,172,688

 

The Company’s accounts receivable consist primarily of receivables related to providing online education services to enrolled students, and contract receivable associated with providing technological development and operation services to education institutions, in which the Company’s contracted performance obligations have been satisfied, amount billed and the Company has an unconditional right to payment. Payment terms and conditions vary by contract types. For most of B2B2C contracts and technical development and operation service contracts, payment is due from customers within 30 days of the invoice date, and the contracts do not have significant financing components. The Company’s revenue is recognized when control of the promised services is rendered over the service period and the payment from customers is not contingent on a future event, and the Company’s right to consideration in exchange for services that the Company has transferred to a customer is only conditioned on the passage of time. Therefore, the Company does not have any contract assets. The Company also does not have significant capitalized commissions or other costs as of March 31, 2019 and 2018.

 

The Company’s contract liability, which is reflected in its consolidated balance sheets as deferred revenue, represents the Company’s unsatisfied performance obligations as of March 31, 2019 and 2018. This is primarily composed of revenue for online course tuition received in advance from B2C services and some services in B2B2C such as adult higher education. If a course is provided over a period end, deferred revenue is recorded for the revenue related to the course conducted in the next period. Normally, the deferred revenue is recognized as revenue within 6 months.

 

The opening and closing balances of the Company’s deferred revenue are as follows:

 

		As of				As of
		March 31, 2019				March 31, 2018
Beginning balance		$	341,436			$	322,330
Ending balance			620,332				341,436
Increase		$	278,896			$	19,106

 

The amounts of revenue recognized in the year ended March 31, 2019 and 2018 that were included in the opening deferred revenue were $341,436 and $322,330. The balance of deferred revenue increased from $341,436 as of March 31, 2018 to $620,332 as of March 31, 2019 due to the increased receipt of online course tuition in fiscal 2019. Such revenue consists primarily of revenues from online education services.

  

F-14

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Income taxes

 

The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

 

Deferred tax assets and liabilities are measured using enacted tax rates 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 including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company does not believe that there was any uncertain tax position at March 31, 2019 and 2018.

 

Value added tax (“VAT”)

 

Sales revenue derived from the invoiced online education service, and technological development and operation service is subject to VAT since 2014. Prior to that, the Company was subject to a fixed rate of business tax of 3%. The applicable VAT rates are 6% and 3% for the entities that are general taxpayer and small-scale taxpayer, respectively. Distance Learning and Digital Information are both considered VAT general taxpayers since June 2015. Hunan Huafu became to a VAT general taxpayer since August 2018. Shanghai Xia Shu, Shanghai Xin Fu, Nanjing Suyun, Guizhou Huafu, Fuzhou Huafu , Liaoning Huafu and Hufu Silu are VAT small-scale taxpayers since the date of incorporation.

 

Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in the line item of taxes payable on the consolidated balance sheets. All of the VAT returns of the Company have been and remain subject to examination by the tax authorities for five years from the date of filing.

 

Foreign currency translation

 

Since the Company operates in the PRC, the Company’s functional currency is the Chinese RMB. The Company’s consolidated financial statements have been translated into the reporting currency, the United States Dollar (“USD”). Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at historical rates. Income and expense accounts are translated at the average rate of exchange during the reporting period. The resulting translation adjustments are reported under other comprehensive income (loss). Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the result of operations. RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.

 

F-15

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Earnings (loss) per share

 

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Comprehensive income (loss)

 

Comprehensive income (loss) consists of two components, net income and other comprehensive income (loss). The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to USD is reported in other comprehensive income (loss) in the consolidated statements of operations and comprehensive income (loss).

 

Fair value of financial instruments

 

The Company follows the provisions of FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The carrying amounts reported in the balance sheets for cash, accounts receivable, other receivables, loans to third parties, other current assets, deferred revenue, taxes payable, accrued and other liabilities approximate their fair value based on the short-term maturity of these instruments.

 

Risks and uncertainties

 

The operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among other factors, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC, and by changes in governmental policies or interpretations with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations, this may not be indicative of future results.

  

F-16

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Concentrations and credit risk

 

Credit risk

 

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of March 31, 2019 and 2018, $3,921,925 and $4,718,261 of the Company’s cash were on deposits at financial institutions in China where there currently is no rule or regulation requiring such financial institutions to maintain insurance to cover bank deposits in the event of bank failure. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

 

Accounts receivable are typically unsecured and derived from revenue earned from customers, thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances.

 

Customer and supplier concentration risk

 

The Company’s revenues are derived from enrolled students or institutions that are located primarily in China. For the year ended March 31, 2019, two customers accounted for approximately 16% and 13% of the Company’s total revenue, respectively. For the year ended March 31, 2018, one institutional customer from online education service segment accounted for approximately 10% of the Company’s total revenue. For the year ended March 31, 2017, one institutional customer from online education service segment accounted for approximately 13% of the Company’s total revenue.

 

As of March 31, 2019, one institutional customer accounted for 70% of the total outstanding accounts receivable balance. As of March 31, 2018, five institutional customers accounted for 21%, 12%, 12%, 11% and 10% of the total outstanding accounts receivable balance, respectively.

 

For the years ended March 31, 2019 and 2018, no suppliers accounted for more than 10% of total purchases. For the year ended March 31, 2017, the Company made approximately 41% of total purchases from one major supplier. As of March 31, 2019 and 2018, no suppliers accounted for more than 10% of total advance payments outstanding.

 

A loss of either of these customers or suppliers could adversely affect the operating results or cash flows of the Company.

 

Statements of cash flows

 

In accordance with FASB ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the Company’s statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

 

Reclassification

 

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the results of operations and cash flows.

 

F-17

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recent accounting pronouncements

 

In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260)”, Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company expects that the adoption of this ASU would not have a material impact on its financial statements.

 

In February 2018, the FASB issued ASU 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220)”. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this update also require certain disclosures about stranded tax effects. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted, including interim periods within those years. The Company does not expect that the adoption of this ASU will have a material impact on its consolidated financial statements.

 

F-18

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recent accounting pronouncements (Continued)

 

In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” which clarifies how to apply certain aspects of the new leases standard. This ASU addresses the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. This ASU has the same effective date and transition requirements as the new leases standard, which is effective for annual periods beginning after December 15, 2018. The Company does not expect that the adoption of this ASU will have a material impact on its consolidated financial statements.

 

In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” which provides a new transition method and a practical expedient for separating components of a contract. This ASU is intended to reduce costs and ease the implementation of the new leasing standard for financial statement preparers. The effective date and transition requirements for the amendments related to separating components of a contract are the same as the effective date and transition requirements set forth in ASU 2016-02. The Company does not expect that the adoption of this ASU will have a material impact on its consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” to improve the effectiveness of disclosures in the notes to financial statements related to recurring or nonrecurring fair value measurements by removing amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, policies for timing of transfers between different levels for fair value measurements, and the valuation processes for Level 3 fair value measurements. The new standard requires disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company does not expect that the adoption of this ASU will have a material impact on its consolidated financial statements.

 

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.

 

NOTE 3 – ACCOUNTS RECEIVABLE, NET

 

Accounts receivable consisted of the following:

 

		As of March 31, 2019				As of March 31, 2018
Accounts receivable		$	2,392,176			$	2,313,226
Less: allowance for doubtful accounts			(610,816	)			(274,754	)
Total accounts receivable, net		$	1,781,360			$	2,038,472

 

Provisions for doubtful accounts was $353,657, $142,781 and $26,794 for the years ended March 31, 2019, 2018 and 2017, respectively.

 

NOTE 4 – DEFERRD OFFERING COSTS

 

Deferred offering costs consisted principally of legal, underwriting and registration costs in connection with the Initial Public Offering (the “IPO”) of the Company’s ordinary shares. As of March 31, 2019 and 2018, the Company capitalized $417,100 and $165,081 of deferred offering costs. Such costs were deferred until the closing of the IPO in April 2019, at which time the deferred costs was offset against the offering proceeds.

 

F-19

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net consisted of the following:

 

		As of March 31, 2019				As of March 31, 2018
Buildings		$	463,464			$	488,652
Electronic equipment			236,973				264,692
Office equipment and furniture			260,537				256,992
Motor vehicles			159,842				153,600
Software			313,325				29,760
Leasehold improvements			83,295				89,003
Subtotal			1,517,436				1,282,699
Less: accumulated depreciation			(648,634	)			(585,922	)
Property and equipment, net		$	868,802			$	696,777

 

Depreciation and amortization expense was $131,024, $121,934 and $118,857 for the years ended March 31, 2019, 2018 and 2017, respectively.

 

NOTE 6 – INVESTMENTS IN UNCONSOLIDATED ENTITIES

 

The Company’s investments in unconsolidated entities consisted of the following:

 

		As of				As of
		March 31,				March 31,
		2019				2018
Equity investments without readily determinable fair value:
Beijing Tianyuebowen Science and Technology Co., Ltd. (a)		$	134,107			$	143,296
Zhongtai International Education Technology (Beijing) Co., Ltd. (b)			149,007				159,218
Equity method investment:
Nanjing Weiyouxue Information Technology Co., Ltd. (c)			76,337				81,669
Impairment of investments in unconsolidated entities							-
Nanjing Weiyouxue Information Technology Co., Ltd. (c)			(76,337	)			-
Total		$	358,993			$	384,183

 

(a)

On June 2, 2016, the Company invested RMB 0.9 million (approximately $0.13 million as of March 31, 2019) in exchange for 10% equity interest of Tianyuebowen through its related party, Beijing Haohua Haofu Investment Co., Ltd. (“Haohua Haofu”). Haohua Haofu signed the investment agreement on behalf of Digital Information and transferred 10% ownership of Tianyuebowen to the Company subsequently. RMB 0.9 million was paid in full by the Company in June 2016.

 

(b)

On August 15, 2016, the Company invested RMB 1.0 million (approximately $0.15 million as of March 31, 2019) in exchange for 15% equity interest of Zhongtai International Education Technology (Beijing) Co., Ltd. (“Zhongtai”) through Haohua Haofu. Haohua Haofu signed the investment agreement on behalf of Digital Information and transferred the 15% ownership of Zhongtai to the Company subsequently. RMB 1.0 million was paid in full by the Company in August 2016.

 

F-20

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 6 – INVESTMENTS IN UNCONSOLIDATED ENTITIES (CONTINUED)

 

(c)

On July 3, 2014, Digital Information entered into an equity investment agreement to acquire 49% of the equity interest of Nanjing Wei You Xue Information Technology Co., Ltd. (“Wei You Xue”), with an aggregate consideration of RMB 1,862,000 (approximately $0.30 million as of March 31, 2019). The Company uses the equity method to account for the investment, because the Company has the ability to exercise significant influence but does not have control over the investee. Wei You Xue qualified as a related party thereafter. For the continual losses of Wei You Xue, the company believes the probability of recovering the investment in Wei You Xue is low. Therefor the balance of $ 76,337 investment in Wei You Xue is fully impaired in fiscal year 2019.

 

NOTE 7 – DUE TO RELATED PARTIES

 

As of March 31, 2019 and March 31, 2018, the Company had related parties payables of $252,874 and $327,314, respectively, mainly due to the principal shareholders of the Company who lent funds for the Company’s operations. The payables are unsecured, non-interest bearing and due on demand.

 

		As of March 31, 2019				As of March 31, 2018
Due to shareholders		$	245,006			$	318,455
Due to key management personnel			7,868				8,859
Total		$	252,874			$	327,314

 

NOTE 8 – TAXES

 

Corporate Income Taxes (“CIT”)

 

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.

 

Wah Fu is an offshore holding company and is not subject to tax on income or capital gains under the laws of the British Virgin Islands.

 

Wah Fu Holding was incorporated in Hong Kong and is subject to Hong Kong corporate income tax at a rate of 16.5% on the estimated assessable profits arising from Hong Kong.

 

Distance Learning was registered in the PRC and is subject to corporate income tax at a reduced rate of 15% starting from 2014, when it was approved by local government as a High-technology Company. The certificate of High-technology Company will expire in December 2020.

 

Hunan Huafu, Shanghai Xia Shu, Shanghai Xin Fu, Nanjing Suyun, Guizhou Huafu, Fuzhou Huafu , Laoning Huafu and Huafu Silu were registered in the PRC and are subject to corporate income tax at a reduced rate of 10% starting from the inception dates when they were approved by local government as small-scaled minimal profit enterprises.

 

Digital Information was registered in the PRC and is subject to corporate income tax at the rate of 25%.

 

F-21

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 8 – TAXES (CONTINUED)

 

Corporate Income Taxes (“CIT”) (Continued)

 

The estimated tax savings as a result of the Company’s preferential tax rates for the years ended March 31, 2019, 2018 and 2017 amounted to $123,306, $198,106 and $74,844, respectively. Per share effect of the tax savings were $0.04, $0.06 and $0.02 for the years ended March 31, 2019, 2018 and 2017, respectively.

 

(i) The components of the income tax benefit are as follows:

 

		For the Year Ended
		March 31, 2019				March 31, 2018				March 31, 2017
Current income tax provision		$	9,627			$	247,862			$	197,977
Deferred income tax benefit			(106,431	)			(155,839	)			(92,025	)
Total		$	(96,804	)		$	92,023			$	105,952

 

(ii) The following table summarizes deferred tax assets resulting from differences between the financial reporting basis and tax basis of assets and liabilities:

 

		As of March 31, 2019				As of March 31, 2018
Allowance for doubtful accounts		$	129,742			$	42,207
Deferred revenue			83,876				44,149
Net operating loss carry-forwards			402,876				233,918
Total deferred tax asset			616,494				320,274
Valuation allowance			(213,028	)			(2,892	)
Deferred tax assets, net		$	403,466			$	317,382

 

According to Chinese tax regulations, net operating loss (“NOL”) can be carried forward to offset operating income for five years. A valuation allowance is established for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits, or that the realization of future deductions is uncertain. Management performs an assessment over future taxable income to analyze whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As of March 31, 2019 and March 31, 2018, valuation allowance accrued for deferred tax assets was $213,028 and $2,892, respectively.

 

 

F-22

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 8 – TAXES (CONTINUED)

 

Corporate Income Taxes (“CIT”) (Continued)

 

(iii) The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the years ended March 31, 2019, 2018 and 2017:

 

		For the Years Ended
		March 31, 2019				March 31, 2018				March 31, 2017
Statutory PRC income tax rate			25	%			25.0	%			25.0	%
Favorable tax rate impact (a)			(11.1	)%			(15.3	)%			(10.3	)%
Permanent difference			(1.6	)%			(2.8	)%			-
Change in valuation allowance			(3.6	)%			0.2	%			-
Effective tax rate			8.7	%			7.1	%			14.7	%

 

(a)

Distance Learning is subject to a favorable tax rate of 15%; Shanghai Xia Shu, Shanghai Xin Fu, Hunan Huafu, Nanjing Suyun, Guizhou Huafu, Fuzhou Huafu, Liaoning Huafu and Huafu Silu are subject to a favorable tax rate of 10%.

 

Taxes payable

 

Taxes payable consisted of the following:

 

		As of March 31, 2019				As of March 31, 2018
Income tax payable		$	285,821			$	444,064
Value added tax payable			24,584				11,819
Other taxes payable			8,279				23,973
Total		$	318,685			$	479,856

 

NOTE 9 – EQUITY

 

Ordinary shares

 

When the Company was incorporated in British Virgin Islands on July 23, 2012, 50,000 ordinary shares were authorized and issued to the shareholders at a par value of $1.00 each. The 50,000 shares were allocated to previous capital contributions by the shareholders.

 

On March 15, 2018, the Board of Directors adopted a consent resolution to effectuate a forward stock split to sub-divide the original 50,000 issued ordinary shares of a nominal or par value of US$1 in the capital of the Company into 5,000,000 ordinary shares of a nominal or par value of US$0.01. Following such stock split, the Board of Directors on Mach 16, 2018, approved an increase of the authorized ordinary shares to 30,000,000 shares. On March 20, 2018, the Board of Directors adopted another consent resolution to decrease the issued and outstanding ordinary shares to 3,200,000, by way of share surrender by then existing shareholders on a pro rata basis and related cancelation. All the existing shareholders and directors of the Company consider the stock split of original 50,000 ordinary shares on March 15, 2018 and the subsequent reorganization of shares by way of share surrender on March 20, 2018 as part of the company’s recapitalization to result in 3,200,000 ordinary shares issued and outstanding prior to completion of its initial public offering. The Company has retroactively restated all shares and per share data for all the periods presented pursuant to ASC 260. As a result, the Company had 30,000,000 authorized ordinary shares, $0.01 par value per share, of which 3,200,000 were issued and outstanding as of March 31, 2019 and 2018.

 

F-23

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 9 – EQUITY (CONTINUED)

 

Statutory reserves

 

The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the surplus reserve are made at the discretion of the Board of Directors. As of March 31, 2019 and 2018, the balance of statutory reserves was $222,180 and $217,001, respectively.

 

Non-controlling interest

 

On May 10, 2018, Fuzhou Huafu was incorporated under the law of PRC, of which Distance Learning owns 65% of ownership interest, and three individuals own 35% of ownership interest. One individual shareholder made RMB 75,000 (approximately $10,976) capital contribution in August 2018.

 

On September 28, 2018, Huaxia MOOC increased its subscription capital from RMB 5 million to RMB 6.25 million. In October 2018, one non- controlling shareholder made cash contribution of RMB 375,000 (approximately $54,192).

 

NOTE 10 – COMMITMENTS

 

Operating lease commitments

 

The Company’s leases mainly include office buildings. These leases had an average remaining lease term of approximately two years as of March 31, 2019. Rental expense charged to operations under operating leases in the years ended March 31, 2019, 2018 and 2017 amounted to $149,137, $104,879 and $90,378, respectively.

 

Future minimum lease obligations for operating leases with initial terms in excess of one year at March 31, 2019 are as follows:

 

Twelve months ended March 31, 2019

 

2020		$	135,182
2021			98,863
2022			8,195
Total		$	242,240

 

NOTE 11 – SEGMENT REPORTING

 

ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different products. Based on management’s assessment, the Company has determined that it has two operating segments: online education services, and technological development and operation service. Our online education segment consists of two types of online services: Online Education Cloud Service (“B2B2C”) and Online Training Service (“B2C”).

 

F-24

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11 – SEGMENT REPORTING (CONTINUED)

 

The following tables present summary information by segment for the years ended March 31, 2019, 2018 and 2017, respectively: 

 

		For the Year Ended
		March 31, 2019				March 31, 2018				March 31, 2017
Revenue from Online Education Service
Revenue from B2B2C Service		$	3,540,536			$	4,467,605			$	4,450,795
Revenue from B2C Service			645,060				554,480				282,048
Revenue from Technological Development and Operation Service			1,172,427				945,811				439,845
Total		$	5,358,023			$	5,967,896			$	5,172,688

 

All the Company’s revenue was generated from its business operation in China.

 

		For the Year Ended March 31, 2019
		Online Education Service				Technological Development and Operation Service				Total
Revenue		$	4,185,596			$	1,172,427			$	5,358,023
Cost of revenue and related tax			2,418,522				435,857				2,854,379
Gross profit		$	1,767,074			$	736,570			$	2,503,644
Depreciation and amortization		$	123,293			$	7,731			$	131,024
Total capital expenditures		$	50,815			$	14,017			$	64,832

 

		For the Year Ended March 31, 2018
		Online Education Service				Technological Development and Operation Service				Total
Revenue		$	5,022,085			$	945,811			$	5,967,896
Cost of revenue and related tax			1,811,117				418,379				2,229,496
Gross profit		$	3,210,968			$	527,432			$	3,738,400
Depreciation and amortization		$	101,679			$	20,255			$	121,934
Total capital expenditures		$	546,131			$	7,399			$	553,530

 

F-25

 

 

WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11 – SEGMENT REPORTING (CONTINUED)

 

		For the Year Ended March 31, 2017
		Online Education Service				Technological Development and Operation Service				Total
Revenue		$	4,732,843			$	439,845			$	5,172,688
Cost of revenue and related tax			1,953,520				197,879				2,151,399
Gross profit		$	2,779,323			$	241,966			$	3,021,289
Depreciation and amortization		$	90,278			$	28,579			$	118,857
Total capital expenditures		$	74,807			$	869			$	75,676

 

		As of March 31, 2019				As of March 31, 2018
Total assets:
Online Education Service		$	7,796,930			$	8,701,048
Technological Development and Operation Service			685,724				906,656
Total Assets		$	8,842,654			$	9,607,704

 

NOTE 12 – SUBSEQUENT EVENTS

 

On April 29, 2019, the Company announced the closing of its initial public offering of 1,181,033 ordinary shares at a public offering price of $5.00 per share, for total gross proceeds of approximately $5.9 million before deducting underwriting discounts, commissions and other related expenses. The shares began trading on the NASDAQ Capital Market on Tuesday, April 30, 2019 under the ticker symbol “WAFU”.

 

 

F-26