INVAP S.A.U. — Audit Report / Information 2020

Sep 29, 2020

BLACK RIVER TECHNOLOGY, INC. Financial Statements & Supplementary Independent Audit Report For the Year Ended June 30, 2020

Table of Contents

Auditors Report .................................................................................................. 1 Income Statement .............................................................................................. 2 Balance Sheet ..................................................................................................... 3 Statement of Cash Flows ..................................................................................... 5 Statement of Stockholder’s Equity ...................................................................... 6 Notes to the Financial Statements ...................................................................... 6

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JPizars – CPA & Business Consultants LLC

REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders of Black River Technology, Inc. (Private Company)

Opinion on the Financial Statements

We have audited the accompanying financial statements of Black River Technology Inc. which comprise the balance sheet as of June 30, 2020, and the related statements of June 30, 2020 income for the month ended, and the related notes to the financial statements. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Black River Technology Inc. as of June 30, 2020, and the results of its operations for the month June 30, 2020 then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Black River Technology Inc. as of June 30, 2020, and the results of its operations and cash flow for the year then June 30, 2020 ended in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The Company has significant transactions and balances with the Company's sole stockholder, which are described in Note 2 to ' the financial statements. Transactions involving related parties, such as with the Company s sole stockholder, cannot be presumed to be carried out on an arm's length basis, as the requisite conditions for competitive, free-market dealings may not exist. Our conclusion is not modified as a result of this matter.

JPizars

Hollywood, FL 09-21-2020

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Black River Technology Inc 2808 Centre Circle Ste A-B Downers Grove, IL 60515

Profit & Loss Statement (Summary)

July 2019 through June 2020

For the year ended

Income Cost Of Sales Gross Profit Expenses Operating Profit Other Income Other Expenses Net Profit/(Loss)	1,403,620.61 1,324,233.53 79,387.08 386,229.10 (306,842.02) 6.71 0.00 (306,835.31)

Black River Technology Inc 2808 Centre Circle Ste A-B

Downers Grove, IL 60515

Profit & Loss Statement (Detail)

July 2019 through June 2020

For the year ended

Income
Sales	1.403.572,52
Interest Income	48,09
Total Income	1.403.620,61
Cost Of Sales
Product Cost	1.314.251,26
Freight In	9.982,27
Total Cost Of Sales	1.324.233,53
Gross Profit	79.387,08
Expenses
Wages & Salaries	220.084,58
Simple Emp PensionExpense	3.000,00
Temporary Help	2.013,51
Auto Expenses	15.977,12
Meals & Enterntainment	93,30
Bank Charges	2.689,26
Depreciation	994,50
Dues & Subscriptions	1.592,28
Medical Benefits	21.629,28
Insurance	19.204,76
Interest	15,16
Legal & Accounting	31.438,33
Subcontracts	368,68
Miscellaneous Exp	4,20
Office expense	5.536,97
Penalties	114,58
Postage and freight-out	306,54
Rent expense	28.618,86
Repairs & Maintenance	2.511,17
Other Illinois Tax	721,83
Payroll expenses	17.724,79
Telephone & Internet expenses	6.091,48
Utilities	5.497,92
Total Expenses	386.229,10

Black River Technology Inc 2808 Centre Circle Ste A-B Downers Grove, IL 60515

OperatingProfit	(306.842,02)
Other Income
Interest Income	6,61
Other Income	0,10
Total Other Income	6,71
Other Expenses
Net Profit/(Loss)	(306.835,31)

Black River Technology Inc 2808 Centre Circle Ste A-B

Downers Grove, IL 60515

Balance Sheet As of June 2020

ASSETS Current Assets Cash and Banks Investments Trade receivables Other assets Inventories Income tax Receivable Total Current Assets Non-Current Assets Investments Trade long -term receivables Other long -term receivables Tangible fixed assets Intangible assets Deferred tax assets Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Other trade payable Parent trade payable Advances, parent Note payable, current Income tax payable Other payables and accrued liabilities Other payables Total Current Liabilities Non-Current Liabilities Long term trade payables Long term pre- paid trade Long term financial payables Long term fiscal debts Long term social security debs Deferred tax liability OtherLong term payables	147.611 - 200.079 138.209 1.161.422 -
	1.647.320
	- - 2.640 1.973 - -
	4.613
	1.651.933
	168.261 1.183.899 - - 344 6.236 76.758
	1.435.498
	- - - - - - -

Black River Technology Inc 2808 Centre Circle Ste A-B Downers Grove, IL 60515

Total Non-Current Liabilities TOTAL LIABILITIES SHAREHOLDERS'EQUITY Capital Equity adjustments Retained earnings Current period profit/loss TOTAL SHAREHOLDERS' EQUITY	-
	1.435.498
	25.000 2.042.104 (1.543.835) (306.834)
	216.435
	1.651.934

Black River Technology Inc 2808 Centre Circle Ste A-B Downers Grove, IL 60515

July 2019 through June 2020 For the year ended

Statement of Changes in Financial Position

Note/ Reference OPERATING ACTIVITIES Fiscal year result P&L Adjustments for: Accounts receivable write offs Deferred income tax (benefit) expense BS Loss on disposal of fixed assets Amortizations and depreciations Expenses Decrease in trade receivables BS Increase in Parent receivables BS Increase in inventories BS Increase in other assets BS Increase in deposits BS Increase in trade and other payables BS Increase in income tax receivable Increase in income tax payable BS Increase in other payables and accrued liabilities Increase in Parent payables Net cash from operating activities INVESTING ACTIVITIES Acquisition of fixed and intangible assets PP&E Proceeds from sale of fixed assets (Adjust.Accum Depreciations) Net cash flows from investing activities FINANCING ACTIVITIES Payments to parent Increase in Equity BS Payments of note payable BS Net cash flows from financing activities Net Increase of cash and cash equivalents BS Cash and cash equivalent at the beginning of the year BS CASH AND CASH EQUIVALENT AT THE END OF THE PERIOD BS	06/30/2020 (306.834) - 0 - 995 0 145.674 484.069 (21.112) 0 5.841 (1.496) (388) (365.591)
	(58.842)
	(2.078) -
	(2.078)
	- 0 -
	0
	(60.920) 208.533
	147.613

Black River Technology Inc

2808 Centre Circle Ste A-B Downers Grove, IL 60515

July 2019 through June 2020 For the

12-month ended

Statement of Stockholder’s Equity

Main Account	Capital	Contributions to be capitalized	Retained Earnings	Total Shareholders' Equity
1INITIAL BALANCES AS Shareholders´ contributions Outstanding shares Retained earnings Accounting restatements Unappropriated retained earnings SUBTOTAL 2MODIFICATIONS TO THE INITIAL BALANCES 3MODIFIED INITIAL BALANCES 4RESULTS OF THE YEAR 5ACCOUNTING RESTATEMENTS SUBTOTAL 6FINAL BALANCES Shareholders´ contributions Outstanding shares Retained earnings Accounting restatements Unappropriated retained earnings	5.000	1.562.104	(1.543.835)
	5.000	1.562.104	(1.543.835)	23.269
	20.000	480.000
	25.000	2.042.104	(1.543.835)	23.269
			(306.834)
	25.000	2.042.104	(1.850.669)	216.435
	25.000	2.042.104	(1.850.669)	2.067.104 (1.850.669)
TOTAL	25.000	2.042.104	(1.850.669)	216.435

BLACK RIVER TECHNOLOGY, INC. NOTES TO THE FINANCIAL STATEMENTS

For the year ended June 30, 2020

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF ACCOUNTING

Black River Technology, Inc. (the "company') is incorporated under the laws of the United States of America. The Company is located in Downers Grove, Illinois and is engaged in buying, selling, distributing and exporting electrical and engineering products to its Parent company INVAP S.E. ("INVAP" or "Parent"). The Company operates on a 12-month period ending June 30, and its functional currency is the US dollar. The Company is wholly-owned by INVAP, an Argentinean entity, which is devoted to the design and construction of complex technological systems. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP).

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Inventories: Inventories consist of supplies and equipment held for resale and are stated at the lower of cost (first-in, first-out) or net realizable value.

Revenue recognition and accounts receivable: Revenue on product sales is generally recognized when goods are shipped and the following criteria have been met: a sales arrangement exists, products have been shipped and title has transferred, the price of the product is fixed or determinable, and collectability is reasonable assured.

Management determines an allowance for doubtful accounts by periodically evaluating individual accounts receivable and considering a customer's financial condition, credit history and current economic conditions. Accounts receivable are written off when deemed uncollectible. As of June 30, 2020, no amounts have been recorded.

Related party: As described in Note 1, the Company sells US sourced products to its sole stockholder, INVAP and therefore, all company sales are to the parent Transactions involving related parties, such as with INVAP, cannot be presumed to be carried out on an arm's length basis, as the requisite conditions for competitive, free-market dealings may not exist. INVAP personnel provides some administrative and accounting support to the Company. The Company was not charged a fee for the services for the year ended June 30, 2020.

Shipping and handling fees and costs: The Company records shipping and handling fees and costs billed to customers as revenue, and shipping and handling costs incurred by the Company as cost of sales.

Taxation: The current provision or benefit for income taxes represents actual or estimated amounts payable or refundable on tax returns filed or to be filed. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the balance sheet. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense (benefit) for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. The measurement of deferred tax assets may be reduced by a valuation allowance based on a judgmental assessment of available evidence if deemed more likely than not than some or all of deferred tax assets will not be realized. (Continued)

BLACK RIVER TECHNOLOGY, INC. NOTES TO THE FINANCIAL STATEMENTS

For the year ended June 30, 2020

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company assesses the likelihood of the financial statement effect of a tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date.

The Company's policy is to recognize interest and penalties accrued on any unrecognized tax positions as a component of income tax expense. As of June 30, 2020, the Company did not have any accrued interest or penalties associated with any unrecognized tax positions, nor was any interest expense recognized during the year ended June 30, 2020.

The Company is subject to U.S. federal income tax as well as income tax in the State of Illinois. The Company is no longer subject to examination by taxing authorities for years prior to 2014.

Use of estimates: The preparation of the financial statements in conformity 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 disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Subsequent events: The Company evaluated subsequent events through September 29, 2020, the date that the Company's financial statements were available to be issued, for consideration of subsequent events to be included in its June 30, 2020 financial statements.

NOTE 3 - ADVANCES, PARENT (Australia Branch)

As of July 1, 2018, The Company owed INVAP Australia (a branch of IN V AP) $500,000 for advances made to the Company on behalf of INVAP during fiscal year 2017. These advances were unsecured, noninterest bearing and were due on demand. In February of 2019, the Company and INVAP agreed to convert the related party debt into equity. The transaction involved converting $500,000 of debt to 20,000 shares of common stock of the Company at $25 per share.

NOTE 4 - INCOME TAXES | Not Applicable

NOTE 5 - OPERATING LEASES

The Company leases office and warehouse space under an operating lease that requires monthly payments of $2,458 and expires in August 2020. Under the terms of the lease agreement, the Company is responsible for its pro-rata share of taxes, insurance and operating costs. In addition, the Company leases a vehicle for an officer. The lease is classified as an operating lease and requires monthly payments of approximately $369 through February 2020. Total rent expense under these leases was approximately $33,047 for the year ended June 30, 2020

(Continued)

BLACK RIVER TECHNOLOGY, INC. NOTES TO THE FINANCIAL STATEMENTS

For the year ended June 30, 2020

NOTE 5 - OPERATING LEASES ( Continued)

Non-cancelable operating lease obligations are approximately as follows:

Fiscal year ending June 30 2020 $7,900

NOTE 6 - MANAGEMENT'S PLANS

Management assesses, considering both quantitative and qualitative factors, whether there are conditions and events that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are available to be issued. Based on management's assessment, the Company did not identify any conditions that raise substantial doubt about the Company's ability to continue as a going concern. Due to economic conditions that affected the Parent, the Company has experienced a continuous reduction in its revenues. The Company has restructured its operations and significantly decreased its overhead costs, with focus to maintain its operational efficiency. The Company will continue to seek overhead costs reductions whenever possible without compromising its operating delivery quality and believes it has taken all actions necessary. The Company has a financial support commitment from its Parent to help it implement its strategic plans.