UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

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

For the quarterly period ended September 30, 2021

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

For the transition period from ______________________ to ______________________

Commission file number: 333-206745

I-ON DIGITAL CORP.
(Exact name of registrant as specified in its charter)
(formerly known as I-ON Communications Corp.)

Delaware
 
46-3031328
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

15, Teheran-ro 10-gil, Gangnam-gu, Seoul, Korea 06234
(Address of principal executive offices, including zip code)

+82-2-3430-1200
(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, Par Value $0.0001

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Large accelerated filer  ☐
Accelerated filer  ☐
Non-accelerated filer  ☒
Smaller reporting company  ☒
 
Emerging growth company ☐
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.  ☐

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

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

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which
registered
Common Stock, $0.0001 par value per share
 
IONI
 
OTC Markets

The number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class
 
Outstanding as of November 12, 2021
Common Stock, $0.0001 par value per share
 
35,030,339 shares

Table of Contents

 
PART I – FINANCIAL INFORMATION
 
     
Item 1.
2
Item 2.
18
Item 3.
25
Item 4.
25
     
 
PART II – OTHER INFORMATION
 
     
Item 1.
26
Item 2.
26
Item 3.
26
Item 4.
26
Item 5.
26
Item 6.
26
     
 
27

PART 1 – FINANCIAL INFORMATION

Item 1.
Interim Consolidated Financial Statements

The unaudited interim consolidated financial statements of I-ON Digital Corp. and subsidiary (“we”, “our”, “us”, the “Company”) follow. All currency references in this report are to US dollars unless otherwise noted.

2
I-ON Digital Corp. and Subsidiary

Condensed Consolidated Balance Sheets (Unaudited)
                                     
   
September 30,
2021
   
December 31,
2020
 
             
ASSETS
           
             
Current assets:
           
Cash and cash equivalents
 
$
2,638,825
   
$
4,521,328
 
Restricted cash
   
1,603,511
     
1,746,324
 
Short-term financial instruments
   
703,857
     
771,140
 
Short-term loan receivable
   
126,593
     
137,868
 
Accounts receivables, net of allowance for doubtful accounts $638,924 and $619,336, respectively
   
4,287,878
     
3,006,084
 
Deferred tax assets - current
   
365,636
     
274,291
 
Prepaid expenses and other current assets
   
1,326,888
     
1,099,493
 
Total current assets
   
11,053,188
     
11,556,528
 
                 
Non-current assets:
               
Investments
   
93,215
     
101,517
 
Property and equipment, net
   
89,400
     
118,402
 
Intangible assets, net
   
208,609
     
232,400
 
Deposits
   
764,992
     
395,585
 
Deferred tax assets - non current
   
822,598
     
755,795
 
Total non-current assets
   
1,978,814
     
1,603,699
 
                 
Total Assets
 
$
13,032,002
   
$
13,160,227
 
                 
Liabilities and Stockholders’ Equity
               
                 
Current liabilities:
               
Accounts payable
 
$
599,875
   
$
626,919
 
Accrued expenses and other
   
1,612,506
     
1,835,463
 
Value added tax payable
   
43,535
     
233,477
 
Income tax payable
   
19,779
     
31,668
 
Short-term loan payable
   
337,581
     
505,515
 
Current portion of long term debt
   
21,090
     
206,765
 
Government grants outstanding
   
401,153
     
424,439
 
Total current liabilities
   
3,035,519
     
3,864,246
 
Long term debt, net of current portion
   
-
     
-
 
                 
Total liabilities
   
3,035,519
     
3,864,246
 
                 
Commitments and contingencies
   
     
 
                 
Stockholders’ Equity
               
Common stock - $0.0001 par value; authorized 100,000,000 shares; 35,030,339 shares issued and outstanding at September 30, 2021 and December 31, 2020
   
3,503
     
3,503
 
Treasury stock
   
(709,478
)
   
(709,478
)
Additional paid-in-capital
   
3,713,370
     
3,713,370
 
Accumulated other comprehensive income (loss)
   
(725,501
)
   
289,933
 
Accumulated retained earnings
   
7,234,130
     
5,517,785
 
Total company stockholders’ equity
   
9,156,024
     
8,815,113
 
Preferred stock (I-ON Korea) - $0.4380 par value; authorized 2,000,000 shares; 157,142 shares issued and outstanding at September 30, 2021 and none at December 31, 2020.
   
475,036
     
475,036
 
Non-controlling interests
   
5,423
     
5,832
 
Total stockholders’ equity
   
9,996,483
     
9,295,981
 
                 
Total Liabilities and Stockholders’ Equity
 
$
13,032,002
   
$
13,160,227
 

See accompanying notes to unaudited condensed consolidated financial statements.

4
I-ON Digital Corp. and Subsidiary

Condensed Consolidated Statements of Operations (Unaudited)

  Three-Month Ended September 30,    
Nine-Month Ended September 30,
 
    2021     2020     2021     2020  
                         
Net sales
 
$
3,616,267
   
$
2,306,668
    $ 12,224,926     $ 6,263,131  
Cost of goods sold
   
2,494,644
     
1,497,499
      8,626,293       4,235,923  
Gross profit
   
1,121,623
     
809,169
      3,598,633       2,027,208  
                                 
Operating expense:
                               
Research and development
   
239,108
     
96,932
      835,364       501,093  
General and administrative
   
491,738
     
389,215
      1,569,211       1,310,845  
Total operating expense
   
730,846
     
486,147
      2,404,575       1,811,938  
                                 
Income from operations
   
390,777
     
323,022
      1,194,058       215,270  
                                 
Other income (expense):
                               
Interest income
   
9,072
     
10,037
      32,595       33,007  
Foreign currency transaction gain (loss)
   
(6,953
)
   
(535
)
    (29,912 )     10,443  
Miscellaneous income (expense), net
   
12,603
     
(8,977
)
    23,622       50,229  
Interest expense
   
(2,512
)
   
(5,194
)
    (10,866 )     (18,470 )
Total other income (expense), net
   
12,210
     
(4,669
)
    15,439       75,209  
                                 
Income before provision for income taxes, and non-controlling interest
   
402,987
     
318,353
      1,209,497       290,479  
                                 
Provision (benefit) for income tax
   
(579,022)
     
24,748
      (506,439)       132,933  
                                 
Net income before non-controlling interest
   
982,009
     
293,605
      1,715,936       157,546  
                                 
Non-controlling interest income (loss)
   
89
     
25
      (409 )     422  
                                 
Net income
 
$
981,920
   
$
293,580
    $ 1,716,345     $ 157,124  
                                 
Comprehensive income statement:                                
Net income
 
982,009
   
293,605
   
1,715,936
   
157,546
 
Foreign currency translation gain (loss)  
(468,727
)
 
162,903
   
(1,015,434
)
 
(84,925
)
Total comprehensive income
 
441,363
   
456,508
   
700,502
   
72,621
 
   
     
     
     
   
Earnings per share – Basic  
     
     
     
   
Net income before non-controlling interest  
0.03
   
0.01
   
0.05
   
0.00

Non-controlling interest  
0.00
   
0.00
   
(0.00 )  
0.00
 
Earnings per share to stockholders  
0.03
   
0.01
   
0.05
   
0.00

   
     
     
     
   
Earnings per share – Diluted  
     
     
     
   
Net income before non-controlling interest  
0.03
   
0.01
   
0.05
   
0.00

Non-controlling interest  
0.00
   
0.00
   
(0.00 )  
0.00
 
Earnings per share to stockholders  
0.03
   
0.01
   
0.05
   
0.00

                                 
Weighted average number of common shares outstanding:                                
Basic     35,030,339       35,030,339       35,030,339       35,030,339  
Diluted     35,030,339       35,030,339       35,030,339       35,030,339  

See accompanying notes to unaudited condensed consolidated financial statements.

5
I-ON Digital Corp. and Subsidiary

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

                                 
Accumulated
   
Total
                   
               
Additional
               
Other
   
Company
   
Non-
         
Total
 
   
Common Stock
   
Paid-In
   
Retained
   
Treasury
   
Comprehensive
   
Stockholders'
   
Controlling
   
Preferred
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Earnings
   
Stock
   
Income (Loss)
   
Equity
   
Interest
   
Stock
   
Equity
 
                                                             
Balance at December 31, 2020
    35,030,339     $ 3,503     $ 3,713,370     $ 5,517,785     $ (709,478 )   $ 289,933     $ 8,815,113     $ 5,832     $ 475,036     $ 9,295,981  
                                                                                 
Foreign currency translation
    -
      -       -
      -       -       (558,140 )     (558,140 )     -       -       (558,140 )
Net income(loss)
    -
      -       -       (273,992 )     -       -       (273,992 )     (889 )     -       (274,881 )
                                                                                 
Balance at March 31, 2021
   
35,030,339
   
$
3,503
   
$
3,713,370
   
$
5,243,793
   
$
(709,478
)
 
$
(268,207
)
 
$
7,982,981
   
$
4,943
   
$
475,036
   
$
8,462,960
 
                                                                                 
Foreign currency translation
    -
      -       -
      -       -      
11,433
     
11,433
      -       -      
11,433
 
Net income(loss)
    -       -       -      
1,008,417
      -       -      
1,008,417
     
391
      -      
1,008,808
 
                                                                                 
Balance at June 30, 2021
   
35,030,339
   
$
3,503
   
$
3,713,370
   
$
6,252,210
   
$
(709,478
)
 
$
(256,774
)
 
$
9,002,831
   
$
5,334
   
$
475,036
   
$
9,483,201
 
                                                                                 
Foreign currency translation
    -
      -               -       -       (468,727 )     (468,727 )     -       -       (468,727 )
Net income(loss)
    -
      -       -       981,920       -       -       981,920       89       -       982,009  
                                                                                 
Balance at September 30, 2021
    35,030,339    
3,503    
3,713,370    
7,234,130    
(709,478 )  
(725,501 )  
9,516,024    
5,423    
475,036    
9,996,483  

                                 
Accumulated
   
Total
                   
               
Additional
               
Other
   
Company
   
Non-
         
Total
 
   
Common Stock
   
Paid-In
   
Retained
   
Treasury
   
Comprehensive
   
Stockholders'
   
Controlling
   
Preferred
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Earnings
   
Stock
   
Income (Loss)
   
Equity
   
Interest
   
Stock
   
Equity
 
                                                             
Balance at December 31, 2019
   
35,030,339
   
$
3,603
   
$
3,646,740
   
$
3,897,337
   
$
(709,478
)
 
$
(259,960
)
 
$
6,578,242
   
$
5,401
   
$
475,036
   
$
7,058,679
 
                                                                                 
Foreign currency translation
    -
      -       -       -       -      
(371,704
)
   
(371,704
)
    -       -      
(371,704
)
Stock compensation expense
    -       -       22,176       -       -       -       22,176       -       -       22,176  
Net income(loss)
    -       -       -      
126,110
      -       -      
126,110
     
(2,593
)
    -      
123,517
 
                                                                                 
Balance at March 31, 2020
   
35,030,339
   
$
3,603
   
$
3,668,916
   
$
4,023,447
   
$
(709,478
)
 
$
(631,664
)
 
$
6,354,824
   
$
2,808
   
$
475,036
   
$
6,832,668
 
                                                                                 
Foreign currency translation
    -
      -       -       -       -       123,876       123,876       -       -       123,876  
Stock compensation expense
    -       -       22,177       -       -       -       22,177       -       -       22,177  
Net income(loss)
    -       -       -       (262,566 )     -       -       (262,566 )     2,990       -       (259,576 )
                                                                                 
Balance at June 30, 2020
    35,030,339     $ 3,603     $ 3,691,093     $ 3,760,881     $ (709,478 )   $ (507,788 )   $ 6,238,311     $ 5,798     $ 475,036     $ 6,719,145  
                                                                                 
Reclassification of issuance of common stock in connection with equity purchase agreement
    -       (100 )     100       -       -

    -       -       -       -       -  
Foreign currency translation
    -
      -       -       -       -       162,903       162,903       -       -       162,903  
Stock compensation expense
    -       -       22,177               -       -       22,177       -       -       22,177  
Net income(loss)
    -       -       -       293,580       -       -       293,580       25       -       293,605  
                                      -                                          
Balance at September 30, 2020
    35,030,339     $ 3,503     $ 3,713,370     $ 4,054,461     $ (709,478 )   $ (344,885 )   $ 6,716,971     $ 5,823     $ 475,036     $ 7,197,830  

See accompanying notes to unaudited condensed consolidated financial statements.

6
I-ON Digital Corp. and Subsidiary

Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months ended
 
September 30,
2021
   
September 30, 2020
 
             
Cash flows from operating activities:
           
Net income
 
$
1,716,345
   
$
157,124
 
Adjustments to reconcile net income (loss) to net cash used in operating activities:
               
Non-controlling interest
   
(409
)
   
422
 
Depreciation - fixed assets
   
54,537
     
81,576
 
Amortization of intangible assets
   
23,660
     
21,914
 
Stock options expense
   
-
     
66,530
 
                 
Changes in operating assets and liabilities:
               
Account receivable, net
   
(1,461,280
)
   
1,644,070
 
Prepaid expenses and other current assets
   
(332,429
)
   
(217,295
)
Deposit
   
(420,901
)
   
(16,827
)
Deferred taxes
   
(253,938
)
   
78,287
 
Account payable
   
(113,756
)
   
243,618
 
Accrued expenses and other
   
(76,325
)
   
(336,097
)
Value added tax payable
   
(178,989
)
   
75,019
 
Income tax payable
   
(9,743
)
   
(7,887
)
Net cash provided by (used in) operating activities
   
(1,053,227
)
   
1,790,454
 
                 
Cash flows from investing activities:
               
Proceeds from sale (purchases of) investments
    4,421
      (41,641 )
Purchases of long-term investments
   
-
   
-
 
Purchases of property and equipment
   
(34,297)
     
(9,336
)
Purchases of intangible assets
   
(18,647
)
   
(33,966
)
Payments received from short-term loan receivable
    -       83,282  
Loans provided under short-term loans
    -       (41,641 )
Net cash used in investing activities
   
(48,524
)
   
(43,302
)
                 
Cash flows from financing activities:
               
Principal payments on long-term debt
   
(176,807
)
   
(114,488
)
Payments on short-term borrowings
    (132,625 )     -
 
Net receipt of government grants
   
11,969
     
505,552
 
Net cash provided by (used in) financing activities
   
(297,463
)
   
391,064
 
                 
Effect of foreign currency translation on cash and cash equivalents
   
(626,102
)
   
14,093
 
                 
Net increase (decrease) in cash and cash equivalents
   
(2,025,316
)
   
2,152,309
 
                 
Cash and cash equivalents including restricted cash, beginning of period
   
6,267,652
     
2,978,784
 
                 
Cash and cash equivalents including restricted cash, end of period
 
$
4,242,336
   
$
5,131,093
 
                 
Supplemental disclosure of cash flow information:
               
Interest paid
 
$
10,866
   
$
18,470
 
Taxes paid
 
$
15,760
   
$
19,764
 

See accompanying notes to unaudited condensed consolidated financial statements.

7
I-ON Digital Corp. and Subsidiary

Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1:
Organization and Operations

I-ON Digital Corp. (“the Company”) was incorporated on July 5, 1999 and is engaged in developing and supplying computerized system. The corporate headquarter is located at 15 Teheran-ro 10-gil Gangnam-gu Seoul, South Korea.  The Company provides enterprise content management services to customers primarily in Korea, Japan, Malaysia and Indonesia, by developing industry-leading products such as ICS (web content management system), iDrive (e-document management system), LAMS (load aggregator’s management system), e.Form (mobile contract system), IDAS (digital asset management system) and ICE (content delivery system).

I-ON, Ltd is the Japanese subsidiary of the Company incorporated in 2002. The total assets of I-ON, Ltd is approximately $601,147. The Company has 99.5% ownership of I-ON, Ltd.

On or about August 1, 2021, the Company’s wholly-owned subsidiary I-On Communications, Ltd. (“Communication”) formed a new wholly-owned subsidiary named eformworks Co., Ltd. (“e.Form”) into which Communications moved its electronic signature operations.  Communications contributed KRW 300,000,000 to e.Form to subscribe for its founders shares and own 100% of the outstanding capital stock of e.Form.

NOTE 2:
Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of I-ON Communication Co., Ltd. and its 99.5% owned subsidiary, I-ON, Ltd. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. The accompanying unaudited condensed consolidated financial statements and the notes hereto are reported in US Dollars.

The unaudited condensed consolidated financial statements were prepared and presented in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation. Non-controlling interests represent the portion of earnings that is not within the parent Company’s control. These amounts are required to be reported as equity instead of as a liability on the unaudited condensed consolidated balance sheet. ASC requires net income or loss from non-controlling minority interests to be shown separately on the unaudited condensed consolidated statements of operations.

The unaudited condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. The unaudited information contained herein has been prepared on the same basis as the Company’s audited consolidated financial statements, and, in the opinion of the Company’s management, includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information for the periods presented. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2021 or any future period.

Use of Estimates in the Preparation of Financial Statements

The preparation of these unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the unaudited condensed consolidated financial statements. The more significant estimates and assumptions by management include among others: common stock valuation, and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

8

I-ON Digital Corp. and Subsidiary

Notes to Condensed Consolidated Financial Statements (Unaudited)
Foreign Currency Transaction and Translation

The Company’s principal country of operations is Korea. The financial position and results of operations of the Company are determined using the local currency, Korean Won (“KRW”), as the functional currency.


●
I-ON, Ltd (Japanese subsidiary) – The financial position and results of operations of I-ON, Ltd, the Japanese subsidiary of the Company, are initially recorded using its local currency, Japanese Yen (“JPY”). Assets and liabilities denominated in foreign currency are translated to the functional currency at the functional currency rate of exchange at the balance sheet date. The results of operations denominated in foreign currency are translated at the average rate of exchange during the reporting period. All differences are reflected in profit or loss. As of September 30, 2021 and December 31, 2020, the exchange rate was JPY 10.58 and JPY 10.54 per KRW, respectively. The average exchange rate for the nine months ended September 30, 2021 and 2020 was JPY 10.41 and JPY 11.17 per KRW, respectively.


●
Consolidation – Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the exchange rates prevailing at the balance sheet date.  The results of operations are translated from KWR to US Dollar at the weighted average rate of exchange during the reporting period. The registered equity capital denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. All translation adjustments resulting from the translation of the financial statements into the reporting currency, US Dollar, are dealt with as a component of accumulated other comprehensive income. As of September 30, 2021 and December 31, 2020, the exchange rate was KRW 1,184.90 and KRW 1,088.00 per US Dollar, respectively. The average exchange rate for the nine months ended September 30, 2021 and 2020 was KRW 1,131.01 and KRW 1,200.74, respectively.

Translation adjustments were a net loss of $468,727 and net gain of $162,903 for the three-month ended September 30, 2021 and 2020, respectively, and a net loss of $996,830 and net loss of $84,925 for the nine-month ended September 30, 2021 and 2020, respectively.

Segment Reporting

FASB ASC 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available and that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief executive officer has been identified as the chief decision maker.

The Company generates revenues from two geographic areas, consisting of Korea and Japan. The following enterprise-wide disclosure is prepared on a basis consistent with the preparation of the consolidated financial statements:

   
September 30,
2021
 
December 31,
2020
 
Korea
           
Current assets
 
$
10,452,315
   
$
10,998,742
 
Non-current assets
   
1,978,540
     
1,603,402
 
Current liabilities
   
2,650,247
     
3,535,680
 
Non-current liabilities
   
-
     
-
 
                 
Japan
               
Current assets
 
$
600,873
   
$
557,786
 
Non-current assets
   
274
     
297
 
Current liabilities
   
385,272
     
328,566
 
Non-current liabilities
   
-
     
-
 


Nine-month
Ended September 30,


Three-month
Ended September 30,

 
2021

2020
    2021
    2020
 
Korea
                   
Net Sales
 
$
11,093,996
   
$
4,882,750
    $ 3,192,359     $
2,004,711  
                                 
Japan
                               
Net Sales
 
$
1,130,930
   
$
1,380,381
    $
423,908     $ 301,957  

9

I-ON Digital Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)
Revenue Recognition – Adoption of ASC Topic 606, “Revenue from Contracts with Customers”

Revenues are recognized when control of the promised services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company’s revenue consists of services provided and commissions. These revenue sources are as follows:


●
Royalty – the Company receives a fixed amount of royalties from company in Japan for providing rights to sell the Company’s products in Japanese market. Revenue is recognized over the contract and service period and when collectability is reasonably assured.


●
License Solution & Services – the Company recognizes revenue on installation of the web-content management software, services provided for installation, and customization.


●
Customizing Services – the Company recognizes revenue from processing transactions between businesses and their customers. Revenue is recognized over the contract and service period and when service for the contract is completed.


●
Maintenance – the Company recognizes revenue over the contract term based on percentage-of-completion method.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Restricted cash represents cash deposits which is restricted by the financial institutions for the loans the financial institutions having with the Company’s chief executive officer. The loans with the financial institutions are amounted to approximately $1,603,000 and $1,572,000 at September 30, 2021 and December 31, 2020, respectively, and expires on various days during 2021, unless extended. The loans, bearing various interest rates, are guaranteed by the Company and the restricted cash deposits of the Company are provided to the financial institutions as collateral.

This arrangement could be considered as a violation of Section 402 of the Sarbanes-Oxley Act of 2002 amended the Securities Exchange Act of 1934 to prohibit U.S. and foreign companies with securities traded in the United States from making, or arranging for third parties to make, nearly any type of personal loan to their directors and executive officers. Violations of the Sarbanes-Oxley loan prohibition are subject to the civil and criminal penalties applicable to violations of the Exchange Act.

Research and Development

Research and development costs are expensed as incurred. Research and development costs include travel, payroll, and other general expenses specific to research and development activities. Research and development cost for three months ended September 30, 2021 and 2020 was $239,108 and $96,932, respectively, and for the nine months ended September 30, 2021 and 2020 was $835,364 and $501,093, respectively.

Impairment analysis for long-lived assets and intangible assets

The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment and FASB ASC 205 Presentation of Financial Statements.  The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset.  If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.  Impairment evaluations involve management’s estimates on asset useful lives and future cash flows.  Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions.  Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company had not experienced impairment losses on its long-lived assets and intangible assets during any of the periods presented.

Government Grants

Government grants are not recognized unless there is reasonable assurance that the Company will comply with the grants’ conditions and that the grants will be received. Government borrowings, which are lower than the market interest rate, are regarded as government grants. The grant is measured from the difference between the fair values of the government borrowings computed using the market interest rate and the acquisition cost of the grant. Government grants whose primary condition is that the Company purchase, construct or otherwise acquire long-term assets are deducted in calculating the carrying amount of the asset. The grant is recognized in profit or loss over the life of a depreciable asset as a reduced depreciation expense.

Government grants which are intended to compensate the Company for expenses incurred are recognized as other income in profit or loss over the periods in which the Company recognizes the related costs as expenses. There are government grants outstanding of $401,153 and $424,439 as of September 30, 2021 and December 31, 2020, respectively.

Earnings Per Share

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations. Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

10

I-ON Digital Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)
Fair Value Measurements

The Company follows FASB ASC Topic 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.  ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available.  Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value on a recurring basis.

The three levels of inputs are as follows:


Level 1
Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.


Level 2
Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities.


Level 3
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments include cash and cash equivalents, restricted cash, short-term financial instruments, short-term loans, accounts receivable, investments, accounts payables and debt. The carrying values of these financial instruments approximate their fair value due to their short maturities.  The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us.

The Company also has financial instruments classified within the fair value hierarchy, which consists of the following:


●
Investments in privately-held companies, where quoted market prices are not available, accounted for as available-for-sale securities, classified as Level 3 within the fair value hierarchy, and are recorded as an asset on the consolidated balance sheet

●
An equity purchase put option that meets the definition of a derivative, classified as Level 3 within the fair value hierarchy, which is recorded as an asset on the consolidated balance sheet

The derivatives are evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of the Level 3 financial instruments was determined with the assistance of an independent third-party valuation specialist using an Option Pricing Model.

The following table summarizes the Company’s fair value measurements by level for the assets measured at fair value on a recurring basis:

   
Level 1
   
Level 2
   
Level 3
 
                   
Available-for-sale securities
 
$
-
   
$
-
   
$
93,215
 
Common stock purchase warrant
   
-
     
-
     
-
 
Equity purchase put option
   
-
     
-
     
-
 
Fair value, at September 30, 2021
 
$
-
   
$
-
   
$
93,215
 

The following table summarizes the Company’s fair value measurements by level at December 31, 2020 for the assets measured at fair value on a recurring basis:

   
Level 1
   
Level 2
   
Level 3
 
                   
Available-for-sale securities
 
$
-
   
$
-
   
$
101,517
 
Common stock purchase warrant
   
-
     
-
     
-
 
Equity purchase put option
   
-
     
-
     
-
 
Fair value, at December 31, 2020
 
$
-
   
$
-
   
$
101,517
 

11

I-ON Digital Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)
Recently Issued Accounting Pronouncements

Pronouncements Not Yet Effective

  ●
Reference Rate Reform

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard provides optional guidance for a limited time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this standard apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The amendments in this standard are elective and are effective upon issuance for all entities. The Company is evaluating the expedients and exceptions provided by the amendments in this standard to determine their impact.

Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements.

Pronouncements Adopted


●
Fair Value Measurements

In August 2018, the FASB amended “Fair Value Measurements” to modify the disclosure requirements related to fair value. The amendment removes requirements to disclose (1) the amount of and reasons for transfers between levels 1 and 2 of the fair value hierarchy, (2) our policy related to the timing of transfers between levels, and (3) the valuation processes used in level 3 measurements. It clarifies that, for investments measured at net asset value, disclosure of liquidation timing is only required if the investee has communicated the timing either to us or publicly. It also clarifies that the narrative disclosure of the effect of changes in level 3 inputs should be based on changes that could occur at the reporting date. The amendment adds a requirement to disclose the range and weighted average of significant unobservable inputs used in level 3 measurements. Adoption did not have an impact on the Company’s unaudited condensed consolidated results of operations, consolidated financial position, and cash flows.


●
Retirement Plans

In August 2018, the FASB amended “Retirement Plans” to modify the disclosure requirements for defined benefit plans. For the Company, the amendment requires the disclosure of the weighted average interest crediting rate used for cash balance plans and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. It removes the requirement to disclose the approximate amount of future benefits covered by insurance contracts. Adoption did not have an impact on the Company’s consolidated results of operations, consolidated financial position, and cash flows.


●
Intangibles – Goodwill and other – Internal-Use Software

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company adopted the updated disclosure requirements of ASU No. 2018-15 in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and the impact from this standard to be immaterial.


●
Financial Instruments

In March 2016, the FASB amended “Financial Instruments” to provide financial statement users with more decision-useful information about the expected credit losses on debt instruments and other commitments to extend credit held by a reporting entity at each reporting date. During November 2018 and April 2019, the FASB made amendments to the new standard that clarified guidance on several matters, including accrued interest, recoveries, and various codification improvements. The new standard, as amended, replaces the incurred loss impairment methodology in the current standard with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to support credit loss estimates.  The new guidance is effective for us on January 1, 2020, and in the first half of 2019 and there is no material impact on the Company’s consolidated results of operations, consolidated financial position, and cash flows.

12

I-ON Digital Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)
NOTE 3:
Long-term Debt

Long-term debt consisted of the following:

   
September 30,
2021
   
December 31,
2020
 
             
A note payable to a financial institution bearing interest at 2.81% and 2.54% at September 30, 2021 and December 31, 2020, respectively, and guaranteed by the officer of the Company. The Company was required to make interest-only payments until December 2020, then monthly payments of both principal and interest starting from January 2021.
 
$
21,090
   
$
206,765
 
                 
Long-term debt
 
$
21,090
   
$
206,765
 
Less: current portion
   
(21,090
)
   
(206,765
)
Long-term debt, net of current portion
 
$
-
   
$
-
 

The long-term debt contains certain covenants, and the Company was in compliance with the covenants.

NOTE 4:
Line of Credit

The Company has lines of credit with financial institutions for total amount of approximately $3,400,000 that expires in various months in 2021, unless extended. There was no outstanding balance under the credit lines at September 30, 2021 The lines of credit, bearing various interest rates are guaranteed by the officer of the Company.

The Company has an arrangement with its customers and a financial institution, in which the Company’s customers issue electronic invoices with the Company as the recipient. The Company can use these receivables as collateral for loans up to approximately $5,000,000 and $5,500,000 as of September 30, 2021 and December 31, 2020, respectively. The Company receives its payments due when the customer fully pays the invoices to the financial institution. The interest rates vary depending on the Company’s customers’ credit ratings. The Company has no borrowings outstanding as of September 30, 2021 and December 31, 2020, respectively. The maturity date of the arrangement varies on the dates of the original transactions.

NOTE 5:
Short Term Loan Payable

The Company has a short-term loan with a financial institution bearing interest rate of 2.575% expiring July 16, 2022.  All amounts outstanding are due on July 16, 2022, however, the Company may make earlier payments without any penalty.  The total amount outstanding was approximately $338,000 and $506,000 at September 30, 2021 and December 31, 2020, respectively.  The short-term loan is guaranteed by the officer of the Company.

13

I-ON Digital Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)
NOTE 6:
Investments

Available-for-sale securities

The Company’s investments also include privately-held companies, where quoted market prices are not available, and the cost method, combined with other intrinsic information, is used to assess the fair value of the investment.

The following table summarize the Company’s investment securities:

Available-for-sale securities
 
Percentage of
Ownership
   
September 30, 2021
   
December 31, 2020
 
4Grit
   
2.50
%
 
$
42,201
   
$
45,960
 
E-channel
   
0.07
%
 
$
39,915
   
$
43,470
 
KSFC
   
0.00
%
 
$
11,099
   
$
12,087
 
Total investment securities
         
$
93,215
   
$
101,517
 

NOTE 7:
Commitments and Contingencies

Royalty

On February 15, 2006, the Company agreed to provide the rights to Ashisuto to sell the products in the Japanese market. Per the agreement, the contract period is automatically extended by 5 years up to 20 years.

Operating Leases

The Company leases its office under non-cancelable operating leases that expire on dates through December 2021. The lease is automatically extended upon agreement of both parties. Rent expense for all operating leases for the three-month ended September 30, 2021 and 2020 was $37,135 and $34,978, respectively, and for the nine-month ended September 30, 2021 and 2020 was $111,405 and $94,442, respectively.

NOTE 8:
Related Party Transactions

The Company receives loan guarantees from the chief executive officer with regards to its long-term borrowing, and the Company’s restricted cash is provided as collateral to the Company’s chief executive officer’s loans.

NOTE 9:
Earnings Per Share

The Company calculates earnings per share in accordance with FASB ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Potentially dilutive common shares consist of stock options outstanding (using the treasury method).

14

I-ON Digital Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)
The following table sets forth the computation of basic and diluted net income per common share:

   
Three-Month Period
Ended September 30,
   
Nine-Month Period
Ended September 30,
 
Periods Ended
 
2021
   
2020
    2021
    2020
 
                         
Net income before non-controlling interest
 
$
982,009
   
$
293,605
    $ 1,715,936     $ 157,546  
Non-controlling interest
   
89
     
25
      (409 )     422  
Net income
   
981,920
     
293,580
      1,716,345       157,124  
                                 
Weighted-average shares of common stock outstanding:
                               
Basic
   
35,030,339
     
35,030,339
      35,030,339       35,030,339  
Dilutive effect of common stock equivalents arising from share option, excluding antidilutive effect from loss
   
-
     
-
      -       -  
Dilutive shares
   
35,030,339
     
35,030,339
      35,030,339       35,030,339  
                                 
Earnings per share - Basic
                               
Net income (loss) before non-controlling interest
 
$
0.03
   
$
0.01
    $ 0.05     $ 0.00

Non-controlling interest
 
$
0.00
   
$
0.00
    $ (0.00 )   $ 0.00  
Earnings per share to stockholders
 
$
0.03
   
$
0.01
    $ 0.05     $ 0.00

                                 
Earnings per share - Diluted
                               
Net income (loss) before non-controlling interest
 
$
0.03
   
$
0.01
    $ 0.05     $ 0.00

Non-controlling interest
 
$
0.00
   
$
0.00
    $ (0.00 )   $ 0.00  
Earnings per share to stockholders
 
$
0.03
   
$
0.01
    $ 0.05     $ 0.00


No non-vested share awards or non-vested share unit awards were antidilutive for the nine months ended September 30, 2021 and 2020.

NOTE 10:
 Non-Controlling Interest-Issuance of Preferred Stock by Subsidiary

On April 9, 2019, The Company’s subsidiary, I-ON Communication Korea issued 157,142 shares of redeemable convertible preferred stock at a price of KRW 3,500 per share for proceeds of KRW 549,997,000. The convertible preferred stock agreement contains provisions as follows:


●
Voting rights – The preferred shareholder may have same voting rights as common stock shareholder (1:1)

●
2% annual dividend

●
Liquidating rights

●
Conversion rights to common stock

●
Call option by preferred shareholder - Preferred stock may be converted to common stock anytime at a fixed conversion price of KRW 3,500

●
Call option by I-ON Communication – Should I-ON Communication exercise to redeem preferred stock, I-ON Communication is required to re-purchase for KRW 3,500 per share and 7% annual interest compounded.

The Company accounted for the issuance of preferred stock under ASC 810-10-45-23, Consolidation, and was treated as equity transaction as the parent’s ownership interest retains control of a subsidiary. The preferred stock issuance by a subsidiary to noncontrolling interest holders was reflected as a noncontrolling interest in the financial statements of the parent at the amount of the cash proceeds received.

The convertible preferred shares meet definition of equity instrument and contain a put option that is not outside the Company’s control and the conversion to common stock is at a fixed, determinable share conversion price at KRW 3,500 per share.

NOTE 11:
Subsequent Events

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the financial statements were available for issuance are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

15

I-ON Digital Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited interim consolidated financial statements for the three and nine months ended September 30, 2021 and 2020 and as of September 30, 2021 and December 31, 2020 are expressed in US dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter. Our unaudited consolidated financial statements and notes included therein have been prepared on a basis consistent with and should be read in conjunction with our audited financial statements and notes for the year ended December 31, 2020, as filed in our annual report on Form 10-K.

The following discussion should be read in conjunction with our interim financial statements and the related notes that appear elsewhere in this quarterly report.

Business Overview

Organization and Corporate History

I-ON Digital Corp. (formerly known as I-ON Communications Corp.) was incorporated under the laws of the State of Delaware on June 18, 2013 as ALPINE 3 Inc. Alpine 3 Inc. was set up to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. ALPINE 3 did not undertake any effort to cause a market to develop in its securities, either debt or equity, before it successfully concluded a business combination. On April 4, 2014, The Michael J. Rapport Trust (the “Trust”) purchased 10,000,000 shares of common stock which was all of the outstanding shares of Alpine 3, Inc., and subsequently changed the name to Evans Brewing Company Inc. (“EBC”) on May 29, 2014. On October 9, 2014 the Trust agreed to the cancellation of 9,600,000 of the shares of common stock that it had acquired and retained 400,000 shares of common stock.

On October 15, 2014, Bayhawk and EBC entered into an Asset Purchase and Share Exchange Agreement (the “Agreement”), subject to receiving approval of the independent Bayhawk shareholders who voted on the transaction. On September 17, 2015, the independent Bayhawk shareholders approved the agreement and Bayhawk sold to EBC and EBC purchased from Bayhawk assets of Bayhawk, including but not limited to the assets relating to the Bayhawk Ales label and the Evans Brands (collectively, the “Transferred Assets”). Bayhawk retained ownership of 100% of the stock in Evans Brewing Co. (CA) (“Evans Brewing California”) which has the brewers license at City Brewery in Lacrosse, WI. Based on the affirmative vote by the independent Bayhawk shareholders to approve the Asset Purchase transaction, EBC proceeded with the share exchange and tender offer to the Bayhawk shareholders, pursuant to which EBC offered to exchange shares of EBC common stock for shares of Bayhawk common stock, on a one-for-one basis (the “Exchange Offer”). At the close of the share exchange on December 2, 2015, 4,033,863 Bayhawk shares were accepted and exchanged for 4,033,863 shares of EBC common stock.

On January 25, 2018, Evans Brewing Company, Inc. consummated an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”), with I-ON Communications Co., Ltd., a company organized under the laws of the Republic of Korea (South Korea) (“I-ON”) and I-ON Acquisition Corp., a wholly-owned subsidiary of the Company (“Acquisition”). Pursuant to the terms of the Merger Agreement, Acquisition merged with and into I-ON in a statutory reverse triangular merger (the “Merger”) with I-ON surviving as a wholly-owned subsidiary of the Registrant.  As consideration for the Merger, the Registrant agreed to issue the shareholders of I-ON (the “I-ON Holders”) an aggregate of 26,000,000 shares of our Common Stock, in accordance with their pro rata ownership of I-ON capital stock.  Following the Merger, the Registrant adopted the business plan of I-ON in information technology consultancy and software development.  On December 14, 2017, in connection with the Merger, the Company’s Board of Directors approved an amendment to its Certificate of Incorporation (the “Amendment”) to change its name to I-ON Communications Corp.

At the effective time of the Merger, our board of directors and officers were reconstituted by the appointment of Jae Cheol Oh as Chairman, Chief Executive Officer, and Chief Financial Officer, Hong Rae Kim as Executive Director and Jae Ho Cho as Director.  Michael Rapport resigned as President, Chief Executive Officer, and Chairman in connection with the Transaction and Evan Rapport resigned as Vice President and Director, Kenneth Wiedrich resigned as Chief Financial Officer and Director and Kyle Leingang resigned as Secretary. Roy Robertson, Mark Lamb, Joe Ryan, and Kevin Hammons resigned as members of the Board of Directors and their respective committees.

On March 21, 2019, the Company’s Board of Directors approved an amendment to the Company’s Certificate of Incorporation to change the name of the Company to I-ON Digital Corp.

16
I-ON Digital

Following the Merger, as described more fully herein, the Company adopted the business plan of I-ON. I-ON was founded by Jae Cheol Oh, who currently serves as CEO. The Company’s roots are in IT consultancy and software development. I-ON services South Korea’s enterprise content management system’s (CMS) market and specializes in advancing market-leading internet software applications to capitalize on rapidly growing market sectors.

After being awarded its first of numerous international patents in 2003, I-ON has since evolved into an industry-leading and recognized software developer and provider of on-premise and cloud-based enterprise-class unstructured data management, digital experience and digital marketing software and solutions.  I-ON’s portfolio of software and solutions serves the digital marketing and technology needs of organizations, enabling clients to create, measure, and optimizes digital experiences for their audiences across marketing channels and devices.  We believe these solutions help clients reduce the cost of content management and delivery, while increasing the return on their investments in digital communication and marketing spend.   As of its founding, the Company has serviced and continues to service over 1,000 blue-chip and middle-market clients across virtually all verticals in both private and public sectors.  The Company has meaningfully expanded its reach over the past decade and now currently markets, licenses and sells its products and services directly to clients in South Korea and Japan, as well as in Singapore, Malaysia, Indonesia, Thailand, Vietnam, and the U.S. through value-added resellers and partnerships.

I-ON currently holds 6 international and over 20 domestic patents for both products and methodologies built into the 10 product offerings the Company currently has at market.  These encompass enterprise CMS, digital experience and service delivery software, digital marketing, smart mobility and analytics tools, and, more recently, energy management solutions as well as sports software and IT convergence services.  Beginning in the fourth quarter of 2018, the Company started endorsing its 7th generation cloud based Digital Experience (DXP) platform as a service offering known as ICE, which encompasses a more feature-rich front and back end CMS.  The Company has designed and developed industry-leading technologies that are compliant with global standards including GS (Good Software) and NET (New Excellent Technology).  I-ON also holds numerous domestic and global industry awards, earning high rankings and recognition from the likes of Gartner (Magic Quadrant 2014) and Red Herring (2014 Asia Top 100 Winner), among many others.

In addition to South Korea, Japan has particularly helped fuel I-ON’s growth over the past 10 years owing to the success of an exclusive licensing deal with Ashisuto, a large Japan-based technology services firm that employs approximately 800 technical, engineering and marketing staff across 9 office locations.  Ashisuto, which has provided technology services to Japan’s enterprises and government entities since 1973, currently white labels and sells I-ON’s core CMS offering ICS6 to over 600 clients as NOREN 6.

As a result of global enterprise digital marketing trends and I-ON’s nearly 20 -year track record in South Korea, Japan and now, Southeast Asia, the Company’s objective is to continue to gain market share in these markets. I-ON will continue to closely engage and consult with existing and prospective clients as their subject matter expert and digital strategist of choice across multiple touchpoints in the digital marketing and technology ecosystem, helping Chief Marketing Officers (CMO) and Chief Information Officers (CIO) drive critical change and growth for their organizations.

I-ON has invested and continues to spend substantial revenue on research and development.  The Company has over 100 employees as of December 31, 2020, approximately 90% of whom are considered full-time.  Research and development typically comprises of approximately 80 junior, mid to senior level engineers and developers, most of whom are based at the Company’ headquarters located at 15 Teheran-ro 10-gil, Gangnam-gu, Seoul, South Korea, 06234.

17
Results of Operations

Comparison of results of operations for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020

The following table sets forth selected items from our interim unaudited condensed consolidated statements of operations by dollar and as a percentage of our net sales for the periods indicated:

   
Three Months Ended
             
   
September 30, 2021
   
September 30, 2020
   
Change
 
   
Amount
   
% of Revenue
   
Amount
   
% of Revenue
   
Amount
   
%
 
 
                               
　　 　　 　　
 
Net sales
 
$
3,616,267
     
100.0
%
 
$
2,306,668
     
100.0
%
 
$
1,309,599
     
56.8
%
Cost of goods sold
   
2,494,644
     
69.0
%
   
1,497,499
     
64.9
%
   
997,145
     
66.6
%
Gross profit
   
1,121,623
     
31.0
%
   
809,169
     
35.1
%
   
312,454
     
38.6
%
                                                 
Operating expense:
                                               
Research and development
   
239,108
     
6.6
%
   
96,932
     
4.2
%
   
142,176
     
146.7
%
General and administrative
   
491,738
     
13.6
%
   
389,215
     
16.9
%
   
102,523
     
26.3
%
Total operating expense
   
730,846
     
20.2
%
   
486,147
     
21.1
%
   
244,699
     
50.3
%
                                                 
Income from operations
   
390,777
     
10.8
%
   
323,022
     
14.0
%
   
67,755
     
21.0
%
                                                 
Other income (expense):
                                               
Interest income
   
9,072
     
0.3
%
   
10,037
     
0.4
%
   
(965
)
   
-9.6
%
Foreign currency transaction gain(loss)
   
(6,953
)
   
-0.2
%
   
(535
)
   
0.0
%
   
(6,418
)
   
1,199.6
%
Miscellaneous income (expense), net
   
12,603
     
0.3
%
   
(8,977
)
   
-0.4
%
   
21,580
     
-240.4
%
Interest expense
   
(2,512
)
   
-0.1
%
   
(5,194
)
   
-0.2
%
   
2,682
     
-51.6
%
Total other income (expense), net
   
12,210
     
0.3
%
   
(4,669
)
   
-0.2
%
   
16,879
     
-361.5
%
                                                 
Income before provision for income taxes, and non-controlling interest
   
402,987
     
11.1
%
   
318,353
     
13.8
%
   
84,634
     
26.6
%
Provision for income tax
   
(579,022
)
   
-16.0
%
   
24,748
     
1.1
%
   
(603,990
)
   
-2,439.7
%
                                                 
Net income before non-controlling interest
   
982,009
     
27.2
%
   
293,605
     
12.7
%
   
688,404
     
234.54
%
                                                 
Non-controlling interest income
   
89
     
0.0
%
   
25
     
0.0
%
   
64
     
256.0
%
                                                 
Net income
 
　$ 981,920
     
27.2
%
 
　$ 293,580
     
12.7
%
 
　$688,340
     
234.57
%

18
Net Sales

Net sales increased by $5,961,795, or 95.2%, to $12,224,926 for the nine months ended September 30, 2021 from $6,263,131 for the nine months ended September 30, 2020. The change in net sales reflected the following:

- Solution installation revenue increased by approximately $2,602,130 from approximately $551,238 for the nine months ended September 30, 2020 to $3,153,367 for the nine months ended September 30, 2021 due to the Company focusing in sales effort in this area and signing up new projects with various customers since September 30, 2020 to September 30, 2021.
- Maintenance revenue increased by approximately $681,601 from approximately $1,186,796 for the nine months ended September 30, 2020 to $1,868,398 for the nine months ended September 30, 2021 due to increase in new contracts.
- License customization revenue increased by approximately $2,647,171 from approximately $3,284,696 for the nine months ended September 30, 2020 to $5,931,867 for the nine months ended September 30, 2021 due to Company focusing in sales effort in this area and signing up new projects with various customers since September 30, 2020 to September 30, 2021.

Cost of Goods Sold

Cost of goods sold increased by $4,390,730 or 103.6%, to $8,626,293 for the nine months ended September 30, 2021 from $4,235,923 for the nine months ended September 30, 2020.  The increase was primarily due to using outsourcing services.

Gross Profit (Loss)

Gross profit increased by $1,571,425, or 77.5%, to gross profit of $3,598,633,or 29.4% of net sales, for the nine months ended September 30, 2021, from gross profit of $2,027,208, or 32.4% of net sales, for the nine months ended September 30, 2020.

The increase was due to an increase in sales.

Research and Development

Research and development expenses increased by $334,271 or 66.7%, to $835,364 for the nine months ended September 30, 2021 from $501,093 for the nine months ended September 30, 2020. The increase was mainly due to increase in headcount computer programmers at the research and development department.

General and Administrative

General and administrative expenses increased by $258,366 or 19.7%, to $1,569,211 for the nine months ended September 30, 2021 from $1,310,845 for the nine months ended September 30, 2020.  The increase was due to increase in commission fees, service fees, and training expense.

Other Income (Expense)

Other income (expense) change was primarily due to increase in miscellaneous income from Japan.

Provision for Income Tax

Change in tax provision was not material.
Comparison of results of operations for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

The following table sets forth selected items from our interim unaudited condensed consolidated statements of operations by dollar and as a percentage of our net sales for the periods indicated:

   
Nine Months Ended
             
   
September 30, 2021
   
September 30, 2020
   
Change
 
   
Amount
   
% of Revenue
   
Amount
   
% of Revenue
   
Amount
   
%
 
 
                               
　　 　　 　　
 
Net sales
 
$
12,224,926
     
100.0
%
 
$
6,263,131
     
100.0
%
 
$
5,961,795
     
95.2
%
Cost of goods sold
   
8,626,293
     
70.6
%
   
4,235,923
     
67.6
%
   
4,390,370
     
103.6
%
Gross profit
   
3,598,633
     
29.4
%
   
2,027,208
     
32.4
%
   
1,571,425
     
77.5
%
                                                 
Operating expense:
                                               
Research and development
   
835,364
     
6.8
%
   
501,093
     
8.0
%
   
334,271
     
66.7
%
General and administrative
   
1,569,211
     
12.8
%
   
1,310,845
     
20.9
%
   
258,366
     
19.7
%
Total operating expense
   
2,404,575
     
19.7
%
   
1,811,938
     
28.9
%
   
592,637
     
32.7
%
                                                 
Income from operations
   
1,194,058
     
9.8
%
   
215,270
     
3.4
%
   
978,788
     
454.7
%
                                                 
Other income (expense):
                                               
Interest income
   
32,595
     
0.3
%
   
33,007
     
0.5
%
   
(412
)
   
-1.2
%
Foreign currency transaction gain(loss)
   
(29,912
)
   
-0.2
%
   
10,443
     
0.2
%
   
(40,355
)
   
-386.4
%
Miscellaneous income, net
   
23,622
     
0.2
%
   
50,229
     
0.8
%
   
(26,607
)
   
-53.0
%
Interest expense
   
(10,866
)
   
-0.1
%
   
(18,470
)
   
-0.3
%
   
7,604
     
-41.2
%
Total other income, net
   
15,439
     
0.1
%
   
75,209
     
1.2
%
   
(59,770
)
   
-79.5
%
                                                 
Income before provision for income taxes, and non-controlling interest
   
1,209,497
     
9.9
%
   
290,479
     
4.6
%
   
919,018
     
316.4
%
Provision for income tax
   
(506,438
)
   
-4.1
%
   
132,933
     
2.1
%
   
(639,392
)
   
-481.0
%
                                                 
Net income before non-controlling interest
   
1,715,936
     
14.0
%
   
157,546
     
2.5
%
   
1,558,390
     
989.2
%
                                                 
Non-controlling interest income (loss)
   
(409
)
   
0.0
%
   
422
     
0.0
%
   
(831
)
   
-196.9
%
                                                 
Net income
 
　$ 1,016,345
     
14.0
%
 
　$ 157,124
     
2.5
%
 
　$1,559,221
     
992.4
%

20
Net Sales

Net sales increased by $5,953,784, or 95.1%, to $12,216,915 for the nine months ended September 30, 2021 from $6,263,131 for the nine months ended September 30, 2020. The change in net sales reflected the following:

- Solution installation revenue increased by approximately $2,602,130 from approximately $551,238 for the nine months ended September 30, 2020 to $3,153,367 for the nine months ended September 30, 2021 due to the Company focusing in sales effort in this area and signing up new projects with various customers since September 30, 2020 to September 30, 2021.
- Maintenance revenue increased by approximately $681,601 from approximately $1,186,796 for the nine months ended September 30, 2020 to $1,868,398 for the nine months ended September 30, 2021 due to increase in new contracts.
- License customization revenue increased by approximately $2,647,171 from approximately $3,284,696 for the nine months ended September 30, 2020 to $5,931,867 for the nine months ended September 30, 2021 due to Company focusing in sales effort in this area and signing up new projects with various customers since September 30, 2020 to September 30, 2021.

Cost of Goods Sold

Cost of goods sold increased by $4,219,290 or 99.6%, to $8,455,923 for the nine months ended September 30, 2021 from $4,235,923 for the nine months ended September 30, 2020.  The increase was primarily due to using outsourcing services.

Gross Profit (Loss)

Gross profit increased by $1,734,494, or 85.6%, to gross profit of $3,761,702,or 30.8% of net sales, for the nine months ended September 30, 2021, from gross profit of $2,027,208, or 32.4% of net sales, for the nine months ended September 30, 2020.

The increase was due to an increase in sales.

Research and Development

Research and development expenses increased by $334,271 or 66.7%, to $835,364 for the nine months ended September 30, 2021 from $501,093 for the nine months ended September 30, 2020. The increase was mainly due to increase in headcount computer programmers at the research and development department.

General and Administrative

General and administrative expenses increased by $230,109 or 17.6%, to $1,540,954 for the nine months ended September 30, 2021 from $1,310,845 for the nine months ended September 30, 2020.  The increase was due to increase in commission fees, service fees, and training expense.

Other Income (Expense)

Other income (expense) change was primarily due to increase in foreign currency transaction loss.

Provision for Income Tax

Change in tax provision was not material.
Liquidity and Capital Resources

At September 30, 2021, the Company had cash and cash equivalents of $2,509,229. We estimate that we will require up to $3,000,000 of capital for the next twelve months of operations. We estimate that our expenses will be comprised primarily of general expenses including particularly marketing, research and development costs, overhead, legal and accounting fees.

   
Nine Months Ended September 30,
 
Changes
 
   
2021
   
2020
 
Amount
 
%
 
Net cash provided by (used in) operating activities
   
(1,053,228
)
   
1,790,454
 
　(2,843,682)
   
-158.8
%
Net cash used in investing activities
   
(48,523
)
   
(43,302
)
　(5,221)
   
12.1
%
Net cash provided by (used in) financing activities
   
(297,463
)
   
391,064
 
　(688,527)
   
-176.1
%
Effect of foreign currency translation on cash and cash equivalents
   
(626,102
)
   
14,093
 
　(640,195)
   
-4,542,0
%
Net increase (decrease) in cash and cash equivalents
   
(2,025,316
)
   
2,152,309
 
　(4,177,625)
   
-194.1
%

Operating Activities

Cash used in operating activities for the nine months ended September 30, 2021 was $1,053,228 compared to cash provided by $1,790,454 for the nine months ended September 30, 2020.  The cash used in operating activities was due to primarily decrease in account receivable of ($1,461,280) for the nine months ended September 30, 2021 compared to account receivable of $1,644,070 for the nine months ended September 30, 2020.

Investing Activities

Cash used in investing activities for the nine months ended September 30, 2021 was $48,524, compared to $43,302 for the nine months ended September 30, 2020, an increase of $5,222, or approximately 12.1%.  The increase in cash used in investing activities was mainly due to net increase in purchase of investments of $4,421 for the nine months ended September 30, 2021 compared to $41,641 for the nine months ended September 30, 2020.

Financing Activities

Cash used in financing activities for the nine months ended September 30, 2021 was $297,463 compared to cash provided by $391,064 for the nine months ended September 30, 2020. The cash used in financing activities was due to primarily payment on short-term borrowings of $132,625 for the nine months ended September 30, 2021 compared to $0 for the nine months ended September 30, 2020 and decrease of net receipt of government grants of $11,969 for the nine months ended September 30, 2021 compared to $505,552 for the nine months ended September 30, 2020.

Critical Accounting Policies

Our unaudited condensed consolidated interim financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our unaudited interim condensed consolidated financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management.  Management has carefully considered the recently issued accounting pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

22
Item 3.
Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

Item 4.
Controls and Procedures

Disclosure Controls

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) designed to provide reasonable assurance the information required to be reported in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified and pursuant to Securities and Exchange Commission (“SEC”) rules and forms, including controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, our management, with the participation of our Chief Executive and Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive and Financial Officer concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting. Under the supervision of our Chief Executive and Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2021 using the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of September 30, 2021, we determined that our disclosure controls and procedures are not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time provided in the SEC rules and forms.

Management is currently evaluating remediation plans for the above control deficiencies.

Changes in Internal Control

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the nine months ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, as a result of the Company’s recent change of control, we have added several additional employees in accounting to implement segregation of duty, which we hope will improve the Company’s internal control over financial reporting.

23
PART II – OTHER INFORMATION

Item 1.
Legal Proceedings

None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

Item 2.
Unregistered Sales of Equity Securities

None.

Item 3.
Defaults Upon Senior Securities

None.

Item 4.
Mine Safety Disclosures

Not applicable.

Item 5.
Other Information

On April 28, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Agreement”) with CDI Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Acquisition”), Cardio Diagnostics, Inc., a Delaware corporation (“CDI”), and the shareholders of CDI (the “CDI Shareholders”). Pursuant to the terms of the Agreement, Acquisition will merge with and into CDI (the “Merger”) with CDI becoming the surviving entity and a wholly-owned subsidiary of the Company.  In consideration for the Merger, the CDI Shareholders shall receive 25,000,000 newly issued shares of common stock of the Company, par value $0.0001 (“I-On Common Stock”) to be issued to the CDI Shareholders in accordance with their pro rata ownership of CDI prior to the Merger.
 
Simultaneously with the Merger, all of the equity interests in I-On Communications, Ltd., a company organized under the laws of the Republic of South Korea (“Communications”), the Company’s wholly-owned subsidiary, shall be transferred by the Company to certain other shareholders of the Company (collectively, the “Communications Shareholders”) in exchange for the return of Twenty Million (20,000,000) shares of the I-On Common Stock held by the Communications Shareholders (the “Spinoff”). The Merger is contingent upon the approval by a majority of the Company’s shareholders of the Spinoff and an amendment to the Company’s Certificate of Incorporation to change the name of the Company to “Cardio Diagnostics Holdings, Inc.” and effectuate the reverse split of the number of outstanding I-On Common Stock on the basis of one share for a range of per every ten (10) to fifteen (15) shares of I-On Common Stock outstanding.
 
The Termination Date of the Merger Agreement was amended to September 30, 2021 on August 29, 2021 wherein CDI reimbursed the Company expenses in the amount of $28,600 for its June 30, 2021 Form 10-Q filing and related expenses.  On October 11, 2021, the Company and CDI again agreed to extend the Termination Date to December 31, 2021 wherein CDI agreed to reimburse the Company for any and all expenses in connection with the Company’s Form 10-Q filing for the period ending September 30, 2021.
 
Item 6.
Exhibit

Exhibit
Number

Exhibit
Description



 
Amendment No. 1 to Agreement and Plan of Merger and Reorganization
     
 
Amendment No. 2 to Agreement and Plan of Merger and Reorganization
     

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*




Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

* Filed herewith.

** Furnished herewith.

24
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 15, 2021
I-ON DIGITAL CORP.

 
 

By:
/s/ Jae Cheol Oh


 
Name: Jae Cheol Oh

 
Chief Executive Officer, Treasurer, Director (Principal Executive and Financial Officer)


25
Exhibit 10.1

AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION


This Amendment No. 1 to Agreement and Plan of Merger and Reorganization (this “Amendment”) is made and entered into as of August 29, 2021, by and among I-ON DIGITAL CORP., a Delaware corporation (the “Company”), CDI ACQUISITION CORP., a Delaware corporation (“Acquisition”) and CARDIO DIAGNOSTICS, INC., a Delaware corporation (“CDI”).

RECITALS:

A. Company, Acquisition, CDI and the shareholders of CDI (the “CDI Shareholders”) entered into that certain Agreement and Merger and Reorganization dated as of April 27, 2021 (the “Merger Agreement”).

B. The parties hereto now desire to amend the Merger Agreement in accordance with Section 8.11 of the Merger Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.            Amendment.

Section 7.1(a) of the Merger Agreement is hereby deleted in its entirety and amended and restated in its entirety to read as follows:

(a) This Agreement may be terminated by either the CDI Directors or the Company Board at any time prior to the Closing Date if: (i) there shall be any actual or threatened action or proceeding before any court or any  governmental body  which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal  counsel,  makes  it  inadvisable  to  proceed  with  the  Merger  contemplated  by  this  Agreement;  (ii)  any  of  the transactions  contemplated  hereby  are  disapproved  by  any  regulatory  authority  whose  approval  is  required  to consummate such transactions or in the judgment of such board of directors, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Merger; (iii) there shall have been any change after the date of the latest balance sheets of CDI or the Company, respectively, in the assets, properties, business, or financial condition of CDI or the Company,  which could have a materially adverse affect on the value of the business of CDI or the Company, respectively, as the case may be, dated as of the date of execution of this Agreement; or (iv) the Closing Date shall not have occurred by September 30, 2021, or such other date as Company and CDI may agree upon in writing. In the event of termination pursuant to this Section 7.1(a), no obligation, right, or liability shall arise hereunder, and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting and execution of this Agreement and the transactions contemplated thereby.

2.            Reimbursement of Expenses. Upon the execution of this Amendment, CDI hereby agrees to pay the expenses incurred by the Company as a result of extending the Closing Date as set forth in Section 1 above as follows: (a) the Company’s OTCQB renewal fee in the amount of $14,000 which was previously paid by the Company; and (b) the costs incurred by the Company for the preparation and filing of the Form 10-Q for the quarter ending June 30, 2021 including accounting, auditing, legal and filing fees in the amount of $14,600. In the event that the Closing does not occur by the amended Closing Date of September 30, 2021, as a condition to Closing, CDI hereby agrees to reimburse the Company for any and all expenses of filing the Form 10-Q for the quarter ending September 30, 2021.

3.            No Implied Amendments; Effective Date. Except as amended herein, all terms and provisions contained in the Merger Agreement shall remain in full force and effect. Each of the parties hereto agrees that the amendment to the Merger Agreement contained herein shall be effective upon the execution of this Amendment by each party hereto. On and after the date hereof, each reference in the Merger Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Merger Agreement shall mean the Merger Agreement as amended by this Amendment.

4.            Counterparts.  This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. Signed counterparts of this Amendment may be delivered by facsimile and by scanned portable document format image.  Facsimiles or other electronic copies of signatures will be deemed to be originals.

5.           Defined Terms.  Capitalized terms used herein that are not otherwise defined shall have the meanings set forth in the Merger Agreement.

6.            Choice of Law.  This Amendment is to be construed and governed by the laws of the State of Delaware, without regard to the conflict of laws rules thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the undersigned effective as of the date first above written.


I-ON DIGITAL CORP.  
     
     
By:  /s/ Jae Cheol Oh    
  Name: Jae Cheol Oh  
  Title: Chief Executive Officer  
     
     
CDI ACQUISITION CORP.  
     
     
By:
 /s/ Jae Cheol Oh    
  Name: Jae Cheol Oh  
  Title: President  
     
     
CARDIO DIAGNOSTICS, INC.  
     
     
By:
 /s/ Meeshanthini V. Dogan    
  Name: Meeshanthini V. Dogan  
  Title: Chief Executive Officer  
     


Exhibit 10.2

AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

This Amendment No. 2 to Agreement and Plan of Merger and Reorganization (this “Amendment”) is made and entered into as of October 11, 2021, by and among I-ON DIGITAL CORP., a Delaware corporation (the “Company”), CDI ACQUISITION CORP., a Delaware corporation (“Acquisition”) and CARDIO DIAGNOSTICS, INC., a Delaware corporation (“CDI”).

RECITALS:

A. Company, Acquisition, CDI and the shareholders of CDI (the “CDI Shareholders”) entered into that certain Agreement and Merger and Reorganization dated as of April 27, 2021 (the “Merger Agreement”) as amended on August 29, 2021.

B. The parties hereto now desire to amend the Merger Agreement in accordance with Section 8.11 of the Merger Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.           Amendment.

Section 7.1(a) of the Merger Agreement is hereby deleted in its entirety and amended and restated in its entirety to read as follows:

(a) This Agreement may be terminated by either the CDI Directors or the Company Board at any time prior to the Closing Date if: (i) there shall be any actual or threatened action or proceeding before any court or any  governmental body  which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal  counsel,  makes  it  inadvisable  to  proceed  with  the  Merger  contemplated  by  this  Agreement;  (ii)  any  of  the transactions  contemplated  hereby  are  disapproved  by  any  regulatory  authority  whose  approval  is  required  to consummate such transactions or in the judgment of such board of directors, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Merger; (iii) there shall have been any change after the date of the latest balance sheets of CDI or the Company, respectively, in the assets, properties, business, or financial condition of CDI or the Company,  which could have a materially adverse affect on the value of the business of CDI or the Company, respectively, as the case may be, dated as of the date of execution of this Agreement; or (iv) the Closing Date shall not have occurred by December 31, 2021, or such other date as Company and CDI may agree upon in writing. In the event of termination pursuant to this Section 7.1(a), no obligation, right, or liability shall arise hereunder, and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting and execution of this Agreement and the transactions contemplated thereby.

2.           Reimbursement of Expenses. Upon the execution of this Amendment, CDI hereby agrees to pay the expenses incurred by the Company as a result of extending the Closing Date as set forth in Section 1 above as follows: (a) the Company’s OTCQB renewal fee in the amount of $14,000 which was previously paid by the Company; and (b) the costs incurred by the Company for the preparation and filing of the Form 10-Q for the quarter ending June 30, 2021 including accounting, auditing, legal and filing fees in the amount of $14,600. In the event that the Closing does not occur by the amended Closing Date of September 30, 2021, as a condition to Closing, CDI hereby agrees to reimburse the Company for any and all expenses of filing the Form 10-Q for the quarter ending September 30, 2021.

3.           No Implied Amendments; Effective Date. Except as amended herein, all terms and provisions contained in the Merger Agreement shall remain in full force and effect. Each of the parties hereto agrees that the amendment to the Merger Agreement contained herein shall be effective upon the execution of this Amendment by each party hereto. On and after the date hereof, each reference in the Merger Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Merger Agreement shall mean the Merger Agreement as amended by this Amendment.

4.           Counterparts.  This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. Signed counterparts of this Amendment may be delivered by facsimile and by scanned portable document format image.  Facsimiles or other electronic copies of signatures will be deemed to be originals.

5.           Defined Terms.  Capitalized terms used herein that are not otherwise defined shall have the meanings set forth in the Merger Agreement.

6.           Choice of Law.  This Amendment is to be construed and governed by the laws of the State of Delaware, without regard to the conflict of laws rules thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the undersigned effective as of the date first above written.

I-ON DIGITAL CORP.
 
     
     
By:
  /s/ Jae Cheol Oh
 
 
Name: Jae Cheol Oh
 
 
Title: Chief Executive Officer
 
     
     
CDI ACQUISITION CORP.
 
     
     
By:
  /s/ Jae Cheol Oh
 
 
Name: Jae Cheol Oh
 
 
Title: President
 
     
     
CARDIO DIAGNOSTICS, INC.
 
     
     
By:
  /s/ Meeshanthini V. Dogan
 
 
Name: Meeshanthini V. Dogan
 
 
Title: Chief Executive Officer
 
     

Exhibit 31.1

Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Jae Cheol Oh, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2021 of I-ON Digital Corp.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
 
  a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal over financial reporting;
 
5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
 
  a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2021




/s/ Jae Cheol Oh


Name: Jae Cheol Oh

Title: Chairman, Chief Executive Officer and Chief Financial Officer
(Principal Executive, Financial and Accounting Officer)


Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report on Form 10-Q (the “Report”) of I-ON Digital Corp. (the “Company”) for the quarter ended September 30, 2021, the undersigned Jae Cheol Oh, the Chief Executive and Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of the undersigned’s knowledge and belief:
 
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 15, 2021
/s/ Jae Cheol Oh

Name: Jae Cheol Oh

Title: Chairman, Chief Executive and Financial Officer

(Principal Executive, Financial and Accounting Officer)
 
A signed original of this written statement required by Section 906 has been provided to I-ON Communications Corp. and will be retained by I-ON Digital Corp. and furnished to the Securities and Exchange Commission upon request.