RAYONT INC. - Quarter Report: 2023 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2023

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

For the transition period from __

________ to _________

SEC File No. 000-56020

RAYONT INC.

(Exact name of registrant as specified in its charter)

228 Hamilton Avenue, 3rd Floor, Palo Alto,

California, 94301

(Address of principal executive offices)

Issuer’s telephone number: 1 (855) 801-9792

(Former name, former address and telephone number, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

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

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

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

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

As of May 15, 2023, there were 50,163,797 shares issued and outstanding of the registrant’s common stock.

TABLE OF CONTENTS

RAYONT INC. AND SUBSIDIARY

Unaudited Consolidated Financial Statements

For the NINE AND three months ended MARCH 31, 2023 and 2022

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

RAYONT INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

RAYONT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / (LOSS)

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

RAYONT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(NOT REVIEWED)

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

RAYONT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

RAYONT INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION

Rayont Inc. (formerly Velt International Group Inc., or “Rayont” or the “Company”) is a Nevada corporation formed on February 7, 2011. Rayont uses scientific tools such as DNA, microbiome, iridology and other tests to diagnose and personalize the prescription of natural complementary medicine products, services and treatments to our patients in the markets we operate.

Given the acquisition of THF Holdings Pty Ltd and Rayont International (Labuan) Inc as well as the cancer treatment assets that the Company has invested on, Rayont has been focusing on commercializing these investments. The commercialization of the current assets for cancer treatment requires medical board approval for almost all of the countries subject to the license. Rayont has conducted the initial study to identify the requirements for obtaining the approvals for using PDT to treat cancer across different jurisdictions in Sub-Saharan Africa (“SSA”). The same PDT technology has been licensed in China, Australia and New Zealand. It is currently undergoing medical trials in Australia and China. The recent announcements show positive results that the technology works. The Company believes that it will take time before it can start commercializing these assets and start to generate revenues and operating profits. THF Holdings Pty Ltd has subsequently changed name to Rayont (Australia) Pty Ltd.

On August 26, 2020, the Company established Rayont Technologies Pty Ltd. (Rayont Technologies) through Rayont Australia. Rayont Technologies is an Australian corporation and IOT providing services such as end-to-end employee engagement and experience platform for businesses in Australia and globally.

Rayont Technologies Pty Ltd entered an agreement on October 15, 2020 with Ms. Kayla Ranee Smith to purchase the assets of Workstar Tech (Aust) Pty Ltd for AUD 302,876.22 payable over 90 days upon Ms Smith transfers the assets to Rayont Technologies Pty Ltd. Rayont Technologies Pty Ltd was sold in January 31, 2022.

On December 23, 2020, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of Prema Life Pty Ltd, an Australian company (“Prema Life”), from TheAlikasa (Australia) Pty Ltd, Prema Life’s sole shareholder. The acquisition of Prema Life was completed, and Prema Life became a subsidiary of the Company. Prema Life is a HACCP certified manufacturer and supplier of functional foods and supplements, and of practitioner only naturopathic and homeopathic medicines. Prema Life produces an extensive range of products including proteins, green blends, sports nutrition, weight management and maintenance, and health and wellness products. In addition, the acquisition was accounted for business combination under common control. The method of accounting for such transfers, as well as the acquisition of businesses, was similar to the pooling of interest’s method of accounting. Under this method, the carrying amount of net assets recognized in the balance sheets of each combining entity are carried forward to the balance sheet of the combined entity. The amount by which the proceeds paid by the Company differs from Prema Life’s historical carrying value of the acquired business is accounted for as a return of capital or contribution of capital. In addition, transfers of net assets between entities under common control were accounted for as if the transfer occurred from the date that the Company and the acquired business were both under the common control and had begun operations. Prema Life Pty Ltd was sold on September 1, 2022.

On December 23, 2020, pursuant to an Acquisition Agreement, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of GGLG Properties Pty LTD, an Australian company (“GGLG”), from TheAlikasa (Australia) Pty Ltd, GGLG’s sole shareholder (the “Seller”). The Seller is an affiliate of the Company and therefore the acquisition is being treated as a related party transaction. In addition, the acquisition was accounted for business combination under common control. The method of accounting for such transfers, as well as the acquisition of businesses, was similar to the pooling of interest’s method of accounting. Under this method, the carrying amount of net assets recognized in the balance sheets of each combining entity are carried forward to the balance sheet of the combined entity. The amount by which the proceeds paid by the Company differs from GGLG ‘s historical carrying value of the acquired business is accounted for as a return of capital or contribution of capital. In addition, transfers of net assets between entities under common control were accounted for as if the transfer occurred from the date that the Company and the acquired business were both under the common control and had begun operations. The purchase price is $605,920, which is a 10% discount of the total amount of GGLG’s net tangible assets. The purchase price will be paid in six installments after a $265,300 down payment. In the event an installment payment is not paid timely, the Seller has agreed to accept shares of the Company valued at $0.87 per share. The price per share is based on a 20% discount of the average share price on the OTC Markets over the last 30 trading days.

On February 18, 2021 the Foreign Investment Review Board approved the capital stock transferring of GGLG Properties Pty Ltd to the Rayont Australia Pty Ltd. On March 9, 2021, the parties agreed to amend the acquisition agreements for the GGLG Properties Pty Ltd and as per Board Resolution, the Company issued 710,713 shares of its common stocks in leu of payment by Rayont Australia Pty Ltd of approximately $605,920 (AUD 800,000) to TheAlikasa Pty Ltd as full and final payment for the acquisition of 100% of the issued and outstanding common stock of GGLG. This company was sold on September 1, 2022.

On December 29, 2020, the Company incorporated Rayont Malaysia Sdn Bhd with a paid-up capital of $25 and on December 31, 2020 was incorporated Rayont Technologies (M) Sdn Bhd with a paid-up capital of $25 from Rayont Malaysia Sdn Bhd to carry out its business activities in Malaysia. On February 5, 2021 Rayont Technologies (M) Pty Ltd entered into an Asset Purchase Agreement with Sage Interactive Sdn Bhd to purchase its assets in consideration of the payment of USD 105,000.00. These assets include software for remote learning, customer contracts, digital content and two key employees and one director. These assets will operate in Malaysia under Workstar trademark and operation shall be integrated with Rayont Technologies Australia to drive efficiency and scale of digital assets operations. Rayont Technologies (M) Sdn Bhd was sold in January 31, 2022.

On April 1, 2022 under the agreement Rayont Inc., through its wholly owned subsidiary No More Knots Holdings Pty Ltd, acquired 100% of the total outstanding shares and units of No More Knots Pty Ltd, No More Knots (Taringa) Pty Ltd and No More Knots (Newmarket) Pty Ltd in exchange for AUD3,000,000 (approximately USD 2,247,865) cash, payable in two tranches. The first trench of USD1,910,685 (AUD2,550,000) is paid on May 4, 2022 and the second tranche of USD337,180 (AUD450,000) is payable before or on January 31, 2023 if three conditions are met namely;

1. Achievement of EBIDTA of USD500,000 (AUD700,000) by June 30, 2022.

2. Former owner remain and transition the business until December 31, 2022.

3. Complete the opening of new branch by December 31,2022.

As of June 30, 2022 the business failed to meet the first condition so the amount of the USD110,000 (AUD150,000) has been deducted from the purchase price. The remaining conditions have been met by the vendor and as of December 31,2022 is unconditional and it has been agreed to be paid on 31 January 2023. The parties have agreed that final settlement payment will be made on July 31, 2023.

No More Knots is home to over 45 tertiary qualified therapists who specialize in Remedial Massage and Myotherapy

As of this filing date, the Company has not completed and file its Form 8K as required by the SEC rules and regulations. The Company is in the process of completing all necessary documentation for the Form 8K filling in due time. The Staff of the SEC has requested a time line for filing of Form 8-K/A and the Company has committed to file it on or before July 5, 2023.

On May 14, 2022 Wonderfoods Retail Pty Ltd, a wholly owned subsidiary of Rayont (Australia) Pty Ltd, entered into an agreement with Jovestone Pty Ltd to purchase the business of Go Vita at Capalaba in consideration for USD6,918 (AUD10,000) and existing stock value at USD64,337 (AUD93,000) payable in three instalments. The total payment for the purchase of the business completed on August 17, 2022.

On June 29, 2022 Rayont (Australia) Pty Ltd (“Asset Seller”), Rayont International (L) Limited (“License Seller”) and Nova Medical Group Pty Ltd (“Buyer”) signed the Asset Sale Agreement for sale of Next Generation Photo Dynamic Therapy (NGPDT) License for Sub-Sahara Africa and its equipment for a consideration of USD3,500,000 where the consideration is split as follows:

● License for Sub-Sahara Africa – USD 2,500,000

● Equipment – USD 1,000,000

On July 1, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary No More Knots (Ipswich) Pty Ltd, acquired the business of the Ipswich Massage from buyer OneDose Pty Ltd, in exchange for AUD825,000 (approximately USD600,000). Rayont will pay the purchase price in four instalments. As of today, it is remaining the last instalment that is due on July 5, 2023 in the amount of AUD51,000 (USD). The Company assesses this business acquisition and accounts for this transaction under ASC805 “Business Combination”. The fair value of the business acquired is considered provisional and subject to adjustment as additional information may obtain through the measurement period.

On August 22, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary Rayont Australia Pty Ltd, acquired 100% of the total outstanding shares and units of The SkinDNA Company Pty Ltd, in exchange for AUD750,000 (approximately USD500,000). Rayont paid by issuing 1,524,044 of its shares to the shareholder of record of The Skin DNA Company Pty Ltd. The Corporation’s common stock was valued at USD0.34 per share on the OTC Markets on August 22, 2022.

On November 25, 2022, the Company received a termination request from the former shareholders of The SkinDNA Company Pty Ltd. Both parties are discussing ways how to resolve the concerns each party has through informal mediation.

On September 1, 2022, Rayont Inc., through its wholly owned subsidiary No More Knots Holdings Pty Ltd incorporated Biomimic Pty Ltd for the amount of $70. No More Knots Holdings Pty Ltd has subsequently changed name to Rayont Holdings Pty Ltd

On September 1, 2022, Rayont Inc., through its wholly owned subsidiary No More Knots Holdings Pty Ltd incorporated Health Script Pty Ltd for the amount of $70. No More Knots Holdings Pty Ltd has subsequently changed name to Rayont Holdings Pty Ltd

On September 1, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary Health Script Pty Ltd, acquired the assets from Tugun Compounding Pty Ltd, in exchange for AUD665,000 (approximately USD450,870). The sum of USD265,520 (AUD390,000) is made as “the Cash Payment” and USD 185,350 (AUD275,000) is paid by issuing 545,147 shares at $0.34 per share of Rayont Inc to the shareholder of record of Tugun Compounding Pty Ltd.

The Company is in the midst of assessing this acquisition whether should be accounted for as an acquisition of business or a group of assets under ASC805 “Business Combination”.

On September 1, 2022, under the agreement Rayont Inc., sold 100% of the total outstanding shares and units of Rayont (Australia) Pty Ltd, Prema Life Pty Ltd and Rayont Properties Pty Ltd ATF Rayont Property Trust, in exchange for AUD4,944,225 (approximately USD3,352,185) to the buyer Exit Properties Pty Ltd.

On September 3, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary Health Script Pty Ltd, acquired intangible and tangible assets from Prema Life Pty Ltd, in exchange for AUD1,050,000 (approximately USD718,725). The Company is in the midst of assessing this acquisition whether should be accounted for as an acquisition of business or a group of assets under ASC805 “Business Combination”.

About Rayont Inc

Rayont Inc is a Nevada USA company. Rayont operates in the personalized natural healthcare sector in USA and Australia.

Rayont uses scientific tools such as DNA, microbiome, iridology and other tests to personalize diagnoses, prescription and treatments of natural complementary and alternative medicine products, services and treatments to our patients in the markets we operate.

As of March 31, 2023, the company group structure consisted of the following companies:

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K for the year ended June 30, 2022. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K for the year ended June 30, 2022, have been omitted.

Use of Estimates

The preparation of our consolidated financial statements and accompanying notes in conformity with GAAP requires us to make certain estimates and assumptions. Actual results could differ from those estimates.

Going Concern

The Company had an operating loss of $794,267 for the nine months ended March 31, 2023. The accumulated deficit of the Company is $3,704,116 as of March 31, 2023. The Company demonstrates adverse conditions that raise substantial the Company’s ability to continue as a going concern. These adverse conditions are recurring operating losses, accumulated deficit and other adverse key financial ratios.

The Company did not generate enough revenues to cover its operating expense during the nine months ended March 31, 2023. The Company plans to continue obtaining funding from the majority shareholder and the President of the Company to support the Company’s normal business operating. There is no assurance, however, that the Company will be successful in raising the needed capital and, if funding is available, that it will be available on terms acceptable to the Company.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Concentration of Risk

The Company maintains its cash in bank accounts which, at times, may exceed the federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash in bank.

There is no customer who accounted for 10% or more of the Company’s sales and there is no customer that accounted for more than 10% of accounts receivable for the nine months ended March 31, 2023 and 2022, respectively. For more information, please read note no.8.

There is no supplier who accounted for 10% or more of the Company’s cost of sales for the nine months ended March 31, 2023 and 2022, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of March 31, 2023 and June 30, 2022, the Company’s notes payable has stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2023 and June 30, 2022, the Company had cash in bank of $43,839 and $185,782, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable recorded by the Company are customer obligations due under normal trade terms. The Company reviews its accounts receivable regularly to determine if a bad debt allowance is necessary. Management reviews the composition of accounts receivable and analyses the age of receivables outstanding, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the necessity of making such allowance. Uncollectible account balances are written off when management determines the probability of collection is remote. The allowance for doubtful accounts was nil as of March 31, 2023 and June 30, 2022.

Inventories

Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the weighted average method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Condensed Statements of Operations and Comprehensive Income.

Intangible assets

Intangible assets for purchased are recognized and measured at cost upon acquisition and consist of the Company’s exclusive license with various useful life.

As of March 31, 2023 and June 30, 2022, the Company had intangible assets of $328,445 and $0. respectively associated with Rayont International’s exclusive license for registering and commercializing Photosoft^TM technology for treatment of all cancers across Sub-Sahara African region. The technology has been licensed in Australia, New Zealand, China, Malaysia and Sub-Sahara Africa which is sold on June 29, 2022. The other intangible assets are associated with trademark, website, software that Rayont Technologies Pty Ltd entered into an agreement on October 15, 2020 to purchase the assets of Workstar Tech (Aust) Pty Ltd. This company was sold on January 31, 2022. Intangible assets are not part of the balance sheets as of June 30, 2022 and March 31, 2023.

In addition, on February 5, 2021 Rayont Technologies (M) Sdn Bhd entered into an Asset Purchase Agreement with Sage Interactive Sdn Bhd to purchase intangible assets include software for remote learning, customer contracts and digital content. As of June 30, 2021, the carrying amount of this asset is $100,625. This company was sold on January 31, 2022 and its intangible assets are not part of the balance sheets as of June 30, 2022 and March 31, 2023.

For other intangible assets, company determined the useful life of the asset as 10 years and it’s amortized based on the useful life.

On September 3, 2022, the Company’s subsidiary, Health Script Pty Ltd, acquired the assets of Prema Life Pty Ltd, in exchange for AUD1,050,000 (approximately USD718,725).

These assets include intangible and tangible assets. Intangible assets are customer and formulation database in the amount of USD154,237, trademark, website in the amount of USD169,189 and inventory in the amount of USD410,095 as of March 31, 2023.

Another intangible asset is a software program in the amount of $27,698 that subsidiary Health Script Pty Ltd is developing to fulfill the needs of its daily operations but it is not finished yet as of March 31, 2023.

Amortization is computed using the straight-line method over the 10-year estimated useful lives of the customer and formulation database, trademark and 5-year estimated useful lives of the website.

The Company tests for indefinite lived intangibles impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles at March 31, 2023, and determined there was no impairment of indefinite lived intangibles.

Property and equipment

Property and equipment are carried at cost and, less accumulated depreciation. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposal. The Company examines the possibility of decreases in the value of property and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

The Company’s property and equipment mainly consists of computer and laser equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 4-40 years.

Impairment of Long-lived Assets

The Company reviews long-lived assets when changes in circumstances or event could impact the recoverability of the carrying value of the assets. Recoverability of long-lived assets is determined by comparing the estimated undiscounted cash flows related to the long-lived assets to their carrying value. Impairment is determined by comparing the present value of future undiscounted cash flows, or some other fair value measure, to the carrying value of the asset. For the nine months ended March 31, 2023 and March 31, 2022, no impairment of long-lived assets was indicated, and no impairment loss was recorded.

Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those products and services. We enter into contracts that include products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers.

The Company’s contracts with customers may include multiple performance obligations. Revenue relating to agreements that provide more than one performance obligation is recognized based upon the relative fair value to the customer of each performance obligation as each obligation is earned. The Company derives its revenues the follows:

Sale of Services: Remedial Massage & Myotherapy

Revenue from remedial massage & myotherapy is recognized when the entity has provided the services to the clients which typically occurs when the service is completed.

Sale of Goods - Medicinal Supplements:

Revenue from these sales is recognized when the entity has delivered the products to locations specified by its customers and the customers have accepted the products in accordance with the sales contract.

Products are sold to certain customers with volume discount and these customers also have the right to return within a reasonable time frame. Revenue from these sales is recorded based on the contracted price less the estimated volume discount and returns at the time of sale.

Earnings / (Loss) Earnings Per Share

Basic earnings per share is computed by dividing net income / (loss) attribute to stockholders of common stock by the weighted-average number of common shares outstanding for the period. Diluted net earnings per share is computed by dividing net income / (loss) by the weighted average number of common shares outstanding plus equivalent shares.

Diluted earnings per share reflects the potential dilution that could occur from common shares issuable through convertible notes and preferred stock when the effect would be dilutive. The Company only issued common stock and does not have any potentially dilutive instrument as of March 31, 2023 and March 31, 2022.

Translation of Foreign Currency

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

The functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s Australian subsidiaries maintain their books and record in a local currency, Australian Dollars (“AUD”), which is functional currency as being the primary currency of the economic environment in which the entity operates. The Company’s Malaysian subsidiaries maintain their books and record in US$.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective years:

SCHEDULE OF EXCHANGES RATE

Recent Accounting Pronouncements

Management believes none of the recently issued accounting pronouncements will have a material impact on the consolidated financial statements.

NOTE 3 – INVENTORIES

As of March 31, 2023 and June 30, 2022, inventories were composed of the following:

 SCHEDULE OF INVENTORIES

NOTE 4 – PROPERTY AND EQUIPMENT, NET

As of March 31, 2023 and June 30, 2022, property and equipment consisted of the following:

 SCHEDULE OF PROPERTY AND EQUIPMENT,NET

On June 30, 2018, the Company purchased computers in the amount of $7,378.

On January 22, 2019, the Company’s subsidiary, Rayont (Australia) Pty. Ltd, purchased the cancer treatment equipment for USD 1,239,008 (AUD1,736,966). This asset was sold on June 29, 2022 for $1,000,000 and is not part of the balance sheet as of June 30, 2022.

On June 26, 2020, the Company’s subsidiary, GGLG Properties Pty Ltd, purchased a property located at 11 Aldinga Street Brendale QLD 4500, Australia for USD472,135 (AUD686,814). GGLG Properties Pty Ltd disposed this property on June 29, 2021 for USD693,403.

On May 4, 2022, Rayont Properties Pty Ltd (formerly known as GGLG Properties Pty Ltd) acquired two properties. First property is located at 85 Juliette St, Greenslopes (lot 272) QLD 4120 Australia and has a surface land of 405m² and surface of building of 280m2. Its purchase price is USD1,643,327 (AUD2,300,000), excluding GST. The stamp duty of this property in the amount of USD90,198 (AUD130,625) it is capitalized too. It is used for operations of No More Knots Pty Ltd. Rayont Properties Pty Ltd is sold on September 1, 2022 and this property is not part of the balance sheet as of March 31, 2023.

Second property is located at 44 Marquis Street, Greenslopes QLD 4120 Australia and has a surface land of 405m² and surface of building of 115m2. Its purchase price is USD600,746 (AUD870,000), excluding GST. The stamp duty of this property in the amount of USD22,217 (AUD32,175) it is capitalized too. This property is rented to third parties and parking is used for No More Knots Pty Ltd. Rayont Properties Pty Ltd is sold on September 1, 2022 and this property is not part of the balance sheet as of March 31, 2023.

On October 15, 2020, the Company entered into an agreement to purchase the assets of Workstar Tech (Aust) Pty Ltd, from an individual towards purchase of fair value of USD476,594.32 (AUD632,393) for purchase consideration of USD228,258.35 (AUD302,876). The company considered the gain on purchase of assets as an income in fiscal year ended June 30, 2021.

These assets include intangible assets like trademark, website, software in the amount of USD465,666.59 (AUD617,893) and tangible assets like office assets, computer contracts in the amount of USD10,927.73 (AUD14,500). This company was sold on January 31, 2022 and its assets are not part of the BS as of June 30, 2022.

On October 28, 2020, the Company’s subsidiary obtained a Finance Lease for vehicle in the amount of $34,167 (AUD 44,880) from Australian Alliance Automotive Finance Pty Limited to assist the Company to meet its operating activities. Rayont Properties Pty Ltd is sold on September 1, 2022 and this property is not part of the balance sheet as of March 31, 2023.

On June 28, 2021, the Company’s subsidiary, Prema Life Pty Ltd, purchased a property which consist of 2720m2 land and 1760m2 building located at 32 French Avenue, Brendale QLD 4500, Australia for a total amount of USD2,304,330 excluding GST. The land cost is $1,273,595 and the building cost is $1,030,735. The purchase price of this property is paid totally by mortgage loans.

In addition, Prema Life has done leasehold improvements in the amount of $505,374 as of June 30, 2022. Prema Life Pty Ltd is sold on September 1, 2022 and those properties are not part of the balance sheet as of March 31, 2023.

On September 23, 2021, the Company’s subsidiary, Rayont (Australia) Pty Ltd, purchased a new property located at 900 Sandgate Road, Clayfield QLD, 4011, Australia for USD1,159,040 excluding GST. The purchase price of this property is paid by issuing shares of Rayont Inc. In addition, the Company has received a loan to cover some fit-out expense and its interest is capitalized in the cost of this property. The policy that the Company has used for the capitalization of the interest is ASC835. Interest is capitalized during the period under which the asset is being prepared for its intended use. The purpose of this is to obtain a more accurate representation of the full costs incurred in acquiring or constructing the asset. The interest capitalized should be added to the cost of the asset on the balance sheet and, when the asset is used internally, amortized over the life of the asset. The amount of the interest capitalized is USD107,296 (AUD147,790). In addition, it is capitalized even the stamp duty of the property in the amount of USD52,654 (AUD72,525). Rayont (Australia) Pty Ltd is sold on September 1, 2022 and this property is not part of the balance sheet as of March 31, 2023.

No More Knots (Taringa) Pty Ltd, the new company acquired on April 1, 2022, has done leasehold improvements in the amount of $264,121 as of March 31, 2023.

No More Knots (Clayfield) Pty Ltd, the company incorporated on January 19, 2022, has done leasehold improvements in the amount of $49,647 as of March 31, 2023.

On September 1, 2022, the Company’s subsidiary, Health Script Pty Ltd, acquired the assets of Tugun Compounding Pty Ltd, in exchange for AUD665,000 (approximately USD450,870).

These assets include tangible assets like office assets, laboratories’ assets, storage room, in the amount of USD445,830 (AUD665,000) as of March 31, 2023.

For the nine months ended March 31, 2023 and 2022, the depreciation expenses were $33,940 and $102,967, respectively.

NOTE 5 – INTANGIBLE ASSETS

On October 15, 2020, the Company entered into an agreement to purchase the assets of Workstar Tech (Aust) Pty Ltd, from an individual towards purchase of fair value of USD476,594.32 (AUD632,393) for purchase consideration of USD228,258.35 (AUD302,876). The company considered the gain on purchase of assets as an income in fiscal year ended June 30, 2021.

These assets include intangible assets like trademark, website, software in the amount of USD465,666.59 (AUD617,893) and tangible assets like office assets, computer contracts in the amount of USD10,927.73 (AUD14,500). This company was sold on January 31, 2022 and its assets are not part of the balance sheets as of June 30, 2022 and March 31, 2023.

Amortization is computed using the straight-line method over the 10-year estimated useful lives of the assets.

On February 5, 2021 Rayont Technologies (M) Pty Ltd entered into an Asset Purchase Agreement with Sage Interactive Sdn Bhd to purchase its assets in consideration of the payment of USD 105,000.00. These assets include software for remote learning, customer contracts and digital content. This company was sold on January 31, 2022 and its assets are not part of the balance sheets as of June 30, 2022 and March 31, 2023.

Amortization is computed using the straight-line method over the 10-year estimated useful lives of the assets.

The Company had evaluated the useful life of 10 years from 2018 for the intangible assets of $2,000,000, which is associated with Rayont International’s exclusive license for registering and commercializing Photosoft^TM technology for treatment of all cancers across Sub-Sahara African region. The technology has been licensed in Australia, New Zealand, China, Malaysia and Sub-Sahara Africa. This license was sold on June 29, 2022 and is not part of the balance sheets as of June 30, 2022 and March 31, 2023.

On September 3, 2022, the Company’s subsidiary, Health Script Pty Ltd, acquired the assets of Prema Life Pty Ltd, in exchange for AUD1,050,000 (approximately USD718,725).

These assets include intangible and tangible assets. Intangible assets are customer and formulation database in the amount of USD154,237, trademark, website in the amount of USD169,189 and inventory in the amount of USD410,095 as of March 31, 2023.

During the period October 2022 – March 2023, the subsidiary Health Script has invested an amount of $27,698 to create a software to help the daily sales and the clients of this subsidiary. This system is not completed yet so it is not amortized as of March 31, 2023,

Amortization is computed using the straight-line method over the 10-year estimated useful lives of the customer and formulation database, trademark and 5-year estimated useful lives of the website.

As of March 31, 2023 and June 30, 2022, intangible assets, consisted of the following:

 SCHEDULE OF INTANGIBLE ASSETS

For the nine months ended March 31, 2023 and 2022, the amortization expenses were $22,808 and $246,954, respectively.

NOTE 6 – LOANS PAYABLE

As of March 31, 2023 and June 30, 2022, loans payable, consisted of the following:

 SCHEDULE OF LOAN PAYABLE

Mortgage loan

On June 28, 2021, the Company’s subsidiary purchased a property which consist of 2720m2 land and building 1760m2. Since the intention was to settle the property prior to June 30, 2021as per the Sale & Purchase Contract, the liability of the loan had to be recognized, even though the agreement date of the loans for this property is on August 6, 2021 and on September 1, 2021. This transaction is an adjusting event for the balance sheet at June 30, 2021. The Company’s subsidiary obtained on August 6, 2021 a mortgage loan of $ 1,746,920 (AUD 2,380,000) from private lender COE Property Group Pty Ltd to assist the Company to buy the property of the business place. This loan is divided in two tranches. The term of the loan is one year from the commencement date for the first tranche in the amount of $ 1,490,020 (AUD 2,030,000), the interest rate is 9% per annum and for the second tranche in the amount of $ 256,900 (AUD 350,000), the term of the loan is 4 months from the commencement date and the interest rate is 36% per annum. Monthly payments are compound just from interest in the amount of $ 11,175 (AUD 15,225) for first tranche and interest in the amount of $ 7,707 (AUD 10,500) for the second tranche. The loan is secured under the Company’s present and future property of any kind, including all personal property. The principal amount will be paid in the end of the term, December 6, 2021 for second tranche and August 5, 2022 for first tranche. Both tranches are paid on May 4, 2022.

The Company’s subsidiary obtained on September 1, 2021 a mortgage loan of $ 257,915 (AUD 350,000) from private lender RDS Superannuation Pty Ltd as Trustee for The Ron Bruce Motor Trimmers Pty Ltd to assist the Company to buy the property of the business place. The term of the loan is two months from the commencement date, and the interest rate is 18% per annum. Monthly payments are compound just from interest in the amount of $ 3,869 (AUD 5,250). The loan is secured under the Company’s present and future property of any kind, including all personal property. The principal amount is paid in the end of the term, October 15, 2021.

On May 4, 2022 some subsidiaries of the group in Australia received loans from Commonwealth Bank as described below:

Prema Life Pty Ltd received a loan in the amount of USD2,500,750 (AUD3,500,000). The loan term is five years with a variable rate of 3.16% per annum. This loan is received to refinance the 23 Frech property of Prema (to pay loans received earlier for this property like COE, James Lee and QRIDA). This is a secured loan. Prema Life Pty Ltd is sold on September 1, 2022 and this loan is not part of the balance sheet as of March 31, 2023.

Rayont (Australia) Pty Ltd received a loan in the amount of USD250,075 (AUD350,000). The loan term is three years with a variable rate of 3.50% per annum. This loan is received to extinguish private lenders secured over 900 Sandgate property. This is a secured loan. Rayont (Australia) Pty Ltd is sold on September 1, 2022 and this loan is not part of the balance sheet as of March 31, 2023.

Rayont Holdings Pty Ltd (formerly known as No More Knots Holdings Pty Ltd) received a loan in the amount of USD357,250 (AUD500,000). The loan term is three years with a variable rate of 3.50% per annum. This loan is received to pay No More Knots Pty Ltd Acquisition’s Balance. This is a secured loan.

Wonder Foods Retail Pty Ltd received a loan in the amount of USD107,175 (AUD150,000). The loan term is three years with a variable rate of 3.50% per annum. This loan is received to fund the stock in Wonder Foods Retail. This is a secured loan.

Rayont Properties Pty Ltd received two loans: The first loan is in the amount of USD2,207,091 (AUD3,089,000). The loan term is five years with a variable rate of 3.50% per annum. This loan is received to buy two properties located at 85 Juliette St, Greenslopes (lot 272) QLD 4120 Australia and 44 Marquis Street, Greenslopes QLD 4120 Australia. The second loan is in the amount of USD57,875 (AUD81,000). The loan term is three years with a variable rate of 3.50% per annum. This loan is received to buy two properties located at 85 Juliette St, Greenslopes (lot 272) QLD 4120 Australia and 44 Marquis Street, Greenslopes QLD 4120 Australia. Those are secured loans. Rayont Properties Pty Ltd is sold on September 1, 2022 and this loan is not part of the balance sheet as of March 31, 2023.

As of March 31, 2023 and June 30, 2022 the Company had outstanding current balances of $118,671 and $450,405 and non-current balances of $282,542 and $4,811,975, respectively related to the mortgage loan.

The Company’s subsidiary obtained on October 15, 2021 a loan of $266,976 (AUD 360,000) from private lender James Lee to assist the Company to pay another loan. The term of the loan was three months from the commencement date but it is extended with two more months, and the interest rate is 48% per annum or 96% per annum if the payment will be default as per loan agreement. The loan is secured under the Company’s present and future property of any kind, including all personal property. The principal amount and the interest should be paid both on March 15, 2022. The Company’s subsidiary obtained on November 12, 2021 a loan of $547,319 (AUD747,500) from private lender Aura Loan Management Pty Ltd to assist the Company to cover the fit-out expenses for the property purchased lately located at 900 Sandgate Road, Clayfield QLD, 4011 Australia in order to be ready for internal use of the subsidiary Rayont (Autsralia) Pty Ltd. The term of the loan is 12 months from the commencement date, and the interest rate is 9.25% per annum. Monthly payments are compound just from interest in the amount of $4,183 (AUD5,762). The loan is secured under the Company’s present and future property of any kind, including all personal property. This loan is paid on May 4, 2022.

COVID-19 loan

On June 29, 2020, the Company’s subsidiary obtained a COVID-19 loan of $171,729 (AUD 250,000) from Queensland Rural and Industry Development Authority (QRIDA) to assist the Company to meet its working capital expenses. The term of the loan is 10 years from the commencement date, and the interest rate is 0% for the first 12 months from the commencement date and then 2.5% from the remainder of the term. The Company’s subsidiary has an Interest Only Period beginning 12 months after the Commencement Date and ending 36 months from the Commencement Date. The loan is secured under the Company’s present and future property of any kind, including all personal property. This loan is paid on May 4, 2022. As of December 31, 2022 and June 30, 2022, the Company had outstanding balances of $0, respectively related to the COVID-19 loan.

Rayont inc, received on May 23, 2022 a note payable in the amount of 172,200 from 1800 Diagonal Lending LLC. This note has 12% interest rate per annum and has original issue discount in the amount of $18,450. Interest and outstanding principal, subject to adjustment, shall be paid in ten (10) payments each in the amount of $19,286.40. This note payable is paid on April 1, 2023. This note was paid on April 1, 2023.

Rayont (Australia) Pty Ltd has received on June 10, 2022 a private loan in the amount of USD423,240 (AUD600,000) from Trevor Townsend. The loan term is one year and with a variable rate of 8% per annum. This loan is received to finance the acquisition of business of No More Knots Pty Ltd. This is a secured loan. Rayont (Australia) Pty Ltd is sold on September 1, 2022 and this loan is not part of the balance sheet as of March 31, 2023.

Rayont (Australia) Pty Ltd has received on May 4, 2022 a private loan in the amount of USD1,071,750 (AUD1,500,000) from Lydia Loh Holdings Pty Ltd. The repayment date was for 10 days but then the loan was agreed to be extended by another 160 days with an interest rate of 0.7% per day. Purpose of this loan was to acquire No More Knots Pty Ltd, No More Knots Taringa and No More Knots Newmarket. This is a secured loan. Rayont (Australia) Pty Ltd is sold on September 1, 2022 and this loan is not part of the balance sheet as of March 31, 2023. It is transferred to the buyer of the Rayont Australia as of September 1, 2022.

Rayont (Australia) Pty Ltd has received two small private loans on December 12, 2021 and April 4, 2022 in the amount of USD55,662 (AUD77,556) and USD26,554 (AUD35,176), respectively from Quickfee. The loan term is one year. This loan is received to paid the invoices sent from Mazzars for Rayont Australia. This is unsecured loan. Rayont (Australia) Pty Ltd is sold on September 1, 2022 and this loan is not part of the balance sheet as of March 31, 2023.

Rayont Holdings Pty Ltd (formerly known as No More Knots Holdings Pty Ltd) has received on May 4, 2022 a private loan in the amount of USD29,178 (AUD40,836.44) from Kelly Townsend. The loan is non-interest bearing and payable on demand. This loan is received to finance operations of No More Knots Holdings Pty Ltd. This is unsecured loan. This loan was paid on October 2022.

No More Knots Pty Ltd has received on May 12, 2022 two private loans in the amount of USD95,928 (AUD140,000) and USD34,260 (AUD50,000) from Bizcap AU Pty Ltd. The loan term is 26 weeks and 90 days, respectively with total interest amount of USD47,005 (AUD68,600) and USD16,787 (AUD24,500) for the period, respectively. This loan is received to finance operations of No More Knots Pty Ltd. This is unsecured loan. Those loans are paid on August 24, 2022.

No More Knots Pty Ltd received on August 24, 2022 another private loan in the amount of USD172,831 (AUD250,000) from Bizcap AU Pty Ltd. The loan term is 28 weeks with total interest amount of USD77,774 (AUD112,500) for the period. This loan is received to finance operations of No More Knots Pty Ltd. This is unsecured loan.

No More Knots (Taringa) Pty Ltd has received on May 12, 2022 one private loan in the amount of USD37,686 (AUD55,000) from Bizcap AU Pty Ltd. The loan term is 26 weeks with total interest amount of USD18,466 (AUD26,950) for the period. This loan is received to finance operations of No More Knots Pty Ltd. This is unsecured loan. This loan is paid on August 24, 2022.

No More Knots (Taringa) Pty Ltd received on August 24, 2022 another private loan in the amount of USD57,034 (AUD82,500) from Bizcap AU Pty Ltd. The loan term is 28 weeks with total interest amount of USD25,665 (AUD37,125) for the period. This loan is received to finance operations of No More Knots (Taringa) Pty Ltd. This is unsecured loan.

No More Knots (Newmarket) Pty Ltd has received on May 12, 2022 one private loan in the amount of USD37,686 (AUD55,000) from Bizcap AU Pty Ltd. The loan term is 26 weeks with total interest amount of USD18,466 (AUD26,950) for the period. This loan is received to finance operations of No More Knots Pty Ltd. This is unsecured loan. This loan is paid on August 24, 2022.

No More Knots (Newmarket) Pty Ltd received on August 24, 2022 another private loan in the amount of USD57,034 (AUD82,500) from Bizcap AU Pty Ltd. The loan term is 28 weeks with total interest amount of USD25,665 (AUD37,125) for the period. This loan is received to finance operations of No More Knots (Newmarket) Pty Ltd. This is unsecured loan.

No More Knots (Ipswich) Pty Ltd has received on August 24, 2022 one private loan in the amount of USD58,763 (AUD85,000) from Bizcap AU Pty Ltd. The loan term is 24 weeks with total interest amount of USD26,443 (AUD38,250) for the period. This loan is received to finance operations of No More Knots (Ipswich) Pty Ltd. This is unsecured loan.

Prema Life Pty Ltd has received on April 21, 2022 one private loan in the amount of USD184,400 (AUD250,000) from Bizcap AU Pty Ltd. The loan term is 140 days with total interest amount of USD90,356 (AUD122,500) for the period. This loan is received to finance operations of No More Knots Pty Ltd. This is unsecured loan. Prema Life Pty Ltd is sold on September 1, 2022 and this loan is not part of the balance sheet as of December 31, 2022.

On February 9, 2023, Rayont Holdings Pty Ltd obtained an unsecured loan of USD134,084 (AUD200,000). The loan term is 12 months with total interest amount of USD13,408 (AUD20,000). This loan is to finance operations of Rayont Holdings Pty Ltd.

The Company has received during the nine months ended March 31, 2023 from Kova Brendale Pty Ltd, Kova Properties Pty Ltd and Kova Clayfield Pty Ltd the amounts of $115,064, $4,626 and $42,693, respectively. Those loans are non-interest bearing and payable on demand. Those loans are received to finance operations of the Company. Those are unsecured loan.

For the nine months ended March 31, 2023 and 2022 the interest expenses were $340,821 and $302,494, respectively.

NOTE 7 – FINANCE LEASE PAYABLE

 SCHEDULE OF FINANCE LEASE

On the 28^th of October 2020, the Company’s subsidiary ( Rayont Properties Pty Ltd ) obtained a Finance Lease for vehicle in the amount of $34,167 (AUD 44,880) from Australian Alliance Automotive Finance Pty Limited to assist the Company to meet its operating activities. The term of the loan is 4 years from the commencement date, and the interest rate is 5.03% for the term. Rayont Properties Pty Ltd is sold on September 1, 2022 and this Finance Lease is not part of the balance sheet as of March 31, 2023. As of March 31, 2023 and June 30, 2022, the Company had outstanding balances of $0 and $18,795, respectively related to the Finance Lease.

Finance lease activity is included in property and equipment, net.

NOTE 8 – CONCENTRATION

(a) Major Customers

At March 31, 2023 there was no customer who accounted for 10% or more of total accounts receivable and at June 30, 2022, one major customer represented approximately 26% of total accounts receivable.

(b) Major Suppliers

At March 31, 2023 and June 30, 2022 there was no supplier who accounted for 10% or more of the Company’s purchases nor with significant outstanding payables.

NOTE 9 – STOCKHOLDERS’ EQUITY

Capital Stock Issued

During the nine months ended March 31, 2022, the Company issued 710,713 shares of common stock to the The AliKasa Pty Ltd for the purchase of the GGLG, the Corporation’s wholly owned subsidiary, totaling $618,320 on July 17, 2021.

On September 23, 2021 the Company issued 515,771 shares of common stock to the AMH Corporate Pty Ltd for the purchase of a property and building located at 900 Sandgate Road, Clayfield QLD, 4011 Australia from Rayont (Australia) Pty Ltd, the Corporation’s wholly owned subsidiary, totaling $1,159,040.

During the period from July 2021 through March 2022, the Company sold and issued 49,114 shares of common stock to 2 independent investors pursuant to a private placement; 16,614 shares at $2.21; 32,500 shares at $2.20; for a total amount of $108,216. The Company relied upon Section 4(2) and Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.

On December 16, 2021 the Company issued 10,500 shares of common stock to the Board of Directors for their services rendered to the Company, totaling $26,250.

On March 31, 2022 the Company issued 13,889 shares of common stock to the Board of Directors for their services rendered to the Company, totaling $26,250.

During the nine months ended March 31, 2023, the Company issued 1,524,044 of its shares to the shareholder of record of The Skin DNA Company Pty Ltd. for the acquisition 100% of the total outstanding shares and units of The SkinDNA Company Pty Ltd, totaling $518,175 on August 22, 2022. The Company received a termination request from the former shareholders of The SkinDNA Company Pty Ltd. Both parties are discussing ways how to resolve the concerns each party has through informal mediation.

On September 1, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary Health Script Pty Ltd, acquired the assets from Tugun Compounding Pty Ltd, in exchange for AUD665,000 (approximately USD450,870). The sum of USD265,520 (AUD390,000) is made as “the Cash Payment” and USD 185,350 (AUD275,000) is paid by issuing 545,147 shares at $0.34 per share of Rayont Inc to the shareholder of record of Tugun Compounding Pty Ltd.

During the period from July 1, 2022 through March 31, 2023, the Company did not sell any shares of common stock.

Capital Stock Authorized

Common Stock

The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.001 per share. As of March 31, 2023 and June 30, 2022, the outstanding shares of common stock were 50,163,797 and 48,094,606, respectively.

Preferred Stock

The Company is authorized to issue 20,000,000 shares of Series A Preferred Stock with a par value of $0.001 per share. There are not preferred shares issued and outstanding as of March 31, 2023 and June 30, 2022, respectively.

NOTE 10 - RELATED PARTY TRANSACTIONS

The related parties of the Company with whom transactions are reported in the consolidated financial statements are as follows:

Amount due from related parties

SCHEDULE OF AMOUNT DUE TO (FROM) RELATED PARTIES

As of March 31, 2023 and June 30, 2022, Prema Life Pty Ltd and Wonder Foods Pty Ltd had amount receivable of $nil and $20,097 from director of the company. Prema Life Pty Ltd owed the director $386,105 as of June 30, 2021. In repaying this amount Prema Life Pty Ltd as of June 30, 2022 had paid $20,097 more than it was supposed to pay. This was not meant to be a loan but rather an oversight of the accounts. The oversight indicates a deficiency of internal control over financial reporting under the current operations. The Management has taken immediate remedial action rectifying the overpayment. As at March 31, 2023, the Director loan is not overdrawn. Prema Life Pty Ltd was sold on September 1, 2022 to unrelated party and this loan has been reconciled as part of that transaction.

As of March 31, 2023 and June 30, 2022, Rayont (Australia) Pty Ltd has loans receivable of $nil and $45,919 from Health Script Pty Ltd. This is a prepayment for acquisition of the assets from Tugan Compounding Pty Ltd that is completed in September 1, 2022. The loans receivable was non-interest bearing and it is due upon request.

Amounts due to related parties

During the nine months ended March 31, 2023 the director has given a loan amount of $219,036 some subsidiaries of the Rayont Group which are used to pay the acquisition of the assets, to support their operations, to pay the former shareholder of the acquired business from subsidiaries. Those loans are non-interest bearing, payable on demand and unsecured.

On May 4, 2022 the Ventis Partners Pty Ltd has given a loan amount of $125,162 which is used to pay the properties that are acquired from Rayont Properties Pty Ltd. This loan is non-interest bearing and payable on demand. The subsidiary is sold on September 1, 2022 and this loan is not part of the balance sheet as of March 31, 2023.

On June 5, 2022 the Tasman Accounting Pty Ltd has given a loan amount of $3,453 which is used to pay the operation expenses of No More Knots (Taringa) Pty Ltd. This loan is non-interest bearing and payable on demand.

The other amounts due to related parties were non-interest bearing and payable on demand. The amounts were used to support its operation, to acquire the properties.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

The Company has no commitment or contingency as of March 31, 2023.

NOTE 12 – OTHER INCOME

Other income was $856,797 and $514,320 for the nine months ended March 31, 2023 and 2022, respectively. This income for nine months ended March 31, 2023 was mainly due to gain on disposal of the subsidiaries Rayont (Australia) Pty Ltd, Prema Life Pty Ltd and Rayont Properties Pty Ltd on September 1, 2022 in the amount of $474,026; the amount of $92,519 from debt waiver by payable in two subsidiaries of the Company; The amount of $290,252 that is generated as a result of the sale of three subsidiaries Rayont (Australia) Pty Ltd, Prema Life Pty Ltd and Rayont Properties Pty Ltd on September 1, 2022 in the consolidation of the financial statements of the group.

This income for nine months ended March 31, 2022 was mainly due to gain on disposal of the subsidiaries Rayont Technologies Pty Ltd and Rayont Technologies (M) Sdn Bhd on January 31, 2022 and debt forgiven.

NOTE 13 – OTHER RECEIVABLES AS CURRENT ASSETS

As of March 31, 2023 and June 30, 2022, other receivables as current assets, consisted of the following:

SCHEDULE OF OTHER RECEIVABLES AS CURRENT ASSETS 

As of March 31, 2022, the Company had other receivables in the amount of $3,084,918 which is compound from the sale of Rayont International’s exclusive license for registering and commercializing PhotosoftTM technology for treatment of all cancers across Sub-Sahara African region on June 29, 2022 in the amount of $2,500,000 that will be paid from the buyer based on a monthly repayment schedule for 36 months. There is the Loan Agreement between the buyer and the Company’ subsidiaries dated June 29, 2022 and Security Agreement between the byer and the Company’ subsidiaries dated June 29, 2022.; prepayment of the Value Added Tax in the amount of $33,086 from some subsidiaries; Rayont Inc has paid an retainer fee in the amount of $20,000 but has not received the service and $29,017 as a deposit done from two subsidiaries for the lease rent; the Company issued 1,524,044 of its shares to the shareholder of record of The Skin DNA Company Pty Ltd. for the acquisition 100% of the total outstanding shares and units of The SkinDNA Company Pty Ltd, totaling $482,781 on August 22, 2022 but given the fact that The Company received a termination request from the former shareholders of The SkinDNA Company Pty Ltd, those shares are considered as other receivable and not investment.

As of June 30, 2022, the Company had other receivables in the amount of $2,765,829 which is compound from the sale of Rayont International’s exclusive license for registering and commercializing PhotosoftTM technology for treatment of all cancers across Sub-Sahara African region on June 29, 2022 in the amount of $2,500,000 that will be paid from the buyer based on a repayment schedule; $175,225 arose due to tax incentive/grant obtained in relation to approved research and development activities carried out by subsidiary Prema Life Pty Ltd; prepayment of the Value Added Tax in the amount of $27,652 from some subsidiaries; Rayont Inc has paid an retainer fee in the amount of $20,000 but has not received the service and $155 as deposit for the service received; a deposit done in trust account from Rayont (Australia) Pty Ltd in the amount of $29,623 for the acquisitions after June 30, 2022: a deposit done from Wonder Foods in the amount of $13,174 for lease rent.

NOTE 14 – OTHER ASSETS AS NON-CURRENT ASSETS

As of March 31, 2023 and June 30, 2022, other assets as non-current assets, consisted of the following:

SCHEDULE OF OTHER NON-CURRENT ASSETS 

As of March 31, 2023 the Company had other assets in the amount of $789,379 which is compound from the shares that Rayont (Australia) Pty Ltd has received from another public company Quantum Capital Inc. as a payment for the sale of its subsidiaries on January 31, 2022 in the amount of $696,014, Those shares are transferred to Rayont Holdings Pty Ltd when Rayont (Australia) Pty Ltd is sold on September 1, 2022; a deposit done from No More Knots (Taringa) Pty Ltd for lease rent in the amount of $13,383; a deposit done from No More Knots (Newmarket) Pty Ltd for lease rent in the amount of $33,923; a deposit done from No More Knots (Ipswich) Pty Ltd for lease rent in the amount of $30,973; and a deposit done from Health Script Pty Ltd for lease rent in the amount of $15,085.

As of June 30, 2022, the Company had other assets in the amount of $767,656 which is compound from the shares that Rayont (Australia) Pty Ltd has received from another public company Quantum Capital Inc. as a payment for the sale of its subsidiaries on January 31, 2022 in the amount of $716,872; a deposit done from No More Knots (Taringa) Pty Ltd for lease rent in the amount of $13,784; a deposit done from No More Knots (Newmarket) Pty Ltd for lease rent in the amount of $37,000.

NOTE 15 – OTHER RECEIVABLES AS NON-CURRENT ASSETS

As of March 31, 2023 and June 30, 2022, other receivables as non-current assets, consisted of the following:

SCHEDULE OF OTHER RECEIVABLES AS NON-CURRENT ASSETS 

As of March 31, 2023, the Company had other receivables in the amount of $977,432 which consists of the sale of the equipment for the cancer treatment on June 29, 2022 from Rayont (Australia) Pty Ltd in the amount of $970,727 that will be paid from the buyer based on a monthly repayment schedule for 36 months. There is the Loan Agreement between the buyer and the Company’ subsidiaries dated June 29, 2022 and Security Agreement between the byer and the Company’ subsidiaries dated June 29, 2022 and the other receivables in the amount of $6,704 that has subsidiary Wonder Foods Retail Pty Ltd.

As of June 30, 2022, the Company had other receivables in the amount of $1,009,537 which is consists of the sale of the equipment for the cancer treatment on June 29, 2022 from Rayont (Australia) Pty Ltd in the amount of $ 1,002,632 that will be paid from the buyer based on a repayment schedule and the other receivables in the amount of $6,905 that has subsidiary Wonder Foods Retail Pty Ltd.

NOTE 16 – RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITIES

Operating leases are accounted for on the balance sheet within the right-of-use (“ROU”) assets and lease liabilities recognized in “Operating lease liabilities - current” and “Operating lease liabilities – non-current,” respectively.

Lease assets and liabilities are recognized at the lease commencement date. Lease liabilities are measured at the present value of the lease payments not yet paid. To determine the present value of lease payments not yet paid, the Company estimates borrowing rates corresponding to the maturities of the leases based on prevailing financial market conditions, comparable company and credit analysis, and management judgment. ROU assets measured based on the lease liability and no initial direct costs, prepaid or deferred rent, and lease incentives.

The Company recognizes expense for these leases on a straight-line basis over the lease term and also considered annual incremental charges.

Lease related costs recognized in the statements of operations for the nine months ended March 31, 2023

SCHEDULE OF LEASE RELATED COSTS 

Supplemental balance sheet information related to leases is as follows:      

SCHEDULE OF INFORMATION RELATED TO LEASES

SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATE

SCHEDULE OF OPERATING LEASES MATURITY 

NOTE 17 – GOODWILL

Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Under the guidance of ASC 350, goodwill is not amortized, rather it is tested for impairment annually, and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit and would be measured as the excess carrying value of goodwill over the derived fair value of goodwill.

The Company’s policy is to perform an annual impairment testing for its reporting units of each fiscal year. For the nine months ended March 31, 2023, the Company determined there were no indicators of impairment of goodwill.

On April 1, 2022 under the agreement Rayont Inc., through its wholly owned subsidiary No More Knots Holdings Pty Ltd, acquired 100% of the total outstanding shares and units of No More Knots Pty Ltd, No More Knots (Taringa) Pty Ltd and No More Knots (Newmarket) Pty Ltd in exchange for AUD3,000,000 (approximately USD 2,247,865) cash, payable in two tranches. The first trench of USD1,910,685 (AUD2,550,000) is paid on May 4, 2022 and the second tranche of USD337,180 (AUD450,000) is payable before or on January 31, 2023 if three conditions are met namely;

1. Achievement of EBIDTA of USD500,000 (AUD700,000) by June 30, 2022.

2. Former owner remain and transition the business until December 31, 2022.

3. Complete the opening of new branch by December 31,2022.

As of June 30, 2022 the business failed to meet the first condition so the amount of the USD110,000 (AUD150,000) has been deducted from the purchase price. The remaining conditions have been met by the vendor and as of December 31, 2022 is unconditional and it has been agreed to be paid on 31 January 2023. The parties have agreed that final settlement payment will be made on July 31, 2023.

No More Knots is home to over 45 tertiary qualified therapists who specialise in Remedial Massage and Myotherapy

On July 1, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary No More Knots (Ipswich) Pty Ltd, acquired the business of the Ipswich Massage from buyer OneDose Pty Ltd, in exchange for AUD825,000 (approximately USD600,000). Rayont will pay the purchase price in four instalments. As of today, it is remaining the last instalment that is due on July 5, 2023 in the amount of AUD51,000 (USD).

The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company is in the process of performing an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). The provisional allocation of the purchase price is based on management’s preliminary estimates. The management completed its analysis to finalize the purchase price allocation.

SCHEDULE OF PURCHASE PRICE ALLOCATION 

No More Knots Pty Ltd

No More Knots (Ipswich) Pty Ltd

NOTE 18 - SEGMENT REPORTING

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has reportable segment based on business unit, nutritional supplements and myotherapy; software and content business and reportable segment based on country, Australia and Malaysia.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

SCHEDULE OF SEGMENT REPORTING BUSINESS UNIT 

NOTE 19 - SIGNIFICANT EVENT

On July 1, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary No More Knots (Ipswich) Pty Ltd, acquired the business of the Ipswich Massage from buyer OneDose Pty Ltd, in exchange for AUD825,000 (approximately USD600,000). Rayont will pay the purchase price in four instalments. As of today, it is remaining the last instalment that is due on July 5, 2023 in the amount of AUD51,000 (USD).

The Company assesses this business acquisition and accounts for this transaction under ASC805 “Business Combination”. The fair value of the business acquired is considered provisional and subject to adjustment as additional information may obtain through the measurement period.

On August 22, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary Rayont Australia Pty Ltd, acquired 100% of the total outstanding shares and units of The SkinDNA Company Pty Ltd, in exchange for AUD750,000 (approximately USD500,000). Rayont paid by issuing 1,524,044 of its shares to the shareholder of record of The Skin DNA Company Pty Ltd. The Corporation’s common stock was valued at USD0.34 per share on the OTC Markets on August 22, 2022.

On November 25, 2022, the Company received a termination request from the former shareholders of The SkinDNA Company Pty Ltd. Both parties are discussing ways how to resolve the concerns each party has through informal mediation.

On September 1, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary Health Script Pty Ltd, acquired the assets from Tugun Compounding Pty Ltd, in exchange for AUD665,000 (approximately USD450,870). The sum of USD265,520 (AUD390,000) is made as “the Cash Payment” and USD 185,350 (AUD275,000) is paid by issuing 545,147 shares at $0.34 per share of Rayont Inc to the shareholder of record of Tugun Compounding Pty Ltd.

The Company is in the midst of assessing this acquisition whether should be accounted for as an acquisition of business or a group of assets under ASC805 “Business Combination”.

On September 1, 2022, under the agreement Rayont Inc., sold 100% of the total outstanding shares and units of Rayont (Australia) Pty Ltd, Prema Life Pty Ltd and Rayont Properties Pty Ltd ATF Rayont Property Trust, in exchange for AUD4,944,225 (approximately USD3,352,185) to the buyer Exit Properties Pty Ltd.

On September 3, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary Health Script Pty Ltd, acquired intangible and tangible assets from Prema Life Pty Ltd, in exchange for AUD1,050,000 (approximately USD718,725).

The Company is in the midst of assessing this acquisition whether should be accounted for as an acquisition of business or a group of assets under ASC805 “Business Combination”.

As of the date of this filing the Company has not completed and filed Form 8K for No More Knots Holdings Pty Ltd.’s acquisition as required by the SEC rules and regulations. The Company is in the process of completing all necessary documentation for the Form 8K filling. The Staff of the SEC has requested a time line for filing of Form 8-K/A and the Company has committed to file it on or before July 5, 2023.

The auditor’s review for current version of the Form 10Q has not been completed due to the fact that the valuation report for the acquisition of the business of Ipswich Massage, Prema Life and Tugun Compounding Pharmacy by an independent expert that not been completed. The company is in process of procuring these reports. Thus, as of the date of this filing, the Company’s Form 10Q is incomplete because auditor’s review was not performed and/or completed. Once the auditor’s review is ready, the Company will file an amendment to its Form 10-Q, reflecting that fact.

On March 28, 2022, Commonwealth Bank of Australia, the lender to subsidiaries of Rayont Inc, notified Rayont Holdings Pty Ltd (formerly known as No More Knots Holdings) and its subsidiaries that it has exercised its rights to enforce the security agreements as a result of defaults by appointing Michael McCann and Cameron Crichton of Grant Thornton as receivers and managers to following subsidiaries with immediate effect:

NOTE 20 - SUBSEQUENT EVENTS

On May 1, 2023, pursuant to a Sale and Purchase Agreement (the “Agreement”), Rayont Inc, the Registrant, (hereinafter referred to as the “Seller”) sold its Australian subsidiaries to a related party, Ali Kasa (the “Buyer”), for total consideration of USD3,346,903 (the “Purchase Price”).

The sale price for all companies in the amount of USD3,346,903 will be paid in the form of shares that the Seller owns in Rayont Inc (“RAYT”) and Quantum Capital Inc. (“QTCI”) The Seller will transfer 3,446,627 shares of Quantum Capital Inc with the price per share at USD0.51 and 2,648,539 shares of Rayont Inc with the price per share at USD0.60. The per share price of both RAYT and QTCI is based on the average price of each corporations’ shares on the OTC Markets over the last 30 trading days prior to May 1, 2023, the date of the agreement.

In return, the parties have agreed between the parties that Ali Kasa shall pay the loan that the subsidiary Rayont Holdings owes to Rayont Inc in the amount of USD784,521 and the loan that Rayont Holdings owes to Rayont International (L) Ltd in the amount of USD240,870. The total loan amount of USD1,025,391 will be paid with 1,708,985 shares of RAYT that Ali Kasa owns in Rayont Inc. with the price per share at USD0.60 which is based on the average price of the RAYT shares on the OTC Markets over the last 30 trading days prior to May 1, 2023, the date of the agreement.

The parties have also agreed that Ali Kasa shall pay all the liabilities of Rayont Inc Australian subsidiaries in Australia to third parties. As of May 1, 2023, these liabilities amounted to approximately USD3,000,000.

While this is a related party transaction, from an accounting basis it will be treated as arm’s length as this transaction is subject to an independent third-party evaluation report and the price may therefore change upward but not downwards based on the evaluation report.

The Company has evaluated any other events occurring from March 31, 2023 through the date these financial statements were issued and determined there are no additional events requiring disclosure.

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

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

Rayont Inc. (formerly Velt International Group Inc., or “Rayont” or the “Company”) is a Nevada corporation formed on February 7, 2011. The Company’s common stock are currently traded on the Over the Counter Pink Sheet under the symbol “RAYT”.

On November 19, 2018, the Company’s former principal shareholder, Mr. Chin Kha Foo, entered into a stock purchase agreement to transfer 60% of the Company’s issued and outstanding shares to Rural Asset Management Services, Inc., a Malaysian Labuan company (“Rural”). On December 14, 2018, Rural became the principal shareholder of the Company and Mr. Ali Kasa was appointed to be the Company’s President, CEO, CFO, and Secretary due to the change in control of the Company. Rural is an equity investment company with portfolio of interest in biotechnology, healthcare, cancer treatment research and technology, ICT and Crypto Currency. Rural has invested to companies located in Malaysia, Australia and the USA.

On January 22, 2019, the Company entered into an acquisition agreement with THF Holdings Pty Ltd., an Australian corporation and Rural, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of THF Holdings Pty Ltd. in exchange for 4,000,000 shares of the Company’s common stock, valued on January 22, 2019 at $1,000,000. THF Holdings Pty Ltd. is an Australian Cancer treatment and medical device company. Rural is the majority shareholder of THF Holdings Pty Ltd. In March 2019, the acquisition of THF Holdings Pty Ltd. was completed and THF Holdings Pty Ltd. became a subsidiary of the Company. In addition, the acquisition was accounted for business combination under common control of Rural. On August 25, 2020, the name THF Holdings Pty Ltd. was changed to Rayont (Australia) Pty Ltd. (“Rayont Australia”). This company was sold on September 1, 2022.

On January 24, 2019, the Company entered into an acquisition agreement with THF International (Hong Kong) Ltd., a Hong Kong company (“THF Hong Kong”) and the shareholders of THF Hong Kong, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of THF Hong Kong in exchange for 8,000,000 shares of the Company’s common stock, valued at $2,000,000 on January 24, 2019. On May 13, 2019, the Company executed an amendment to the acquisition agreement, wherein the Company agreed to acquire only 85% of THF Hong Kong and reduce the purchase price to 6,800,000 shares from 8,000,000 shares. On August 4, 2019, the Company and the THF Hong Kong agreed to terminate the acquisition.

On January 24, 2019, the Company entered into an acquisition agreement with Natural Health Farm (Labuan) Inc. (“NHF”) and the shareholders of NHF, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of NHF in exchange for 40,000,000 shares of the Company’s common stock, valued at $10,000,000 on January 24, 2019. NHF is a Malaysian company concentrating on clinical life sciences and holds an exclusive license for registering and commercializing Photosoft technology for treatment of all cancers in the Sub-Sahara African region. The technology has been licensed in Australia, New Zealand, China, Malaysia and Sub-Sahara Africa. The human clinical trial efforts have started in Australia and China conducted by Hudson Medical Institute, Australia. On August 4, 2019, the Company and NHF agreed to terminate the acquisition.

On August 26, 2020, the Company established Rayont Technologies Pty Ltd. (Rayont Technologies) through Rayont Australia. Rayont Technologies is an Australian corporation and is engaged primarily in digital learning solutions to support the development of people skills that drive business growth. This company was sold on January 31, 2022.

On September 30, 2020, the Company acquired all of the issued and outstanding capital stock of Rayont International (L) Limited (Rayont International), a Malaysian company. The purchase price paid by the Company was 25,714,286 shares of its common stock valued at $1,800,000 or $0.07 per share, which was the closing price of the Company’s common stock on the OTC Markets on September 29, 2020. Rayont International is a clinical-stage life sciences company that holds the exclusive license for registering and commercializing Photosoft^TM technology for treatment of all cancers across Sub-Sahara African region. The technology has been licensed in Australia, New Zealand, China, Malaysia and Sub-Sahara Africa. The exclusive license for License for Sub-Sahara Africa was sold on June 29, 2022 for the amount of USD 2,500,000 to the Nova Medical Group Pty Ltd.

On October 15, 2020, Rayont Technologies Pty Ltd entered into an agreement with Ms. Kayla Ranee Smith to purchase the assets of Workstar Tech (Aust) Pty Ltd for AUD 302,876.22 payable over 90 days upon Ms Smith transfers the assets to Rayont Technologies Pty Ltd. The assets that Rayont Technologies acquired under the agreement includes trademark, website, software, office assets. Rayont Technologies Pty Ltd was sold on January 31, 2022.

On December 23, 2020, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of Prema Life Pty Ltd, an Australian company (“Prema Life”), from TheAlikasa (Australia) Pty Ltd, Prema Life’s sole shareholder. The acquisition of Prema Life was completed, and Prema Life became a subsidiary of the Company. Prema Life is a HACCP certified manufacturer and supplier of functional foods and supplements, and of practitioner only naturopathic and homeopathic medicines. Prema Life produces an extensive range of products including proteins, green blends, sports nutrition, weight management and maintenance, and health and wellness products. In addition, the acquisition was accounted for business combination under common control. The method of accounting for such transfers, as well as the acquisition of businesses, was similar to the pooling of interest’s method of accounting. Under this method, the carrying amount of net assets recognized in the balance sheets of each combining entity are carried forward to the balance sheet of the combined entity. The amount by which the proceeds paid by the Company differs from Prema Life’s historical carrying value of the acquired business is accounted for as a return of capital or contribution of capital. In addition, transfers of net assets between entities under common control were accounted for as if the transfer occurred from the date that the Company and the acquired business were both under the common control and had begun operations. Prema Life Pty Ltd was sold on September 1, 2022.

On December 23, 2020, pursuant to an Acquisition Agreement, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of GGLG Properties Pty LTD, an Australian company (“GGLG”), from TheAlikasa (Australia) Pty Ltd, GGLG’s sole shareholder (the “Seller”). The Seller is an affiliate of the Company and therefore the acquisition is being treated as a related party transaction. In addition, the acquisition was accounted for business combination under common control. The method of accounting for such transfers, as well as the acquisition of businesses, was similar to the pooling of interest’s method of accounting. Under this method, the carrying amount of net assets recognized in the balance sheets of each combining entity are carried forward to the balance sheet of the combined entity. The amount by which the proceeds paid by the Company differs from GGLG ‘s historical carrying value of the acquired business is accounted for as a return of capital or contribution of capital. In addition, transfers of net assets between entities under common control were accounted for as if the transfer occurred from the date that the Company and the acquired business were both under the common control and had begun operations. The purchase price is $605,920, which is a 10% discount of the total amount of GGLG’s net tangible assets. The purchase price will be paid in six installments after a $265,300 down payment. In the event an installment payment is not paid timely, the Seller has agreed to accept shares of the Company valued at $0.87 per share. The price per share is based on a 20% discount of the average share price on the OTC Markets over the last 30 trading days.

On February 18, 2021 the Foreign Investment Review Board approved the capital stock transferring of GGLG Properties Pty Ltd to the Rayont Australia Pty Ltd. On March 9, 2021, the parties agreed to amend the acquisition agreements for the GGLG Properties Pty Ltd and as per Board Resolution, the Company issued 710,713 shares of its common stocks in leu of payment by Rayont Australia Pty Ltd of approximately $605,920 (AUD 800,000) to TheAlikasa Pty Ltd as full and final payment for the acquisition of 100% of the issued and outstanding common stock of GGLG. This company was sold on September 1, 2022.

On December 29, 2020, the Company incorporated Rayont Malaysia Sdn Bhd with a paid-up capital of $25 and Rayont Malaysia Sdn Bhd incorporated on December 31, 2020 Rayont Technologies (M) Sdn Bhd with a paid-up capital of $25 respectively to carry out its business activities in Malaysia. On February 5, 2021 Rayont Technologies (M) Pty Ltd entered into an Asset Purchase Agreement with Sage Interactive Sdn Bhd to purchase its assets in consideration of the payment of USD 105,000.00. These assets include software for remote learning, customer contracts, digital content and three key employees. These assets will operate in Malaysia under Workstar trademark and operation shall be integrated with Rayont Technologies Australia to drive efficiency and scale of digital assets operations. Rayont Technologies (M) Sdn Bhd was sold on January 31, 2022.

On April 1, 2022 under the agreement Rayont Inc., through its wholly owned subsidiary No More Knots Holdings Pty Ltd, acquired 100% of the total outstanding shares and units of No More Knots Pty Ltd, No More Knots (Taringa) Pty Ltd and No More Knots (Newmarket) Pty Ltd in exchange for AUD3,000,000 (approximately USD 2,247,865) cash, payable in two tranches. The first trench of USD1,910,685 (AUD2,550,000) is paid on May 4, 2022 and the second tranche of USD337,180 (AUD450,000) is payable before or on January 31, 2023 if three conditions are met namely;

1. Achievement of EBIDTA of USD500,000 (AUD700,000) by June 30, 2022.

2. Former owner remain and transition the business until December 31, 2022.

3. Complete the opening of new branch by December 31,2022.

As of June 30, 2022 the business failed to meet the first condition so the amount of the USD110,000 (AUD150,000) has been deducted from the purchase price. The remaining conditions have been met by the vendor and as of December 29,2022 is unconditional and it has been agreed to be paid on 31 January 2023. The parties have agreed that final settlement payment will be made on July 31, 2023.

No More Knots is home to over 45 tertiary qualified therapists who specialise in Remedial Massage and Myotherapy

As of this filing date, the Company has not completed and file its Form 8K as required by the SEC rules and regulations. The Company is in the process of completing all necessary documentation for the Form 8K filling in due time. The Staff of the SEC has requested a time line for filing of Form 8-K/A and the Company has committed to file it on or before July 5, 2023.

On May 14, 2022 Wonderfoods Retail Pty Ltd, a wholly owned subsidiary of Rayont (Australia) Pty Ltd, entered into an agreement with Jovestone Pty Ltd to purchase the business of Go Vita at Capalaba in consideration for USD6,918 (AUD10,000) and existing stock value at USD64,337 (AUD93,000) payable in three instalments. The total payment for the purchase of the business completed on August 17, 2022.

On June 29, 2022 Rayont (Australia) Pty Ltd (“Asset Seller”), Rayont International (L) Limited (“License Seller”) and Nova Medical Group Pty Ltd (“Buyer”) signed the Asset Sale Agreement for sale of Next Generation Photo Dynamic Therapy (NGPDT) License for Sub-Sahara Africa and its equipment for a consideration of USD3,500,000 where the consideration is split as follows:

● License for Sub-Sahara Africa – USD 2,500,000

● Equipment – USD 1,000,000

On July 1, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary No More Knots (Ipswich) Pty Ltd, acquired the business of the Ipswich Massage from buyer OneDose Pty Ltd, in exchange for AUD825,000 (approximately USD600,000). Rayont will pay the purchase price in four instalments. As of today, it is remaining the last instalment that is due on July 5, 2023 in the amount of AUD51,000 (USD).

The Company assesses this business acquisition and accounts for this transaction under ASC805 “Business Combination”. The fair value of the business acquired is considered provisional and subject to adjustment as additional information may obtain through the measurement period.

On August 22, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary Rayont Australia Pty Ltd, acquired 100% of the total outstanding shares and units of The SkinDNA Company Pty Ltd, in exchange for AUD750,000 (approximately USD500,000). Rayont paid by issuing 1,524,044 of its shares to the shareholder of record of The Skin DNA Company Pty Ltd. The Corporation’s common stock was valued at USD0.34 per share on the OTC Markets on August 22, 2022.

On November 25, 2022, the Company received a termination request from the former shareholders of The SkinDNA Company Pty Ltd. Both parties are discussing ways how to resolve the concerns each party has through informal mediation.

On September 1, 2022, Rayont Inc., through its wholly owned subsidiary Rayont Holdings Pty Ltd (formerly known as No More Knots Holdings Pty Ltd) incorporated Biomimic Pty Ltd for the amount of $70.

On September 1, 2022, Rayont Inc., through its wholly owned subsidiary Rayont Holdings Pty Ltd (formerly known as No More Knots Holdings Pty Ltd) incorporated Health Script Pty Ltd for the amount of $70.

On September 1, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary Health Script Pty Ltd, acquired the assets from Tugun Compounding Pty Ltd, in exchange for AUD665,000 (approximately USD450,870). The sum of USD265,520 (AUD390,000) is made as “the Cash Payment” and USD 185,350 (AUD275,000) is paid by issuing 545,147 shares at $0.34 per share of Rayont Inc to the shareholder of record of Tugun Compounding Pty Ltd.

The Company is in the midst of assessing this acquisition whether should be accounted for as an acquisition of business or a group of assets under ASC805 “Business Combination”.

On September 1, 2022, under the agreement Rayont Inc., sold 100% of the total outstanding shares and units of Rayont (Australia) Pty Ltd, Prema Life Pty Ltd and Rayont Properties Pty Ltd ATF Rayont Property Trust, in exchange for AUD4,944,225 (approximately USD3,352,185) to the buyer Exit Properties Pty Ltd.

On September 3, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary Health Script Pty Ltd, acquired intangible and tangible assets from Prema Life Pty Ltd, in exchange for AUD1,050,000 (approximately USD718,725).

The Company is in the midst of assessing this acquisition whether should be accounted for as an acquisition of business or a group of assets under ASC805 “Business Combination”.

About Rayont Inc

Rayont Inc is a Nevada USA company. Rayont operates in the personalized natural healthcare sector in USA and Australia.

Rayont uses scientific tools such as DNA, microbiome, iridology and other tests to personalize diagnoses, prescription and treatments of natural complementary and alternative medicine products, services and treatments to our patients in the markets we operate.

Results of Operations

Comparison of the three months ended March 31, 2023 and 2022

Revenue

There were $980,415 and $464,698 revenue generated for the three months ended March 31, 2023 and 2022, respectively. The increase was attributable to revenues generated from new subsidiaries that are acquired like No More Knots Pty Ltd, No More Knots (Taringa) Pty Ltd, No More Knots (Newmarket) Pty Ltd and some other subsidiaries that are incorporated like Wonder Foods Retail Pty Ltd, No More Knots (Ipswich) Pty Ltd and Health Script Pty Ltd, that were not part of the Company during the quarter ended on March 31, 2022. The Company continues looking for other opportunities which could potentially increase the revenues and profits of the Company.

Cost of Goods Sold

There were $265,562 and $309,440 cost of goods sold for the three months ended March 31, 2023 and 2022, respectively. The increase was attributable to the increased of revenues significantly for the quarter ended March 31, 2023.

Operating Expense

Our operating expenses consist of selling, general and administrative expenses, depreciation and amortization expense.

For the three months ended March 31, 2023 and 2022, there were a total of $1,004,529 and $435,153 operating expenses, respectively. The increase was primarily due to the increase in the revenues and increase of the staff for the Company.

Other Income

Other income was $4,953 and $514,320 for the three months ended March 31, 2023 and 2022, respectively.

Net Income / (Loss)

We had a net loss of $269,071 for the three months ended March 31, 2023, and a net income of $80,650 for the three months ended March 31, 2022 based on the factors discussed above.

Comparison of the nine months ended March 31, 2023 and 2022

Revenue

There were $3,768,517 and $1,826,585 revenue generated for the nine months ended March 31, 2023 and 2022, respectively. The increase was attributable to revenues generated from new subsidiaries that are acquired like No More Knots Pty Ltd, No More Knots (Taringa) Pty Ltd, No More Knots (Newmarket) Pty Ltd and some other subsidiaries that are incorporated like Wonder Foods Retail Pty Ltd, No More Knots (Ipswich) Pty Ltd and Health Script Pty Ltd, that were not part of the Company during the nine months ended on March 31, 2022. The Company continues looking for other opportunities which could potentially increase the revenues and profits of the Company.

Cost of Goods Sold

There were $1,367,481 and $999,906 cost of goods sold for the nine months ended March 31, 2023 and 2022, respectively. The increase was attributable to the increased of revenues significantly for the nine months ended March 31, 2023.

Operating Expense

Our operating expenses consist of selling, general and administrative expenses, depreciation and amortization expense.