SEC Comment Letter 0000000000-23-005395 to RAYONT INC. (CIK 0001539778)
RAYONT INC. (CIK 0001539778)
Date: May 19, 2023 · CIK: 0001539778 · Accession: 0000000000-23-005395
AI Filing Summary & Sentiment
File numbers found in text: 000-56020
Referenced dates: April 24, 2023
Letter
United States securities and exchange commission logo May 19, 2023 Marshini Moodley President and Chief Executive Officer Rayont Inc. 228 Hamilton Avenue, 3rd Floor Palo Alto, CA 94301 Re:Rayont Inc. Form 10-K for the Fiscal Year Ended June 30, 2022 Filed December 29, 2022 Form 10-Q for the Quarterly Period Ended December 31, 2022 Filed February 14, 2023 Form 10-Q for the Quarterly Period Ended March 31, 2023 Filed May 15, 2023 File No. 000-56020 Dear Marshini Moodley: We have reviewed your May 5, 2023 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our April 24, 2023 letter. Form 10-Q for the Quarterly Period Ended December 31, 2022 and Form 10-K for the Fiscal Year Ended June 30, 2022 General 1.We defer our review of the response to our comments 1-9 and 11-12 in our letter dated April 24, 2023 until the amendments are filed. 2.We reference the response to prior comment 14 from our letter dated April 24, 2023. We see the disclosure in the Form 8-K; however, you should revise the Form 10-Q to also
FirstName LastNameMarshini Moodley Comapany NameRayont Inc. May 19, 2023 Page 2 FirstName LastName Marshini Moodley Rayont Inc. May 19, 2023 Page 2 clearly disclose a summary of the repayment schedule and terms of the receivables recorded in your financial statements related to the sale of Raymont International’s exclusive license and also disclose, if true, that the consideration is not variable. Form 10-Q for the Quarterly Period Ended March 31, 2023 Unaudited Consolidated Financial Statements for the Three and Nine Months Ended March 31, Note 20. Subsequent Events, page F-28 3.We see that on May 1, 2023, pursuant to a Sale and Purchase Agreement, you sold your Australian subsidiaries to a related party, Ali Kasa, for total consideration of USD 3,346,903. Your disclosure states that while this is a related party transaction, from an accounting basis it will be treated as arm’s length. Please tell us the relationship between the buyer and seller and why the transaction is being accounted for as an arm's length transaction despite the related party relationship. Explain the basis for your accounting treatment and the accounting literature you relied on for this treatment. You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio, Accounting Branch Chief, at (202) 551-3676 if you have questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services
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United States securities and exchange commission logo
May 19, 2023
Marshini Moodley
President and Chief Executive Officer
Rayont Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA 94301
Re:Rayont Inc.
Form 10-K for the Fiscal Year Ended June 30, 2022
Filed December 29, 2022
Form 10-Q for the Quarterly Period Ended December 31, 2022
Filed February 14, 2023
Form 10-Q for the Quarterly Period Ended March 31, 2023
Filed May 15, 2023
File No. 000-56020
Dear Marshini Moodley:
We have reviewed your May 5, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
April 24, 2023 letter.
Form 10-Q for the Quarterly Period Ended December 31, 2022 and Form 10-K for the Fiscal
Year Ended June 30, 2022
General
1.We defer our review of the response to our comments 1-9 and 11-12 in our letter
dated April 24, 2023 until the amendments are filed.
2.We reference the response to prior comment 14 from our letter dated April 24, 2023. We
see the disclosure in the Form 8-K; however, you should revise the Form 10-Q to also
FirstName LastNameMarshini Moodley
Comapany NameRayont Inc.
May 19, 2023 Page 2
FirstName LastName
Marshini Moodley
Rayont Inc.
May 19, 2023
Page 2
clearly disclose a summary of the repayment schedule and terms of the receivables
recorded in your financial statements related to the sale of Raymont International’s
exclusive license and also disclose, if true, that the consideration is not variable.
Form 10-Q for the Quarterly Period Ended March 31, 2023
Unaudited Consolidated Financial Statements for the Three and Nine Months Ended March 31,
2023
Note 20. Subsequent Events, page F-28
3.We see that on May 1, 2023, pursuant to a Sale and Purchase Agreement, you sold your
Australian subsidiaries to a related party, Ali Kasa, for total consideration of
USD 3,346,903. Your disclosure states that while this is a related party transaction, from
an accounting basis it will be treated as arm’s length. Please tell us the relationship
between the buyer and seller and why the transaction is being accounted for as an arm's
length transaction despite the related party relationship. Explain the basis for your
accounting treatment and the accounting literature you relied on for this treatment.
You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio, Accounting
Branch Chief, at (202) 551-3676 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services