Annual report pursuant to Section 13 and 15(d)

Going Concern and Management's Plans

Going Concern and Management's Plans
12 Months Ended
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Going Concern and Management's Plans

2. Going Concern and Management’s Plans


At December 31, 2018, the Company’s principal sources of liquidity were its cash and cash equivalents and the net proceeds from the sales of shares in 2018.


The Company had an accumulated deficit of approximately $(84,827,000) at December 31, 2018. During the year ended December 31, 2018, the Company generated a net loss from continuing operations of $(14,572,000), and used cash in continuing operations of $5,057,000. At December 31, 2018, the Company had a cash balance of approximately $1,442,000. Total revenues were approximately $8,453,000 and $16,080,000 for the years ended December 31, 2018 and 2017. The Company had a working capital deficiency of approximately $(3,384,000) and $(1,140,000) at December 31, 2018 and 2017. These conditions raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


The Company is closely monitoring operating costs and capital requirements. Management of the Company also made efforts in 2018 and 2017 to contain and reduce cost, including terminating non-performing employees and eliminating certain positions, replacing and negotiating with certain vendors, implementing a new approval process over travel and other expenses, and significantly reducing the cash compensation for independent board directors. We also sold our Noble Voice business on May 25, 2018 to reduce operating losses and cash burns. If we are still not successful in sufficiently reducing our costs, we may then need to dispose of our other assets or discontinue business lines.


On November 16, 2018, the Company entered into a revolving credit facility agreement that matures on May 31, 2020, under which we can draw up to GBP £1,500,000 (approximately $2,000,000). Interest is payable on any outstanding principal balance at a rate equal to the LIBOR rate plus 4%. Amounts drawn under this facility are payable at the end of one, three, or six months periods at the election of the Company. At December 31, 2018, there were no outstanding amounts drawn under this facility. At March 31, 2019, approximately $1,707,000 was available for us to draw.


From January 9, 2019 to April 2, 2019, the Company sold an aggregate of 232,515 shares of its common stock at a purchase price ranging from $1.146 to $3.85 per share, representing 120% of the closing price the trading day immediately prior to the date of subscription. As of the date of this annual report, the Company has received an aggregate gross proceeds of $479,931 under this private placement. All of the purchasers are citizens of the People’s Republic of China.


Management believes that its available funds and cash flow from operations may not be sufficient to meet its working capital requirements through April 2020. In order to fund its operations, the Company will need to either raise capital via stock issuances, utilizing its revolving credit facility, or securing other financing in the US or China.


There are no assurances that the plans and actions proposed by management will be successful, that the Company will generate anticipated revenues, or that unforeseen circumstances will not require additional funding sources in the future or effectuate plans to conserve liquidity. Future efforts to raise additional funds may not be successful or they may not be available on acceptable terms, if at all. In addition, due to China’s foreign currency control, the Company cannot move money between China and the USA freely. The People’s Bank of China (PBOC) and State Administration of Foreign Exchange (SAFE) regulate the flow of foreign exchange in and out of the country strictly. We need to get approval from Chinese government to move money from China to the U.S. which might take extra time. As of December 31, 2018 we had a $1,336,000 cash balance in China. The independent registered public accounting firm's report on our financial statements as of December 31, 2018, includes a "going concern" explanatory paragraph that describes substantial doubt about our ability to continue as a going concern