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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

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

For the fiscal year ended ~~September~~June 30, ~~2020~~2022

[ ] 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: 000-56020

RAYONT INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

27-5159463

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

Level 3,26 Marine Parade, Southport Queensland, Australia		4215
228 Hamilton Avenue, 3rd Floor, Palo Alto, California 94301		94301
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: ~~+61~~1 ~~432~~(855) ~~051 512~~801-9792

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 par value		RAYT		OTC Markets Group

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ~~[ ]~~ ☐ Yes ~~[X]~~☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ~~[ ]~~ ☐ Yes ~~[X]~~ ☒ No

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. ~~[X]~~☒ Yes ~~[ ]~~☐ No

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~[ ]~~☐

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,” “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 ~~[X]~~☒ Emerging growth company ~~[X]~~☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for ~~complying~~ 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 ~~[X]~~ ☒ No

~~The~~State the aggregate market value of the voting and non-voting common equity held by non-affiliates ofcomputed by reference to the ~~issuer~~price asat which the common equity was last sold, or the average bid and asked price of ~~June~~such 30common equity, ~~2020~~as of the last business day of the ~~Company~~registrant’s most recently completed ~~third~~second fiscal quarter. ~~was~~ $~~484,787.~~24,451,275 ~~based~~as ~~on the closing price~~ of ~~$0.07~~December ~~per share~~31, ~~as reported on the over-the-counter bulletin board~~2021.

There were 4650,~~606~~163,~~231~~797 shares of issuer’s Common Stock outstanding as of December 1728, ~~2020~~2022.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	69
Item 1B.	Unresolved Staff Comments	69
Item 2.	Properties	69
Item 3.	Legal Proceedings	69
Item 4.	Mine Safety Disclosures	69
	PART II
Item 5.	Market for Registrant’s Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities	710
Item 6.	Selected Financial Data	811
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	811
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	1116
Item 8.	Financial Statements and Supplementary Data	11F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	1217
Item 9A.	Controls and Procedures	1217
Item 9B.	Other Information	1217
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1318
Item 11.	Executive Compensation	1319
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1420
Item 13.	Certain Relationships and Related Transactions, and Director Independence	1521
Item 14.	Principal Accountant Fees and Services	1623
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	1623
	SIGNATURES	1724

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This Annual Report on Form 10-K , the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that Rayont Inc. (hereinafter referred to as “we,” “us,” “our,” “our Company” or “Rayont”) expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.

Certain risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.

The industry and market data contained in this report are based either on our management’s own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data are subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.

PRESENTATION OF INFORMATION

Except as otherwise indicated by the context, references in this Report to “Rayont”, “RAYT”, “we”, “us”, “our” and the “Company” are to the combined business of Rayont Inc. and its consolidated subsidiaries.

The Company last year changed its fiscal year-end from a fiscal year ending on September 30 to a fiscal year ending on June 30. This Report includes our audited consolidated financial statements as at and for the twelve months ended June 30, 2022 and as at and for the twelve months ended June 30, 2021. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”). All financial information in this Report is presented in US dollars, unless otherwise indicated, and should be read in conjunction with our audited consolidated financial statements and the notes thereto included in this Report.

PART I

ITEM 1. BUSINESS.

History and Overview

Rayont Inc. (, formerly known as Velt International Group Inc. ~~(“Rayont” or the “Company”)~~ was incorporated in Nevada on February 7, 2011 under the name A & C United Agriculture Developing Inc. Our current principal executive office is located at ~~Level~~228 3Hamilton Avenue, 263rd ~~Marine Parade~~Floor, ~~Southport,~~Palo ~~4215~~Alto, ~~Queensland,~~ ~~Australia~~California 94301.

On February 7, 2011, Andy Liu and Charlie Huang, two founders, driven by the sense of mission and duty to provide safe, high-quality and affordable vegetable products in China for her current and future generations, formed the company in state of Nevada, USA at 2011.

On March 13, 2017, Yidan (Andy) Liu and Jun (Charlie) Huang, the principal stockholders of the Company (“Sellers”), entered into a Stock Purchase Agreement (the “Agreement”) with Chin Kha Foo, the assignee of Choa-Jung Lee, and his assigns (the “Buyers”), pursuant to which, among other things, Sellers agreed to sell to the Buyers, and the Buyers agreed to purchase from Sellers, a total of 24,000,000 shares of Common Stock of the Company of record and beneficially by Sellers (the “Purchased Shares”). The Purchased Shares represented approximately 64% of the Company’s issued and outstanding shares of Common Stock, resulting in a change of the control of the Company.

The Board of the Directors and shareholders approved the reverse split of the Company’s issued and outstanding common stock whereby each twenty shares of common stock was converted into one share of common stock. The stock split became effective with the Financial ~~Industry~~ Industry Regulatory Authority (“FINRA”) on May 21, 2018.

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

On January 22, 2019, the Company entered into an Acquisition Agreement with THF Holdings Pty Ltd., an Australian corporation (“THF”) and Rural, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of THF in exchange for 4,000,000 ~~shares~~ shares of Company’s common stock, valued on January 22, 2019 at $1,000,000. THF is an Australian Cancer treatment and medical device company. Rural was the majority shareholder of THF. In March 2019, the acquisition of THF was completed and THF became a subsidiary of the Company. In addition, the acquisition was accounted for business combination under common control of Rural. This company was sold in September 3, 2022. THF has subsequently changed name to Rayont (Australia) Pty Ltd,

On September 7, 2019, FINRA approved name and trading symbol change. ~~The~~In ~~renaming~~addition ~~sparked~~to the ~~commencement~~name ofchange the Company also commenced a significant ~~change~~ change in corporate strategy and the future direction of the ~~company~~Company.

On September 30, 2020, pursuant to an Acquisition Agreement the Company acquired all of the issued and outstanding shares of Rayont ~~International~~ International (Labuan) Inc (“RIL”), a Malaysian Offshore company as Exclusive Licensee of a Cancer Treatment technology for Sub-Sahara African Region. Under the agreement, Rayont acquired 100% of the outstanding shares of RIL in exchange for 25,714,286 shares of the Company’s common stock valued at $1.8 Million based on the closing share price on the OTC Markets on September 29, 2020.

Rayont International (Labuan) Inc is an on offshore company incorporated in Labuan, Malaysia which offers attractive 3% tax on profit. The company is a clinical-stage life sciences company that holds the exclusive license for registering and commercializing Photosoft technology for treatment of all cancers across Sub-Sahara African region. The technology has already been licensed in Australia, New Zealand, ~~China,~~ ~~Malaysia~~ China and ~~Sub-Sahara Africa~~Malaysia. The human clinical trial efforts have started in Australia and China conducted by Hudson Medical Institute, Australian.

~~Photosoft~~On ~~technology~~August is26, an2020, ~~improved~~the ~~next~~Company ~~generation~~established ~~Photodynamic~~Rayont ~~Therapy~~Technologies ~~(PDT)~~Pty Ltd. ~~PDT~~(“Rayont ~~uses~~Technologies”) ~~non-toxic~~through ~~photosensitizers~~Rayont ~~and~~(Australia) Pty ~~visible~~Ltd. ~~light~~Rayont ~~in combination~~Technologies ~~with~~is ~~oxygen~~an toAustralian ~~produce~~corporation ~~cytotoxic-reactive~~and ~~oxygen~~Internet ~~that~~of ~~kills~~Things ~~malignant~~specialist ~~cells,~~providing ~~shuts~~services ~~down~~such ~~tumors~~as ~~and~~end-to-end ~~stimulates the~~employee ~~immune~~engagement ~~system.~~and Inexperience ~~contrast~~platform tofor ~~surgery,~~businesses orin ~~radiotherapy~~Australia and ~~chemotherapy~~globally. ~~which~~Rayont ~~are~~Technologies ~~mostly~~engages ~~immunosuppressive,~~in ~~PDT~~providing ~~causes~~customized ~~acute inflammation,~~digital ~~expression~~learning ofbased ~~heat~~on real-~~shock~~life ~~proteins,~~ and ~~invasion~~practical situations and ~~infiltration~~e-learning ofprogram. aThis ~~tumor~~company bywas ~~leukocytes~~sold on January 31, 2022.

~~Given~~In ~~the~~order ~~acquisition~~to ofcope ~~THF~~with ~~Holdings~~rapid ~~Pty~~growth ~~Ltd and~~ Rayont ~~International~~Technologies ~~(Labuan)~~Pty ~~Inc~~Ltd asentered ~~well~~an asagreement ~~the~~on ~~cancer~~October ~~treatment assets that the company has invested on~~15, ~~Rayont~~2020 ~~has~~with ~~been focusing on commercializing these investments~~Ms. ~~The~~Kayla ~~commercialization~~Ranee ofSmith ~~the current assets for cancer treatment requires medical board approval for almost all of the countries subject~~ to ~~the license. Rayont has conducted~~purchase the ~~initial~~assets ~~study~~of toWorkstar ~~identify~~Tech ~~the requirements for obtaining the approvals for using PDT to treat cancer across different jurisdictions in Sub-Saharan Africa~~ (~~“SSA”~~Aust). ~~The~~Pty ~~same~~Ltd ~~PDT~~for ~~technology has been licensed in China~~USD215,017.19 ~~Australia and New Zealand~~(AUD302,876.22) Itpayable ~~is currently~~over ~~undergoing~~90 ~~medical~~days ~~trials~~upon ~~in Australia and China~~Ms. ~~The~~Smith ~~recent~~transferring ~~announcements show positive results that~~ the ~~technology works. The company believes that it will take time before it can start commercializing these~~ assets ~~and start~~ to ~~generate~~Rayont ~~revenues and~~Technologies ~~operating~~Pty ~~profits~~Ltd. InThis ~~order to sustain and grow the business the~~ company ~~has~~was ~~been~~sold ~~actively~~on ~~looking~~January ~~for~~31, ~~new opportunities post COVID-19 pandemic~~2022.

On ~~August~~December 2623, 2020, ~~the~~Rayont ~~company~~Australia ~~through~~Pty ~~its~~Ltd, a wholly-owned subsidiary of Rayont Inc. (~~Australia~~the “Company”), ~~Pty~~acquired ~~Ltd~~all ~~f.k.a~~of ~~THF~~the issued ~~Holdings~~and outstanding capital stock of Prema Life Pty Ltd, ~~incorporated~~an ~~Rayont Technologies~~Australian company (“Prema Life”), from TheAlikasa (Australia) Pty Ltd, Prema Life’s sole shareholder. ~~COVID-19~~The ~~created~~acquisition ~~new~~of ~~opportunities~~Prema ~~for~~Life ~~digital~~was ~~economy~~completed, ~~since~~and ~~employers~~Prema ~~globally~~Life ~~around~~became ~~the~~a ~~world~~subsidiary ~~were~~of ~~forced~~the toCompany. ~~enable~~Prema ~~working~~Life ~~from~~is ~~home.~~a ~~Rayont~~Hazard ~~Technologies~~Analysis ~~enables~~Critical ~~digital~~Control ~~employee~~Point ~~engagement~~(HACCP) bycertified ~~automating~~manufacturer ~~employee~~and ~~recruitment,~~supplier ~~onboarding~~of functional foods and supplements, ~~competency~~and ~~assessment~~of practitioner only naturopathic and ~~continuous~~homeopathic ~~learning~~medicines. ~~Rayont~~Prema ~~Technologies~~Life ~~hired~~produces ~~Mr.~~an ~~Shilow~~extensive ~~Shaffier~~range asof ~~the~~products ~~Chief~~including ~~Executive~~proteins, green ~~Officer~~blends, ~~to lead~~sports ~~the~~nutrition, ~~operations.~~weight ~~Within~~management ~~first~~and ~~few~~maintenance, ~~months~~and ~~the~~health ~~company~~and ~~started~~wellness ~~generating~~products. ~~revenues~~This ~~from~~company ~~some~~was ~~reputable~~sold ~~clients~~on ~~within~~September 1, ~~Australia~~2022.

InOn ~~order~~December to23, ~~fulfill~~2020, ~~the~~pursuant ~~orders~~to ~~and~~an ~~grow~~Acquisition ~~rapidly~~Agreement, Rayont ~~Technologies~~Australia Pty Ltd, ~~entered~~a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of GGLG Properties Pty LTD, an ~~agreement~~Australian oncompany ~~October~~(“GGLG”), 15from TheAlikasa (Australia) Pty Ltd, ~~2020~~GGLG’s ~~with~~sole Msshareholder (the “Seller”). ~~Kayla~~The Seller is an affiliate of the Company and ~~Ranee~~therefore ~~Smith~~the toacquisition is being treated as a related party transaction. The purchase price is $605,920, which is a 10% discount of the ~~assets~~total amount of ~~Workstar~~GGLG’s ~~Tech~~net ~~(Aust)~~tangible ~~Pty~~assets. ~~Ltd~~The ~~for~~purchase ~~AUD~~price ~~302~~will be paid in six instalments after a $265,~~876~~300 down payment.22 In ~~payable~~the ~~over~~event 90an ~~days~~instalment ~~upon~~payment Msis ~~Smith~~not ~~transfers~~ paid timely, the ~~assets~~Seller has agreed to ~~Rayont~~accept ~~Technologies~~shares ~~Pty~~of ~~Ltd~~the Company valued at $0.87 per share. The ~~assets~~price ~~that~~per ~~Rayont~~share ~~Technologies~~is ~~acquired~~based ~~under~~on a 20% discount of the ~~agreement~~average ~~are:~~share price on the OTC Markets over the last 30 trading days.

1On February 18, 2021 the Australian Foreign Investment Review Board approved the capital stock transferring of GGLG Properties Pty Ltd to the Rayont Australia Pty Ltd. On March 9, 2021, the parties agreed to amend the acquisition agreements for the GGLG Properties Pty Ltd ~~Trademark~~and as per Board Resolution, the Company issued 710,713 shares of its common stocks in lieu of payment by Rayont Australia Pty Ltd of approximately $605,920 to TheAlikasa Pty Ltd as full and final payment for the acquisition of 100% of the issued and outstanding common stock of GGLG.

2GGLG Properties Pty Ltd is a special purpose company to hold the property asset of Rayont (Australia) Pty Ltd. Until the 28 June 2021, GGLG ~~Website~~Properties Pty Ltd owned the property located at 11 Aldinga Street, Brendale, 4500 QLD, Australia which is the facility where Prema Life Pty Ltd operates. With the sale of property, GGLG Properties Pty Ltd has no real assets and operations hence, it has to reinvent itself and select a business activity to focus on. This company was sold on September 1, 2022.

3On December 29, 2020, the Company incorporated Rayont Malaysia Sdn Bhd with a paid-up capital of $25 and on December 31, 2020 incorporated Rayont Technologies (M) Sdn Bhd with a paid-up capital of $25 from Rayont Malaysia Sdn Bhd to carry out its business activities in Malaysia. ~~Software~~On February 5, 2021 Rayont Technologies (M) Pty Ltd entered into an Asset Purchase Agreement with Sage Interactive Sdn Bhd to purchase its assets in consideration of the payment of USD 105,000.00. These assets include software for remote learning, customer contracts, digital content and two key employees and one director. These assets will operate in Malaysia under Workstar trademark and operation shall be integrated with Rayont Technologies Australia to drive efficiency and scale of digital assets operations. Rayont Technologies (M) Sdn Bhd was sold on January 31, 2022.

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

51. ~~Customer~~Achievement ~~Contracts~~of EBIDTA of USD500,000 (AUD700,000) by June 30, 2022.

~~Full~~2. ~~copy~~Former ofowner ~~the~~remain ~~asset~~and ~~purchase~~transition ~~agreement~~the ~~can~~business beuntil ~~found~~December in31, ~~Exhibit 10~~2022.1.

~~Given~~3. ~~its~~Complete ~~investments in healthcare and now technology and education,~~ the ~~company~~opening ~~is focused on partnering with entrepreneurial and mid-sized companies across the world and has already acquired a significant portfolio~~ of ~~assets~~new ~~across~~branch ~~Australia,~~by ~~Asia~~December ~~and Africa from core sectors~~31,2022.

●As of ~~Healthcare~~June ~~Services~~30,2022 the business failed to meet the first condition so the amount of the USD110,000 (AUD150,000) has been deducted from the purchase price. The remaining conditions have been met by the vendor and as of December 28,2022 is unconditional and it has been agreed to be paid on 31 January 2023.

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

●As ~~Technology~~of this filing date, the Company has not completed and file its Form 8K as required by the SEC rules and regulations. The Company is in the process of completing all necessary documentation for the Form 8K filling in due time

AsOn ofMay ~~September~~14, 302022 Wonderfoods Retail Pty Ltd, ~~2020~~a wholly owned subsidiary of Rayont (Australia) Pty Ltd, entered into an agreement with Jovestone Pty Ltd to purchase the ~~company~~business ~~group~~of ~~structure~~Go ~~consisted~~Vita at Capalaba in consideration for USD6,918 (AUD10,000) and existing stock value at USD64,337 (AUD93,000) payable in three instalments. The total payment for the purchase of the ~~following~~business ~~companies:~~completed on August 17, 2022.

~~The~~On ~~company~~June ~~focus~~29, is2022 toRayont ~~grow~~(Australia) ~~revenues~~Pty ~~and~~Ltd ~~operating~~(“Asset ~~profit~~Seller”), ~~within~~Rayont ~~next~~International ~~financial~~(L) ~~year~~Limited (“License Seller”) and ~~plans~~Nova toMedical ~~acquire~~Group ~~revenue~~Pty ~~generating~~Ltd ~~companies~~(“Buyer”) signed the Asset Sale Agreement for sale of Next Generation Photo Dynamic Therapy (NGPDT) License for Sub-Sahara Africa and ~~grow~~its ~~the~~equipment ~~current~~for ~~businesses~~a ~~within~~consideration of USD3,500,000 where the ~~sectors~~consideration itis ~~focuses~~split ~~on.~~as follows:

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

~~Given~~● ~~that~~Equipment ~~the~~– ~~company~~USD ~~has established multiple business units or divisions and the competitive conditions defer for each business unit~~1, ~~the company presets these conditions accordingly.~~000,000

1.About ~~Healthcare~~Rayont ~~Services~~Inc

~~Cancer~~Rayont Inc is ~~emerging as~~ a ~~major~~Nevada ~~public~~USA ~~health~~company. ~~problem~~Rayont operates in ~~Sub-Saharan~~the ~~Africa~~personalized ~~because~~natural ofhealthcare ~~population~~sector ~~aging~~in ~~and~~USA ~~growth, as well as increased prevalence of key risk factors, including those associated with social~~ and ~~economic transition~~Australia.

~~According~~Rayont touses ~~the~~scientific ~~World~~tools ~~Health~~such ~~Organization~~as DNA, ~~the~~microbiome, ~~number~~iridology ~~of new cancer cases per year will increase by 70% in Africa between 2012~~ and ~~2030 due to demographic changes alone – faster than in any~~ other ~~region~~tests ofto ~~the~~personalize ~~world. Furthermore~~diagnoses, ~~for~~prescription ~~many~~and ~~cancers,~~treatments ~~the~~of ~~risk~~natural ofcomplementary ~~getting cancer~~ and ~~the~~alternative ~~risk~~medicine ofproducts, ~~dying~~services ~~from~~and ~~cancer~~treatments isto ~~nearly~~our ~~the~~patients ~~same~~in ~~throughout~~ the ~~Sub-Saharan~~markets ~~region~~we ~~of Africa, due mostly to the late stage of diagnosis and lack of treatment~~operate.

Rayont ~~intends~~Inc toCorporate establish numerous Next Generation Photo Dynamic Therapy (NGPDT) centers to facilitate the treatment of cancers, starting in Port Elizabeth, South Africa prior to rolling out the concept across the broader Sub-Saharan Africa license region which encompasses a total of 48 countries and 1.1 billion people.Structure

2.As ~~Education~~of &June ~~Technology~~30, 2022, the company group structure consisted of the following companies:

~~The~~Rayont ~~Online~~Inc ~~Education~~Group ~~industry~~Products ~~has expanded over the past five years. Technological advancements~~ and wider internet access have made the online education model an increasingly viable option for learning and career advancement. However, changes to government funding and intensifying competition have constrained revenue over the period. Industry revenue is expected to rise at an annualized 8.5% over the five years through 2019-20, to a total of $8.1 billion. This includes growth of 10.1% in the current year.Services

~~Online~~In ~~education~~line ~~provides greater flexibility compared~~ with ~~traditional~~our ~~education~~purpose ~~and~~“help ~~enables~~people ~~full-time~~live ~~workers~~healthy ~~to engage in further learning~~life”. ~~Many~~We ~~education~~offer ~~providers~~our ~~have~~patients ~~recognized the growing need for flexibility~~ and ~~have~~clients ~~increased~~ the breadth of courses available online. MOOCs have grown in popularity over the past five years, facilitating enrolments from mature-age students that are looking for professional education. A depreciating Australian dollar has boosted enrolments from international students, supporting the industry. In addition, the number of VET providers has risen over the past five years, following ~~government~~products ~~intervention to~~and ~~allow VET students access to financial assistance.~~services:

~~The~~Complementary ~~COVID-19~~and ~~virus~~Alternative ~~outbreak~~Medicine ~~has~~Contract encouraged operators to move courses online, to conform with government restrictions on social distancing. However, most of these courses are expected to return to the classroom in time for the second teaching semester at most Australian institutions. For classes to be included in the industry, at least 80% of the content must be delivered online. Consequently, the effect of the COVID-19 virus outbreak on the industry is expected to be minimal in the current year.Manufacturing

AsNatural ~~the~~Vitality ~~industry~~Australia ~~approaches~~is ~~saturation,~~an ~~population~~Australian ~~demographics~~boutique ~~and~~contract ~~trends~~manufacturer inof ~~employment~~innovative ~~are~~health ~~projected~~foods toand ~~influence future demand for online education~~nutraceuticals. ~~The~~Natural ~~national~~Vitality ~~unemployment~~Australia has ~~rate~~been ismanufacturing ~~forecast~~quality tohealth ~~rise~~products for over ~~the~~13 ~~next five~~ years, ~~driving~~as ~~industry~~well ~~revenue~~as ~~growth. Additionally,~~producing ~~the~~its ~~number~~own ~~of internet connections across Australia is projected to rise~~brand, ~~supporting~~Wonder ~~industry~~Foods ~~growth.~~for ~~Industry revenue is anticipated to increase at an annualized 5.6%~~ over ~~the~~30 ~~five~~ years ~~through 2024-25, to $10~~.~~7 billion.~~

~~Rayont~~We ~~Technologies~~are ~~competitors~~an inexperienced, ~~the~~certified ~~learning~~organic ~~and~~processor ~~education~~with ~~space~~a ~~will~~wide ~~include~~range ~~SAP~~of ~~Litmos,~~organic ~~Kineo,~~ingredients ~~Walkme~~on ~~and Linkedin Learning~~offer. ~~With new~~Natural ~~developments~~Vitality Australia specializes in ~~leading~~functional ~~technology~~foods, ~~such~~green ~~as AI~~blends, ~~Gamification~~sports ~~and AR/VR~~nutrition, ~~Rayont~~weight ~~is looking to be a leader in the corporate learning market. The Workstar assets include two learning~~ management/maintenance and ~~employment~~health ~~engagement software platforms~~ and ~~digital~~wellness ~~content creation capabilities~~products.

~~Customers~~Natural Vitality Australia offers a range of manufacturing options include powders, liquids, capsules, homeopathic, creams and ointments.

1https://nva. ~~Healthcare Services~~com.au

Next Generation Photo Dynamic Therapy (NGPDT) centers have not been established and commercialized yet.

2. Education & Technology

Under the agreement dated October 15, 2020 with Ms. Kayla Ranee Smith to purchase the assets of Workstar Tech (Aust) Pty Ltd Rayont Technologies Pty Ltd acquired a number of ongoing service agreement with customers who are using the Nexus or the Sphere systems. The customer contracts include large and enterprise customers from the Banking, Hospitality, Food and Beverage and Retail markets.

Products

1. Healthcare Services

What is Photo Dynamic Therapy?

Photo Dynamic Therapy (“PDT”) is an alternative cancer treatment that requires patients to orally or intravenously consume a synthetic photosensitizing agent (i.e., a light-activated drug) to circulate through the body. As the agent passes through the insides of the patient, it will concentrate at the sight of the cancer. Next the patients will be exposed to specific wavelength delivery devices that will use light to ‘activate’ the photosensitizing agent, and through a cascade of molecular reactions, will destroy the cells and tissues exposed to the agent (i.e., the cancer).

Despite the original form of PDT (developed in the 1970’s) still being used for the treatment of some cancers today, there are limitations on its effectiveness for non-superficial cancers.

For example, some patients using PDT had trouble absorbing sufficient light for cancers that had grown deep within the skin or were metastatically spread throughout the body.

Further the earlier versions of the synthetic photosensitizing agent were not selective enough, and sometimes concentrated in areas that did not have cancer.

Synthetic photosensitizing agents tend to remain in the patient’s body for an extended amount of time. This made some patients sensitive to light as some surface-level remains of the agent were reacting with the sun.

Because of this, the treatment depth of PDT was limited to mainly surface level cancers. This shortcoming gave rise to a second generation of PDT treatment termed next generation or ‘NGPDT’, that addressed the limitations of its predecessor.

~~Next-Generation~~Prescription ~~Photo~~Only ~~Dynamic~~Complementary ~~Therapy~~Alternative ~~(NGPDT)~~Medicine

~~The~~Natura ~~latest~~Prescriptum ~~NGPDT~~Medicina ~~treatment~~(NPM) ~~varies~~is ina ~~both~~brand ~~the~~of ~~photosensitizing~~products ~~agent,~~that ~~and~~licensed ~~wavelength~~naturopaths ~~delivery~~can ~~devices,~~prescribe ~~and~~to ~~delivers~~their apatients. ~~superior~~These ~~and~~products are manufactured ~~safer~~at ~~treatment~~our ~~that~~own ~~targets~~manufacturing ~~primary~~facility ~~cancers~~and distributed via our distributors to pharmacies across Australia.

~~This~~We ~~next~~have ~~generation~~more ~~treatment~~than ~~process~~2000 ~~is:~~licensed naturopaths across Australia who carry our products and distribute it to their clients.

~~● Non-Toxic – NGPDT uses Photosoft™ a non-toxic, chlorophyll-based PDT photosensitiser, instead of a synthetic-based photosensitizing agent used in traditional PDT~~https://premalifeaustralia. ~~Photosoft™ is a complex of chlorin and chlorophyllin, is water soluble and completely harmless to the body. ● Minimised Photosensitivity – The chlorophyll~~com/product/weight-based agent circulates around the patient’s system and has a significantly faster clearance time (24 Hours) than the traditional synthetic PDT agent (Up to 3 months). ● Highly Selective for Cancer Cells – The chlorophyllsupport-based agent is better able to selectively accumulate onto metastatically spread cancers as well as developed cancers that are hard-to-detect by the immune system. The Hudson Institute of Medical Research reports the new IVX-PO2 version is 15x more effective than its predecessors.drops/

~~NGPDT~~Complementary ~~Treatment~~& ~~Program~~Alternative Medicine E-Commerce

~~The~~https://wonderfoods.com.au ~~treatment plan~~ is ~~different~~an ~~for~~e-commerce ~~every~~platform ~~patient.~~that ~~Every~~offers ~~detail~~functional isfood, ~~considered~~supplements, ~~via~~complementary ~~professional~~and ~~consultation,~~alternative ~~ensuring~~medicine ~~the~~products ~~most~~for ~~suitable~~those ~~treatment~~who isseek ~~facilitated.~~to ~~Rayont’s~~improve ~~NGPDT~~their ~~treatment~~health ~~will follow a standardized treatment protocol~~naturally. ~~that goes through three phases.~~

1)The ~~Preparation;~~site offers consumers a range of products made from natural organic sources of products and delivered to customers across Australia.

2)Telehealth ~~Treatment;~~Platform ~~and~~for Naturopaths

3)http://healthscript.io ~~Rehabilitation~~is a platform for complementary and alternative health on demand. The platform enables consumers to find, consult and obtain prescription from licensed naturopath’s online of from their phone.

The ~~Preparation~~platform ~~Phase~~is ~~will~~an beAustralian ~~the~~platform ~~initial consultation between the doctor and the patient. The doctor will closely assess the patient eligibility~~ for ~~NGPDT~~now ~~treatment,~~with asaspiration ~~well~~to asbecome ~~provide~~ a ~~professional~~global ~~opinion~~platform onis aavailable ~~possible~~on ~~treatment plan. Upon mutual consent~~website, ~~the~~ ~~patient~~android ~~will~~and ~~be able to start treatment~~IOS.

The ~~Treatment~~prescriptions ~~Phase~~are isdigitally ~~typically~~delivered ~~three~~to ~~consecutive~~Premalife ~~rounds~~office ofand ~~NGPDT treatment, however~~ the ~~specifics~~delivered ~~change~~to ~~depending~~patients onwith ~~the~~mail ~~treatment plan~~within ~~produced~~48 ~~in the Preparation Phase~~hours.

~~After~~Health treatment, the immune system is in a debilitated state, leaving patients vulnerable to infection or the regrowth of cancer. Rayont is looking to partner with a number of partners to facilitate the Rehabilitation Phase. For this, both will work in conjunction to recuperate the patient’s immune system, and its ability to detect and destroy abnormal cells (e.g., possible cancer regrowth).Education

2https://totalvita.com.au ~~Education~~is &FREE ~~Technology~~health literacy and education website for consumers globally. The articles are written by professional medical, allied health, naturopaths and other professionals.

Under the agreement dated October 15, 2020 with Ms. Kayla Ranee Smith to purchase the assets of Workstar Tech (Aust) Pty Ltd. Rayont Technologies Pty Ltd acquired a number of established products that offer customers the following products and services:Cosmetics

~~1) Custom Content Development~~https://www. ~~Rayont Technologies customers are able to develop custom content with different levels of interactivities depending on their needs~~rosanaturals. ~~The contact is able to be uploaded or made compatible with their existing systems of can be bundled with our existing systems. 2) End-to-end employee experience~~com/~~engagement~~about/ ~~platform. The Nexus platform~~ is a ~~cloud-based~~cosmetic ~~platform~~range ~~that~~of ~~clients~~products ~~can~~sold ~~manage~~under ~~employee~~the ~~experience~~brand ~~and~~rosa ~~engagement which includes recruitment and selection, new employee onboarding, induction, competency assessment, learning management, social networking etc~~naturals. ~~3) Learning Management System.~~ The ~~Sphere~~products Learning Management System is a cloud based digital learning solutions for businesses that want to reduce employee down time from face-to-face learning activities. The system is able to be integrated with third party content, able to upload client custom content and SCORM compliant. 4) Content subscriptions. Workstar and Rayont Technologies Pty Ltd are inmanufactured ~~process~~at ofour ~~negotiating~~factory ~~strategic partnership with global, regional~~ and ~~local~~distributed ~~content libraries to be integrated with The Nesus~~ online and ~~The~~through ~~Sphere~~pharmacies ~~Learning~~across ~~Management Systems~~Australia. ~~Clients~~We ~~can~~recently ~~subscribe~~acquired tobiomimmic ~~any~~skin ~~content~~care asbrand ~~and~~adding ~~when~~to ~~they~~our ~~need~~cosmetics ~~for their employees and they pay per content they consume only~~brand. ~~Rayont receives revenue share based on revenues generated through our customer networks~~https://www.biomimicskincare.com

Remedial Massage & Myotherapy

https://nomoreknots.com.au is the largest Australian remedial massage & myotherapy offering a wide range of service to patients of various ages such as remedial massage, myotherapy, pregnancy massage, physio, osteopathy, and beauty therapy. The services are offered currently at Greenslopes, Taringa, Newmarket, and Ipswich. We are adding Clayfield as our fifth branch with aspiration to become not just an Australia wide player but a global brand.

Compounding Pharmacy

https://www.tuguncompounding.com.au is a Queensland based custom made compounding pharmacy. A growing network of practitioners across Australia supply their patients’ prescriptions to Tugun Compounding Pharmacy where they are fulfilled and custom made. The company has capabilities to produce a wide range of products including active ingredients, aesthetics and dermatology.

Skin DNA Testing

https://www.skindna.com.au is a proprietary Skin DNA testing platform and largest skin DNA profiling tool in the world. The company has its main

Marketing and Sales

In order to become competitive in the private equity space, the Company has taken steps to establish ~~and~~a number of digital marketing ~~channels~~ channels namely:

Websites. This is an effective marketing and branding tool for customers, employees and investors as well as the public educations. The Company has completed its website and updates it regularly. The following are some important websites that the Company has:

iCompany Website Rayont Inc https://rayont.com Wonder Foods Pty Ltd https://wonderfoods.com.au Health Script Pty Ltd http://healthscript.io Prema Life Pty Ltd https://totalvita.com.au Prema Life Pty Ltd https://www.~~rayont~~rosanaturals.com iiPrema Life Pty Ltd https://premalifeaustralia.com Prema Life Pty Ltd https://nva.com.au The Skin DNA Pty Ltd https://www.~~workstar~~skindna.com.au Health Script Pty Ltd https://www.tuguncompounding.com.au No More Knots Pty Ltd https://nomoreknots.com.au Biomimic Pty Ltd https://www.biomimicskincare.com

2) Social media channels The Company has set up major social media channels such as Facebook, LinkedIn and instagram for each brand. The Company has established YouTube channels for some of the brands. These social media channels are linked and integrated with the websites.

	2)	Social media channels The Company has set up major social media channels such as Facebook, LinkedIn and Instagram for each brand. The Company has established YouTube channels for some of the brands. These social media channels are linked and integrated with the websites.

	3)	Digital and traditional advertising. The marketing infrastructure enables the Company and its subsidiaries to conduct both digital and traditional advertising activities.

3) Digital and analog advertising. The marketing infrastructure enables the Company and its subsidiaries to conduct both digital and analog advertising activities.

Suppliers

Rayont International (Labuan) Ltd f.k.a Natural Health Farm Inc entered into exclusive distribution and licensing agreement with RMW Cho Group Ltd on 26th November 2018 to commercialize NGPDT technology across sub-sahara African territories. Rayont’s NGPDT licence provides exclusive use of the NGPDT throughout the entire Sub-Saharan Africa region. As depicted in the table opposite, this vast region is densely populated. According to “Worldmeter” in 2019 this region is home to move than 1.1 billion individuals which represents approximately 14.35% of the entire global population.

Intellectual Property

The Company through its subsidiaries has acquired current trademarks, classes, countries registered and developed a number of intellectual properties in form of trademarks. The table below provides the list of expiry date for each trademark.

Owner	Number	Trade Mark (Words)	Classes	Narration	Renewal Date
Prema Life	395814	Bio Research	5	All goods in this class, particularly pharmaceutical products	22-August-2024

Prema Life	1563375	Radico Colour Me	3	Hair Colours	18-June-2023

Prema Life	1563600	Oliveheart	5	Dietary Food Supplement for Human Consumption	19-June-2023

Prema Life	1676868	Liten’up	5	Dietary food preparations for medical use (medical food); Dietary food supplements; Dietetic food supplements adapted for medical purposes; Dietetic foods adapted for medical purposes; Dietetic foods for medicinal purposes; Dietetic foodstuffs for medical purposes; Food supplements (dietary supplements); Food supplements for medical purposes	24-February-2025

Prema Life	1708072	BlackAqua	5	Dietary supplemental drinks in nature of vitamin and mineral beverages, nutritionally fortified water; energy drinks (dietary supplements); mineral supplement for humans	17-July-2025

Prema Life	1712023	Physio-eze	5	Pain relieving creams	05-August-2025

Prema Life	1721405	Macaroo	5	Dietary supplements; Herbal dietary supplements	14-September-2025

Prema Life	1766361	MarineGreen Plus	5	Dietary food supplements; Dietary nutritional supplements; Dietary supplements; Herbal dietary supplements; Plant extracts (dietary supplements); Supplements (trace element) for foodstuffs for human consumption	22-April-2026

Prema Life	1768773	Figalax	5	Dietary fiber; Dietary fibre; Dietary food supplements; Dietary protein supplements; Dietary supplements; Energy drinks (dietary supplements)	04-May-2026

Prema Life	1836265	NPM	35	Brand creation services	05-April-2027

Prema Life	1836266	Bio Activ	35	Brand creation services	05-April-2027

Prema Life	1836267	Sun Ray Health & Botanicals	35	Brand creation services	05-April-2027

Prema Bros	1837211	Prema	29	Extra-virgin olive oil; Fish in olive oil; Olive oil; Olive oil dip; Olive oil for food	7 Aril 2027

Complementary and Alternative Medicine Manufacturing Industry

Maintaining health and well-being has moved to the forefront of Australian’s minds as the COVID-19 epidemic has swept across the globe. This has led to a surge in consumer demand for health and wellbeing products in tandem with an increased awareness of naturopath remedies.

Technological advancement has lagged the industry average in the supplements sector, though projected growth and increased demand will force the industry to adapt and invest into technological and productive innovation.

Overall, success in the vitamin and supplement industry is characterized by three attributes: low revenue concentration, high Asian demand and economies of scale.

A well-positioned firm would optimally take advantage of these factors by expanding internationally and producing high volumes to minimize marginal costs and maximise profits before established players can collect a market share too large to appropriate.

Vitamin & Supplement Manufacturing Industry

Source: https://www.grandviewresearch.com/industry-analysis/dietary-supplements-market

Vitamin and Supplement Manufacturing in Australia - Market Size 2007–2028

Source: https://www.ibisworld.com/au/market-size/vitamin-supplement-manufacturing

The Vitamin & Supplement Manufacturing industry has grown at a faster rate than the Consumer Goods & Services sector in Australia.

Vitamin & Supplement Market Segmentation

Major Players in Australia

No	Industry Players	Description	Market Share
1	Blackmore Ltd	Blackmores Ltd is Australia’s leading natural health company. Founded by Maurice Blackmore, the company is listed on ASX and operates in Australia and globally. Blackmore has developed high quality products and services that deliver a more natural approach to health, based on our expertise in vitamins, minerals, herbs and nutrients.	5.9%
2	Nature`s Care Pty Ltd	Nature`s Care Pty Ltd was founded in Sydney in 1990. The company manufactures and distributes health supplements throughout Australia and globally.	6.9%
3	Pharmacare Laboratories Pty Ltd	Pharmacare Laboratories Pty Ltd is an Australian based natural health company that manufactures and distributes products across Australia and globally.	5.7%

Key Global Markets Overview

Government Regulations

~~The~~Certain ~~opening~~aspects of ~~NGPDT~~our ~~treatment~~business ~~centers~~activities ~~requires~~are ~~approval~~regulated ~~from~~by ~~respective~~different ~~medical~~government ~~boards~~regulations ofin ~~each~~different ~~territory~~countries ~~or country~~ we ~~are licensed by the licensor to~~ operate. ~~The approvals require either local medical trials or approval from established jurisdiction like FDA~~Given orthe ~~USA~~nature orof ~~European~~business ~~Community.~~operations ~~Currently~~of ~~medical~~Rayont ~~trials~~Inc ~~are being conducted in Australia~~ and ~~China.~~its ~~The~~subsidiaries, ~~company plans to start~~ the ~~medical~~laws ~~trials~~and inregulations ~~South~~application ~~Africa first followed by other territories as soon as positive results~~ are ~~seen in Australia in order to minimize the financial risks associated with medical trials.~~:

●

The standards in the Australia New Zealand Food Standards Code are legislative instruments under the Legislation Act 2003. Most of products we manufacture and distribute are classifies as food in Australia and New Zealand.

●

Therapeutic Goods Administration (TGA) is Australia’s government authority responsible for evaluating, assessing and monitoring products that are defined as therapeutic goods. It regulates medicines, medical devices and biologicals to help Australians stay healthy and safe. A significant portion of products we manufacture and distribute as classified as medicine and hence require medical doctor’s prescriptions to be sold to consumers.

Employees

As of ~~September~~June 30, ~~2020~~2022, wethe ~~have~~Group ~~3 employees, all~~ of ~~whom~~Rayont ~~performed~~has ~~operational,~~58 ~~technical and administrative functions. No payroll will be paid to the~~ employees before the Company generates net profits. We believe our future success will depend to a large extent on our continued ability to attract and retain highly skilled and qualified employees. We consider our employee relations to be good. None of ~~these employees belong to labor unions.~~which:

Under the agreement dated October 15, 2020 with Ms. Kayla Ranee Smith to purchase the assets of Workstar Tech (Aust) Pty Ltd Rayont Technologies Pty Ltd acquired 9 full time employees who have entered into new employment agreements with Rayont Technologies Pty Ltd effective of 7th of November 2020.

Company		Number of Employees
Prema Life Pty Ltd		21
No More Knots Pty Ltd		14
No More Knots Holdings Pty Ltd		2
No More Knots (Taringa) Pty Ltd		4
No More Knots (Newmarket) Pty Ltd		5
Wonder Foods Retail Pty Ltd		8
Rayont (Australia) Pty Ltd		2
Rayont Inc		2
Total		58

All of whom performed operational, technical and administrative functions. No payroll will be paid to the employees from Rayont Inc before the Company generates net profits. We believe our future success will depend to a large extent on our continued ability to attract and retain highly skilled and qualified employees. We consider our employee relations to be good. None of these employees belong to labour unions.

ITEM 1A. RISK FACTORS.

Not Applicable to smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not Applicable to smaller reporting companies.

ITEM 2. PROPERTIES.

Our executive office address is located at ~~Level~~228 3Hamilton Avenue,26 ~~Marine~~3rd ~~Parade~~Floor, ~~Southport,~~Palo ~~Queensland~~Alto, ~~Australia~~California 94301. The lease for this facility is ~~free of charge since we use a shareholder’s office. We believe that our leased facilities are suitable and adequate for~~$2,100 ~~their intended use~~yearly. The ~~company~~other ~~has~~subsidiaries ~~adopted~~of ~~work~~the ~~from~~group ~~home~~operate ~~policy~~in toproperties ~~comply~~owns ~~with~~from ~~COVID~~the ~~-19~~group ~~restrictions~~or inby ~~place~~lease inas ~~Australia and~~explained ~~other jurisdictions we operate.~~below:

	●	Prema Life Pty Ltd owns the property located at 32 French Avenue, Brendale QLD 4500, Australia. This property was bought in June 28, 2021. It consists of 2720m2 land and Building 1760m2.

	●	Rayont (Australia) Pty Ltd owns the property located at 900 Sandgate Road, Clayfield QLD, 4011, Australia. This property was bought in September 23, 2021. It consists of 607m2 land and Building 445m2.

	●	Rayont Properties Pty Ltd owns two properties. The first is located at 85 Juliette St, Greenslopes (lot 272) QLD 4120, Australia. This property was bought in May 4, 2022. It consists of 405m2 land and Building 280m2. The second is located at 44 Marquis Street, Greenslopes (lot 280) QLD 4120, Australia. This property was bought in May 4, 2022. It consists of 405m2 land and Building 115m2.

	●	No More Knots (Newmarket) Pty Ltd is lessee for the property located at 285-287 Enoggera Road, Newmarket, Qld, 4051, Australia. The lease for this facility is $57,441 yearly. Term of lease is for five years.

	●	No More Knots (Taringa) Pty Ltd is lessee for the property located at 215 Moggill Road, Taringa QLD 4068, Australia. The lease for this facility is $57,911yearly. Term of lease is for five years.

	●	Wonder Foods Retail Pty Ltd is lessee for the property located at Unit 6, 3986-3988 Pacific Highway, Loganholme QLD 4129, Australia. The lease for this facility is $46,671 yearly. Term of lease is for five years.

We believe that our facilities are suitable and adequate for their intended use.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Common Equity

Our common stock is quoted on the OTC Market Pink Sheet (“OTC PINK”) under the symbol “RAYT”. The following table sets forth the high and low bid prices for our common stock for the two most recently completed fiscal years. Such prices are based on inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

Fiscal 2017	Low		High
First Quarter	$	1.05	$	5.00
Second Quarter	$	1.42	$	2.00
Third Quarter	$	0.20	$	1.42
Fourth Quarter	$	0.40	$	6.00

Fiscal 2018	Low		High
First Quarter	$	1.60	$	6.00
Second Quarter	$	1.40	$	10.40
Third Quarter	$	0.75	$	4.00
Fourth Quarter	$	0.25	$	1.00

Fiscal 2019	Low		High
First Quarter	$	0.29	$	0.34
Second Quarter	$	0.23	$	0.75
Third Quarter	$	0.20	$	0.51
Fourth Quarter	$	0.33	$	0.50

Fiscal 2020	Low		High
First Quarter	$	0.09	$	0.50
Second Quarter	$	0.09	$	0.51
Third Quarter	$	0.05	$	0.50
Fourth Quarter	$	0.07	$	0.07

Fiscal 2021	Low		High
First Quarter through December 8, 2020	$	0.07	$	1.28
First Quarter	$	0.07	$	1.45
Second Quarter	$	1.13	$	2.65
Third Quarter	$	1.50	$	3.02

Fiscal 2022	Low		High
First Quarter	$	0.24	$	2.98
Second Quarter	$	2.5	$	2.74
Third Quarter	$	0.44	$	2.5
Fourth Quarter	$	0.8	$	1.95

Penny Stock Considerations

The trading of our common stock is deemed to be “penny stock” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus are subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $100,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:

● Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; ● Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; ● Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and ● Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

● Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

● Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and

● Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our common stock, which may affect the ability of selling stockholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock in the market place. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.

Common Stock Currently Outstanding

As of December 1728, ~~2020~~2022, 4650,~~606~~163,~~231~~797 shares were issued and outstanding.

Holders

As of the date of this Report, we had approximately ~~265~~587 stockholders of record of our common stock.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

Reports to Stockholders

We are currently subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will continue to file periodic reports, and other information with the SEC. We intend to send annual reports to our stockholders containing audited financial statements.

Transfer Agent

~~West~~Pacific ~~Coast~~ Stock Transfer ~~Inc.~~Company located at ~~721~~6725 N.Via ~~Vulcan~~Austi ~~Ave~~Pkwy., ~~1st~~Suite FL300, ~~Encinitas~~Las Vegas, CANV ~~92024~~89119 is the ~~registrar and~~ transfer agent for our common stock.

Recent Sales of Unregistered Securities

During ~~October~~July 121, ~~2020~~2021 to ~~December~~June 1530, ~~2020~~2022, the Company sold 749,~~734,413~~114 shares inof ~~some~~common ~~private~~stock ~~placements~~ to ~~135 investors for a total amount of $545,943. The Company relied upon Section 4(~~2) ~~and~~independent ~~Regulation~~investors Spursuant ofto ~~the~~a ~~Securities~~private ~~Act of~~placement; ~~1933~~16,614 asshares ~~amended,~~at ~~for~~$2.21; ~~the~~32,500 ~~sale~~shares ofat ~~these securities~~$2.20 Nofor ~~commissions were paid regarding the share issuance and the share certificates were issued with~~ a ~~Rule~~total ~~144~~amount ~~restrictive~~of ~~legend~~$108,217.

The Company relied upon Section 4(2) and Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the shares were issued in a book entry form with a Rule 144 restrictive legend.

Issuer Purchases of Equity Securities

None.

Additional Information

Copies of our annual reports on Form 10−K, quarterly reports on Form 10−Q, current reports on Form 8−K, and any amendments to those reports, are available free of charge on the Internet at www.sec.gov. All statements made in any of our filings, including ~~all~~ all forward-looking statements, are made as of the date of the document, in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law. The reports are also available on our corporate website at https://www.rayont.com. Upon written or oral request, we will provide to each person, including any beneficial owner, a copy of any or all of such reports, at no cost.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable to smaller reporting companies.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Annual Report contains “forward-looking statements” that describe management’s beliefs and expectations about the future. We have identified forward-looking statements by using words such as “anticipate,” “believe,” “could,” “estimate,” “may,” “expect,” and “intend,” or words of similar import. Although we believe these expectations are reasonable, our operations involve a number of risks and uncertainties and actual results may be materially different than our expectations.

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

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

~~Although~~The ~~the~~following ~~forward-looking~~discussion ~~statements in this Report reflect the good faith judgment~~ of our ~~management,~~financial ~~such~~condition ~~statements can only be based on facts~~ and ~~factors~~results ~~currently~~of ~~known~~operations byshould ~~them.~~be ~~Consequently,~~read ~~and~~in ~~because~~conjunction ~~forward-looking~~with ~~statements~~our ~~are~~financial ~~inherently subject to risks~~statements and ~~uncertainties,~~ the ~~actual~~related ~~results~~notes, and ~~outcomes~~other ~~may~~financial ~~differ~~information ~~materially~~included ~~from the results and outcomes discussed~~ in ~~the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in~~ this ~~report~~Form ~~as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects~~10-K.

Overview

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

On November 19, 2018, the Company’s former principal shareholder, Mr. Chin Kha Foo, entered into a stock purchase agreement to transfer 60% of the Company’s issued and outstanding shares to Rural Asset Management Services, Inc., a Malaysian company (“Rural”). On December 14, 2018, Rural became the principal shareholder of the Company and Mr. Ali Kasa was appointed to be the Company’s President, CEO, CFO, and Secretary due to the change in control of the Company. Rural is an equity investment company with portfolio of interest in biotechnology, healthcare, cancer treatment research and technology, ICT and Crypto Currency. Rural has invested to companies located in Malaysia, Australia and the USA.11

On ~~January~~November 2219, ~~2019~~2018, the Company’s ~~entered~~former ~~into~~principal anshareholder, ~~acquisition agreement with THF Holdings Pty Ltd~~Mr., anChin ~~Australian~~Kha ~~corporation and Rural~~Foo, ~~pursuant~~entered tointo ~~which~~a ~~the Company acquired 100% of the issued and outstanding capital~~ stock ofpurchase ~~THF~~agreement ~~Holdings~~to ~~Pty Ltd. in exchange~~transfer ~~for~~60% ~~4,000,000 shares~~ of the Company’s ~~common~~issued ~~stock,~~and ~~valued~~outstanding onshares ~~January~~to ~~22,~~Rural ~~2019~~Asset atManagement $1Services,~~000,000~~ Inc., ~~THF~~a ~~Holdings~~Malaysian ~~Pty~~Labuan ~~Ltd.~~company ~~is an~~(“Rural”). ~~Australian~~On ~~Cancer~~December ~~treatment~~14, ~~and~~2018, ~~medical device company.~~ Rural isbecame the ~~majority~~principal shareholder of ~~THF~~the ~~Holdings~~Company ~~Pty~~and ~~Ltd~~Mr.. InAli ~~March~~Kasa ~~2019, the~~was ~~acquisition~~appointed ofto ~~THF~~be ~~Holdings~~the ~~Pty~~Company’s President, ~~Ltd.~~CEO, ~~was~~CFO, ~~completed~~ and ~~THF~~Secretary ~~Holdings~~due ~~Pty~~to ~~Ltd.~~the ~~became~~change ain ~~subsidiary~~control of the Company. InRural ~~addition, the~~is ~~acquisition~~an ~~was~~equity ~~accounted~~investment ~~for~~company ~~business~~with ~~combination under common control~~ portfolio of ~~Rural. On~~interest ~~August~~in 25biotechnology, ~~2020~~healthcare, ~~the~~cancer ~~name~~treatment ~~THF~~research ~~Holdings~~and ~~Pty~~technology, ~~Ltd~~ICT and Crypto Currency. ~~was~~Rural ~~changed~~has invested to ~~Rayont~~companies located ~~(Australia)~~in ~~Pty~~Malaysia, ~~Ltd.~~Australia ~~(“Rayont~~and ~~Australia”)~~the USA.

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

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

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

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

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

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

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions. To date, the Company has experienced some adverse impacts; however, the impacts of COVID-19 on our operating results for the year ended September 30, 2020 was limited due to the nature of our business. The extent of the COVID-19 impact to the Company will depend on numerous factors and developments related to COVID-19. Consequently, any potential impacts of COVID-19 remain highly uncertain and cannot be predicted with confidence.12

9On December 23, 2020, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of Prema Life Pty Ltd, an Australian company (“Prema Life”), from TheAlikasa (Australia) Pty Ltd, Prema Life’s sole shareholder. The acquisition of Prema Life was completed, and Prema Life became a subsidiary of the Company. Prema Life is a HACCP certified manufacturer and supplier of functional foods and supplements, and of practitioner only naturopathic and homeopathic medicines. Prema Life produces an extensive range of products including proteins, green blends, sports nutrition, weight management and maintenance, and health and wellness products. In addition, the acquisition was accounted for business combination under common control. The method of accounting for such transfers, as well as the acquisition of businesses, was similar to the pooling of interest’s method of accounting. Under this method, the carrying amount of net assets recognized in the balance sheets of each combining entity are carried forward to the balance sheet of the combined entity. The amount by which the proceeds paid by the Company differs from Prema Life’s historical carrying value of the acquired business is accounted for as a return of capital or contribution of capital. In addition, transfers of net assets between entities under common control were accounted for as if the transfer occurred from the date that the Company and the acquired business were both under the common control and had begun operations. Prema Life Pty Ltd was sold on September 1, 2022.

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

~~Prior~~On toFebruary 18, 2021 the ~~change~~Foreign inInvestment Review Board approved the ~~control~~capital stock transferring of GGLG Properties Pty Ltd to the Rayont Australia Pty Ltd. On March 9, 2021, the ~~Company~~parties ~~was~~agreed to ~~focus~~amend onthe acquisition agreements for the ~~development~~GGLG ~~and~~Properties ~~designs~~Pty ofLtd aand ~~mobile~~as ~~application~~per Board (Resolution, the ~~“Mobile App”)~~Company ~~for~~issued a710,713 ~~third-party~~shares ~~company~~of its common stocks in ~~Hong~~leu ~~Kong.~~of ~~The~~payment ~~Mobile~~by ~~App~~Rayont ~~allows~~Australia ~~users~~Pty toLtd ~~book~~of ~~airline~~approximately $605,920 ~~ticket~~(AUD 800,000) ~~train~~to ~~ticket~~TheAlikasa ~~and~~Pty ~~taxi cabs,~~Ltd ~~play~~as ~~online~~full ~~games,~~and ~~facilitate~~final ~~payments~~payment for ~~utilities~~the ~~and~~acquisition ~~other~~of ~~services,~~100% of the issued and tooutstanding ~~facilitate~~common stock ~~shipping~~of ~~services~~GGLG. ~~and~~This socompany ~~forth~~was sold on September 1, 2022.

~~With~~On December 29, 2020, the ~~acquisitions~~Company ofincorporated Rayont ~~Australia~~Malaysia Sdn Bhd with a paid-up capital of $25 and Rayont ~~International~~Malaysia Sdn Bhd incorporated on December 31, ~~the~~2020 ~~Company~~Rayont ~~has~~Technologies ~~decided~~(M) Sdn Bhd with a paid-up capital of $25 respectively to ~~embark~~carry out its business activities in ~~life~~Malaysia. ~~science~~On asFebruary a5, ~~sector~~2021 Rayont Technologies (M) Pty Ltd entered into an Asset Purchase Agreement with Sage Interactive Sdn Bhd to purchase its assets in consideration of the payment of USD 105,000.00. These assets include software for remote learning, customer ~~operate~~contracts, ~~and~~digital ~~cancer~~content ~~treatment~~and asthree ankey ~~area~~employees. ~~that~~These itassets will ~~develop~~operate ~~its~~in ~~expertise~~Malaysia under Workstar trademark and ~~business~~operation shall be integrated with Rayont Technologies Australia to drive efficiency and scale of digital assets operations. Rayont Technologies (M) Sdn Bhd was sold on January 31, 2022.

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

~~The~~1. ~~Company~~Achievement ~~has~~of ~~restated~~EBIDTA ~~the consolidated financial statements as~~ of ~~and~~USD500,000 ~~for the year ended September 30~~(AUD700,000) ~~2019 contained in our previously filed Annual Reports on Form 10-K. The restatement was due to due to a material error discovered~~ by ~~the Company in accounting for stock-based compensations~~June to outside consultants. The Company has not amended its previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the restatement. The Company has adjusted the error by revising the consolidated financial statements as of and for the year ended September 30, ~~2019 included in Item 8~~2022. ~~Financial Statements and Supplementary Data.~~

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

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

As of June 30,2022 the business failed to meet the first condition so the amount of the USD110,000 (AUD150,000) has been deducted from the purchase price. The remaining conditions have been met by the vendor and as of December 28,2022 is unconditional and it has been agreed to be paid on 31 January 2023.

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

As of this filing date, the Company has not completed and file its Form 8K as required by the SEC rules and regulations. The Company is in the process of completing all necessary documentation for the Form 8K filling in due time.

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

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

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

● Equipment – USD 1,000,000

About Rayont Inc

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

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

Results of Operations

For the ~~fiscal~~twelve ~~years~~months ended ~~September~~June 30, ~~2020~~2022 and ~~2019~~2021

Revenue

There were $~~186~~2,~~663~~839,357 and ~~nil~~$2,969,599 revenue generated for the ~~years~~twelve months ended ~~September~~June 30, ~~2020~~2022 and ~~2019~~2021, respectively. The ~~increase was~~revenues were attributable to ~~revenue~~revenues generated from digital learning solutions provided by Rayont Technologies in Australia, and the revenues generated from Prema Life, No More Knots, No More Knots (Taringa), No More Knots (Newmarket) and Wonder Foods in Australia. The Company continues ~~looking~~ looking for other opportunities which could potentially increase the profits of the Company.

Cost of Goods Sold

There ~~was~~were no$1,456,733 and $1,221,026 cost of goods sold ~~incurred~~ for the ~~years~~twelve months ended ~~September~~June 30, ~~2020~~2022 and ~~2019~~2021, respectively. The increase was attributable to costs incurred by Prema Life in Australia.

Operating Expense

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

For the ~~years~~twelve months ended ~~September~~June 30, ~~2020~~2022 and ~~2019~~2021, there were a total of $~~425~~2,~~525~~868,918 and $2,~~306~~410,~~678~~075 operating expenses, respectively. The increase ~~decrease~~was inprimarily due to the salary expenses incurred for the operating ~~expense~~subsidiary, ~~was~~Rayont ~~primarily~~Technologies, ~~resulted~~the operating expenses generated from ~~that~~Prema Life as for the ~~share-based~~twelve ~~compensation~~months ~~granted~~ended June 30, 2022, as well as the increase in the depreciation and amortization expense due to the existing and new intangible and tangible assets acquired. The Company’s recorded the amortization expense for intangible ~~officer~~asset “Exclusive license for registering and ~~consultants~~commercializing inPhotosoftTM ~~2019~~technology” that was the biggest intangible asset of the Company.

10Other Income

~~Net~~Other ~~Loss~~income was $2,370,877 and $953,709 for the twelve months ended June 30, 2022 and 2021, respectively. The increase was attributable to sale of the equipment for the cancer treatment in the amount of $385,361; to sale of the Next Generation Photo Dynamic Therapy (NGPDT) License for Sub-Sahara Africa in the amount of $ 1,071,430.59. Whilst, USD353,194 arose due to tax incentive/grant obtained in relation to approved research and development activities carried out. Other income is generated from the sale of the subsidiary Rayont Technologies Australia in the amount of $668,174 and $39,975 from the sale of Rayont Technologies in Malaysia. In addition, debt forgiven in the amount of $167,124. The amount of $314,382 is deducted from Other income as a result of the sale of two subsidiaries Rayont Technologies Malaysia and Rayont Technologies Australia in the consolidation of the financial statements of the group.

WeThe ~~incurred~~amount ~~net~~of ~~losses~~USD 298,418 was attributable to differences between seller and purchase price of ~~$229~~the property that GGLG Properties Pty Ltd sold on June 29,~~445~~ ~~and~~2021. $2On October 15,~~302~~ 2020,~~463~~ ~~for~~the Company entered into an agreement to purchase the ~~years~~assets ~~ended~~of ~~September~~Workstar 30Tech (Aust) Pty Ltd, ~~2020~~from an individual towards purchase of fair value of USD476,594.32 (AUD632,393) for purchase consideration of USD228,258.35 (AUD302,876). The income from this transaction is $244,376. Whilst, USD185,539 arose due to tax incentive/grant obtained in relation to approved research and ~~2019~~development activities carried out. The amount of $225,376 ~~respectively~~was mainly due to tax incentive/grant obtained in relation to approved research and development activities carried out, due to ATO COVID19 Job Seeker, Cash Flow Boost incentives from Australian Government.

Net Income (Loss)

We had a net income of $244,858 and of $ 383,884 for the twelve months ended June 30, 2022 and June 30, 2021 respectively based on the factors discussed above.

Liquidity and Capital Resources

As of June 30, 2022 and As of June 30, 2021, the Company had working capital deficit of $83,884 and $1,456,964, respectively.

The deficit is attributable to loans due to a related party of $ 128,677 and $387,238, accounts payable of $384,355 and $99,615, accrued liabilities of $470,689 and $472,021, loan payable of $2,481,440 and $2,051,554, other payables of $278,800 and $209,712 and finance lease of $10,983 and $8,188, operating lease liabilities of $ 112,333 and $0 at June 30, 2022 and June 30, 2021, respectively.

As of June 30, 2022 and June 30, 2021, the Company had $3,783,393 and $1,771,364 in current assets, respectively.

As of June 30, 2022 and June 30, 2021, we had a cash and equivalents balance of $185,782 and $243,610, respectively. The Company’s operations are primarily funded by the revenue, other income, proceeds received from the sale of common stock in private placements and loans received during those periods.

Cash Flows from Operating Activities

Net cash used in operating activities was $169,145 for the twelve months ended June 30, 2022 compared with net cash used in operating activities of $187,493 for the twelve months ended June 30, 2021. During the twelve months ended June 30, 2022, the net cash used in operating activities was attributed to net income of $244,858, offset by depreciation and amortization expense of $485,830, non-cash portion of share based compensation for service of $61,500, gain on sale of assets of $1,456,792, gain on sale of investment of $310,277, debt waiver in the amount of $167,124 an decrease in accounts receivable of $335,759, an increase in inventory of $53,913, an increase in accounts payable of $307,322, an increase in accrued liabilities of $28,968, an increase in prepaid expense of $61,619, an decrease in other receivables of $160,024, an decrease in other assets of $14,639 and an increase in other payable of $241,680.

During the twelve months ended June 30, 2021, the net cash used in operating activities was attributed to net loss of $383,884, offset by depreciation and amortization expense of $454,508, gain on sale of assets of $244,376 an increase in accounts receivable of $343,432, an increase in inventory of $152,984, an decrease in accounts payable of $9,454, an increase in accrued liabilities of $129,701, an increase in prepaid expense of $23,719, an decrease in advance to officer of $2,219, an increase in other assets of $46,788, a increase in other receivables of $322,358, an decrease in other payable of $14,694.

Cash Flows from Investing Activities

Net cash used in investing activities was $5,229,238 for the twelve months ended June 30, 2022 compared with net cash used in investing activities of $1,845,552 for the twelve months ended June 30, 2021.

During the twelve months ended June 30, 2022, the net cash used in investing activities was attributed to the purchases of intangible assets of $188,480, purchases of property and equipment of $3,191,324, acquisition of subsidiaries, net of cash and cash equivalents of $1,849,434.

During the twelve months ended June 30, 2021, the net cash used in investing activities was attributed to the purchases of property and equipment of $1,720,498, purchases of intangible assets of $126,136, cash from acquisition of $1,082.

Cash Flow from Financing Activities

We generated cash in financing activities during the twelve months ended June 30, 2022 and 2021 of $5,334,858 and $2,031,580, respectively, from issuance of common stock in the amount of $108,217 and $701,988 respectively, proceeds from loan payable in the amount of $5,519,604 and $1,562,712, respectively, repayment to related party in the amount of $292,963 and $233,120, respectively.

Non-Cash Investing and Financing Activities

During the twelve months ended June 30, 2022, issuance of common stock for services in the amount of the $61,500, Issuance of common stock for Business acquisitions in the amount of $ 618,320, Issuance of common stock for acquisition of a property in the amount of $1,159,040.

During the twelve months ended June 30, 2021, the related party debt in the amount of $ 2,016,363 was forgiven and recorded to additional paid in capital, issuance of common stock for business acquisitions in the amount of $1,800,000.

Equity and Capital Resources

We have ~~incurred~~created ~~losses~~income for the year ended ~~September~~June 30, ~~2020~~2022 and had an accumulated deficit of $3,~~775~~634,~~620~~943 as of ~~September~~ June 30, ~~2020~~2022. As of ~~September~~ June 30, ~~2020~~2022, we had cash of $2185,~~811~~782 and a ~~negative~~ working capital deficit of $183,~~922~~884,~~046,~~ compared to cash of $~~836~~ 243,610 and a ~~negative~~ working capital deficit of $1,~~461~~456,964 as of ~~September~~June 30, ~~2019~~2021. ~~The increase in the negative working capital was primarily because the Company had loans from related parties.~~

We had no material commitments for capital expenditures as of September 30, 2020. We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses and the development of potential business opportunities. However, we do not anticipate that the Company will generate revenue sufficient to cover its planned operating expenses in the foreseeable future, and we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adversely effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of additional capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this Form 10-K, we did not have any commitments from any source to provide such additional capital. Even if we are able to secure outside financing, it may not be available in the amounts or the times when we require. Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases or debt would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.15

We had material commitments for capital expenditures as of June 30, 2022. We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses and the development of potential business opportunities. However, we do not anticipate that the Company will generate revenue sufficient to cover its planned operating expenses in the foreseeable future, and we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adversely effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of additional capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this Form 10-K, we did not have any commitments from any source to provide such additional capital. Even if we are able to secure outside financing, it may not be available in the amounts or the times when we require. Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases or debt would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.

Off-Balance Sheet Arrangements

Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

	●	Any obligation under certain guarantee contracts,

	●	Any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,

	●	Any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in shareholder equity in our statement of financial position, and

	●	Any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable to smaller reporting companies.

1116

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

RAYONT INC. AND ~~Subsidiaries~~ SUBSIDIARIES

~~Consolidated~~CONSOLIDATED ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS

AsAS ofOF ~~September~~JUNE 30, ~~2020~~2022 ~~and~~AND ~~2019~~2021

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page	~~Page~~
Report of Independent Registered Public Accounting Firm		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6723)	F-2
Consolidated Balance Sheets as of September 30, 2020 and 2019		F-3
Consolidated Balance Sheets as of June 30, 2022 and June 30, 2021	F-4
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended September 30, 2020 and 2019		F-4
Consolidated Statements of Operations and Comprehensive Loss for the twelve months ended June 30, 2022 and 2021	F-5
Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2020 and 2019		F-5
Consolidated Statements of Stockholders’ Equity for the twelve months ended June 30, 2022 and June 30, 2021	F-6
Consolidated Statements of Cash Flows for the Years Ended September 30, 2020 and 2019		F-6
Consolidated Statements of Cash Flows for the twelve months ended June 30, 2022 and 2021	F-7
Notes to Consolidated Financial Statements	F-8-F-30	~~F-7~~

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ToThe ~~the Shareholders and~~ Board of Directors ofand ~~Rayont~~Stockholders ~~Inc.~~of

~~Level~~Rayont ~~3, 26 Marine Parade, Southport~~Inc.

~~Queensland,~~228 ~~Australia~~Hamilton Avenue

3^rdFloor

Palo Alto, California 94301

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of Rayont Inc. (the ‘Company’) as of ~~September~~June 30, ~~2020~~2022 and ~~2019~~2021, and the related consolidated statements of operations and comprehensive income/(loss), stockholders’ equity, and cash flows for each of two years in the year ended of ~~September~~June 30, ~~2020~~2022 and ~~2019~~2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of ~~September~~June 30, 2022 ~~2020~~ and ~~2019~~2021, and the results of its operations and its cash flows for each of two years in the year ended ~~September~~June 30, ~~2020~~2022 and ~~2019~~2021, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s current liabilities exceeded its current assets by $83,884 and had an accumulated loss of $3,634,943. Furthermore, the Company incurred a negative cash flow from operating activities of $169,145 during the year. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits , we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to ~~error~~ error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~regarding~~ regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, for the year ended September 30, 2020 and 2019 the Company incurred a net loss and has an accumulated deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ JP CENTURION & PARTNERS PLT JP CENTURION & PARTNERS PLT We have served as the Company’s auditor since 2020. Kuala Lumpur, Malaysia December 18, 2020

F-2

~~RAYONT~~Critical ~~INC.~~Audit ~~AND Subsidiaries~~Matters

~~CONSOLIDATED~~Critical ~~BALANCE~~audit ~~SHEETS~~matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

	September 30,
	2020			2019
				(Restated)
ASSETS
Current assets:
Cash	$	2,811		$	836
Accounts receivable		216,525			-
Loan receivable owed by a related party		184,823			93,000
Other receivables		10,897			5,500
Total Current Assets		415,056			99,336
Loan receivable owed by a related party		-			191,360
Property and equipment, net		844,544			899,142
Intangible assets, net		2,000,000			-
Other assets		21			114
TOTAL ASSETS	$	3,259,621		$	1,189,952
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Due to related parties	$	2,152,558		$	87,136
Note payable		143,755			-
Accrued expenses		40,789			13,661
Total Current Liabilities		2,337,102			100,797
Note payable		-			103,000
TOTAL LIABILITIES		2,337,102			203,797
COMMITMENTS AND CONTINGENCIES
Stockholders’ Equity:
Common stock, $0.001 par value; 500,000,000 shares authorized; 38,871,818 and 12,907,532 shares issued and outstanding as of September 30, 2020 and 2019		38,872			12,908
Preferred stock, $0.001 par value; 20,000,000 shares authorized; nil share issued and outstanding as of September 30, 2020 and 2019		-			-
Additional paid-in capital		4,677,704			4,574,213
Accumulated deficit		(3,775,620	)		(3,546,175	)
Accumulated other comprehensive loss		(18,437	)		(54,791	)
TOTAL STOCKHOLDERS’ EQUITY		922,519			986,155
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,259,621		$	1,189,952

Review of restriction imposed by bank covenants

The ~~accompanying~~Company ~~notes~~has ~~are~~a antotal ~~integral~~loan ~~part~~payable of ~~these~~$7,293,415 and $2,233,833 as of June 30, 2022 and June 30, 2021, as disclosed in the consolidated financial statements, representing approximately 80% and 65% of the total group’s liabilities for respective financial year.

During the year, the subsidiaries of the group have obtained loans to re-finance its existing borrowings from private lenders and to finance the merger and acquisition of subsidiaries, the bank has imposed bank covenants and undertaking, including fulfillment of the financial ratio.

Our audit procedures in this area included the following, among others:

a)	Obtained and reviewed the bank offer letters and understanding the conditions imposed by the bank;
b)	Examined the management’s assessment of the fulfilment of covenants imposed by the bank;
c)	Assessed the appropriateness of the management’s evaluation of the breaches of covenants;
d)	Evaluated the adequacy of the evidence obtained and the appropriateness of loans classification;
e)	Assessed the adequacy of the disclosure in the financial statements.

	Business combination

	The Company has a goodwill of $1,866,708 and $nil as of June 30, 2022 and June 30, 2021, as disclosed in the consolidated financial statements, representing 13% and -% of the total group’s assets for respective financial year. The goodwill arises from the acquisition of subsidiaries during the financial year and the Company accounted these transactions as a business combination in accordance with the applicable standard. We identified this as the critical audit matter given to the magnitude and complexity of the goodwill recognition and measurement.

	Our procedures in this area included the following, among others:

	a)	Obtained understanding of terms and conditions of the acquisition as stipulated in the agreements;
	b)	Evaluated the appropriateness of the accounting treatment in relation to the business combination;
	c)	Evaluated the management’s assessment and the judgement made in relation to the goodwill impairment test;
	d)	Evaluated the adequacy of the evidence obtained and the appropriateness of the judgment made;
	e)	Assessed the adequacy of the disclosure in the financial statements.

*/s/ JP CENTURION & PARTNERS PLT*
JP CENTURION & PARTNERS PLT

We have served as the Company’s auditor since 2020.

JP Centurion & Partners PLT (PCAOB: 6723)
Kuala Lumpur, Malaysia

December 28, 2022

F-3

RAYONT INC. AND ~~S Subsidiaries~~SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF OPERATIONS AND COMPREHENSIVE LOSS~~SHEETS

	Years Ended September 30,
	June 30, 2022			June 30, 2021
	2020			2019
		(Audited)			(Audited)
				(Restated)
ASSETS
Revenues	$	186,663		$	-
Current Assets:
Cost of goods sold		-			-
Cash and cash equivalents	$	185,782		$	243,610
Gross profit		186,663			-
Accounts receivables		172,705			534,525
Operating expenses:
Inventories		512,053			500,165
Selling, general and administrative expenses		323,932			2,201,693
Prepaid expense		81,008			23,933
Depreciation expense		101,593			104,985
Due from related parties		66,016			15,881
Total operating expenses		425,525			2,306,678
Other receivables		2,765,829			453,250
Operating loss		(238,862	)		(2,306,678	)
Total Current Assets		3,783,393			1,771,364
Other income (expense):
Non-Current Assets:
Interest income		10,152			-
Property and equipment, net		6,241,049			3,140,757
Interest expense		(4,120	)		-
Intangible assets		-			2,245,231
Other income (expense), net		3,385			4,215
Other receivables		1,009,537			-
Total other income (expense), net		9,417			4,215
Goodwill		1,866,708			-
Loss before income taxes		(229,445	)		(2,302,463	)
Right of use asset		524,892			-
Income tax expense		-			-
Other assets		767,656			-
Net loss		(229,445	)		(2,302,463	)
Total Non-Current Assets		10,409,842			5,385,988
Other comprehensive loss, net of tax:
TOTAL ASSETS	$	14,193,235		$	7,157,352
Foreign currency translation adjustments		36,354			(54,791	)
LIABILITIES AND STOOCKHOLDERS’ EQUITY
Other comprehensive income (loss)		36,354			(54,791	)
Current Liabilities:
Comprehensive loss	$	(193,091	)	$	(2,357,254	)
Accounts payable	$	384,355		$	99,615
Weighted average shares outstanding, basic and diluted		13,026,710			8,858,167
Accrued liabilities		470,689			472,021
Net loss per common share, basic and diluted	$	(0.02	)	$	(0.26	)
Due to related parties		128,677			387,238
Loan payable		2,481,440			2,051,554
Finance lease payable		10,983			8,188
Operating lease liabilities		112,333			-
Other payables		278,800			209,712
Total Current Liabilities		3,867,277			3,228,328
Non-Current Liabilities:
Finance lease payable		7,812			19,669
Operating lease liabilities		412,559			-
Loan payable		4,811,975			182,329
Total Non-Current Liabilities		5,232,346			201,998
TOTAL LIABILITIES	$	9,099,623		$	3,430,326
COMMITMENTS AND CONTNGENCIES		-			-
Stockholders’ Equity:
Common stock, $0.001 par value; 500,000,000 shares authorized; 48,094,606 and 46,783,369 shares issued and outstanding as of June 30, 2022 and June 30, 2021, respectively	$	48,095		$	46,784
Preferred stock, $0.001 par value; 20,000,000 shares authorized; nil share issued and outstanding		-			-
Additional paid-in capital		8,939,829			6,996,198
Shares to be issued		-			618,320
Accumulated deficit		(3,634,943	)		(3,879,801	)
Accumulated other comprehensive loss		(259,369	)		(54,475	)
TOTAL STOCKHOLDERS’ EQUITY		5,093,612			3,727,026
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	14,193,235		$	7,157,352

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

F-4

RAYONT INC. AND ~~Subsidiaries~~SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’~~OPERATIONS ~~EQUITY~~AND COMPREHENSIVE INCOME / (LOSS)

										Accumulated
					Additional					Other
	Common Stock				Paid-In		Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit			Loss			Total
Balance as of September 30, 2018		1,886,622	$	1,887	$	1,020,563	$	(1,243,712	)	$	-		$	(221,262	)
Issuance of common stock		120,910		121		27,379		-			-			27,500
Issuance of common stock for services		6,900,000		6,900		1,946,100		-			-			1,953,000
Business acquisition of a subsidiary under common control		4,000,000		4,000		1,359,241		-			-			1,363,241
Net loss		-		-		-		(2,302,463	)		-			(2,302,463	)
Foreign currency translation loss		-		-		-		-			(54,791	)		(54,791	)
Debt forgiveness		-		-		220,930		-			-			220,930
Balance as of September 30, 2019 (Restated)		12,907,532		12,908		4,574,213		(3,546,175	)		(54,791	)		986,155
Issuance of common stock for services		250,000		250		19,750		-			-			20,000
Business acquisition of a subsidiary under common control		25,714,286		25,714		48,670		-			-			74,384
Net loss								(229,445	)		-			(229,445	)
Foreign currency translation gain		-		-		-		-			36,354			36,354
Debt forgiveness		-		-		35,071		-			-			35,071
Balance as of September 30, 2020		38,871,818	$	38,872	$	4,677,704	$	(3,775,620	)	$	(18,437	)	$	922,519

(UNAUDITED)

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


				Restated
	Year ended June 30, 2022			Year ended June 30, 2021

Revenue	$	2,839,357		$	2,969,599
Cost of Revenue		(1,456,733	)		(1,221,026	)
Gross profit		1,382,624			1,748,573

Operating expenses:
Selling, general and administrative expenses		2,383,088			1,955,567
Depreciation and amortization expense		485,830			454,508
Total operating expenses		2,868,918			2,410,075

Operating Loss		(1,486,294	)		(661,502	)

Other (expense) / income:
Interest income		-			141,756
Interest expense		(615,455	)		(50,079	)
Other income, net		2,370,877			953,709
Total other income		1,755,422			1,045,386

Income before income taxes		269,128			383,884
Income tax expense		(24,270	)		-
Net income	$	244,858		$	383,884

Other comprehensive items
Foreign currency translation loss		(204,894	)		(29,660	)
Total other comprehensive loss		(204,894	)		(29,660	)

Total comprehensive income		39,964			354,224
Less: comprehensive income attributable to noncontrolling interest		-			-
Total Comprehensive income attributable to shareholders of the Company	$	39,964		$	354,224

Weighted average shares, basic and diluted		47,896,069			37,769,100
Net earnings per common share, basic and diluted	$	0.01		$	0.01

F-5

RAYONT INC. AND ~~Subsidiaries~~SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~CASH~~STOCKHOLDERS’ ~~FLOWS~~EQUITY

	Years Ended September 30,
	2020			2019
				(Restated)
Operating Activities:
Net loss	$	(229,445	)	$	(2,302,463	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash portion of share-based consulting fee expense		20,000			1,953,000
Depreciation expense		101,591			104,985
Bad debt expense		195,491			-
Changes in operating assets and liabilities:
Accounts receivable		(205,329	)		-
Other receivables		(5,358	)		99,087
Other assets		95			-
Accrued expenses		25,387			6,794
Net cash used in operating activities		(97,568	)		(138,597	)
Investing Activities:
Cash from acquisition		1,082			35,316
Disbursements for loans receivable		(4,054	)		(93,000	)
Net cash used in investing activities		(2,972	)		(57,684	)
Financing Activities:
Loans from related parties		78,421			83,762
Repayment of loans from related parties		(1,220	)		(19,689	)
Proceeds from note payable		136,322			103,000
Repayment of note payable		(103,000	)		-
Issuance of common stock		-			27,500
Net cash provided by financing activities		110,523			194,573
EFFECT OF EXCHANGE RATE ON CASH		(8,008	)		2,417
Net increase in cash		1,975			709
Cash at beginning of the period		836			127
Cash at end of the period	$	2,811		$	836
SUPPLEMENTAL DISCLOSURE:
Interest paid	$	4,120		$	-
Income tax paid	$	-		$	-
SUPPLEMENTAL DISCLOSURE FOR NONCASH INVESTING AND FINANCING ACITIVIES:
Issuance of common stock for services	$	20,000		$	1,953,000
Issuance of common stock for acquisition	$	1,800,000		$	-
Forgiveness of debts	$	35,071		$	220,930

(UNAUDITED)

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

																Accumulated
					Additional			Stock		Stock						Other
	Common Stock				Paid-In			Subscriptions		To Be			Accumulated			Comprehensive
	Shares		Amount		Capital			Receivable		Issued			Deficit			Income / (Loss)			Total

For the twelve months ended June 30, 2021
Balance as of June 30, 2020		13,157,532		13,158		4,270,513			-		-			(4,263,685	)		(24,815	)		(4,829	)
Common Stock issued for business acquisition of a subsidiary under common control		25,714,286		25,714		48,670			-		-			-			-			74,384
Common Stock issued for cash		7,911,551		7,912		694,076			-		-			-			-			701,988
Adjustments to additional paid in capital from acquisitions		-		-		(33,423	)		-		-			-			-			(33,423	)
Debt forgiveness		-		-		2,016,362			-		-			-			-			2,016,362
Common Stock to be issued		-		-		-			-		618,320			-			-			618,320
Foreign currency translation loss		-		-		-			-		-			-			(29,660	)		(29,660	)
Net income for the twelve months ended June 30, 2021		-		-		-			-		-			383,884			-			383,884

Balance as of June 30, 2021		46,783,369		46,784		6,996,198			-		618,320			(3,879,801	)		(54,475	)		3,727,026

For the twelve months ended June 30, 2022
Balance as of June 30, 2021		46,783,369		46,784		6,996,198			-		618,320			(3,879,801	)		(54,475	)		3,727,026
Common Stock issued for business acquisition of a subsidiary under common control		710,713		710		617,610			-		(618,320	)		-			-			-
Common Stock issued for acquisition of a property		515,771		516		1,158,524			-		-			-			-			1,159,040
Common Stock issued for services		35,639		36		61,464			-		-			-			-			61,500
Common Stock issued for cash		49,114		49		108,168			-		-			-			-			108,217
Adjustments to additional paid in capital from acquisitions		-		-		(2,135	)		-		-			-			-			(2,135	)
Foreign currency translation loss		-		-		-			-		-			-			(204,894	)		(204,894	)
Net income for the 12 months ended June 30, 2022		-		-		-			-		-			244,858			-			244,858

Balance as of June 30, 2022		48,094,606		48,095		8,939,829			-		-			(3,634,943	)		(259,369	)		5,093,612

F-6

RAYONT INC. AND ~~Subsidiaries~~SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

				Restated
	Year ended June 30, 2022			Year ended June 30, 2021

Operating Activities:
Net income	$	244,858		$	383,884
Adjustments to reconcile net income to net cash used in operating activities:
Non-cash portion of share based compensation for service		61,500			-
Depreciation and amortization expense		485,830			454,508
Gain on Disposal of Investments		(310,277	)		-
Gain on sale of assets		(1,456,792	)		(244,376	)
Debt waiver by payable		(167,124	)		-
Changes in operating assets and liabilities:
Accounts receivable		335,759			(343,432	)
Inventory		(53,913	)		(152,984	)
Accounts payable		307,322			(9,454	)
Accrued liabilities		28,968			129,701
Prepaid expense		(61,619	)		(23,719	)
Advance to officer		-			2,219
Other assets		14,639			(46,788	)
Other receivables		160,024			(322,358	)
Other payable		241,680			(14,694	)
Net cash used in operating activities		(169,145	)		(187,493	)

Investing Activities:
Cash from acquisition		-			1,082
Acquisition of subsidiaries, net of cash and cash equivalents		(1,849,434	)		-
Purchases of intangible assets		(188,480	)		(126,136	)
Purchases of property and equipment		(3,191,324	)		(1,720,498	)
Net cash used in investing activities		(5,229,238	)		(1,845,552	)

Financing Activities:
Repayment to related party		(292,963	)		(233,120	)
Proceeds from loan payable		5,519,604			1,562,712
Issuance of common stock		108,217			701,988
Net cash provided by financing activities		5,334,858			2,031,580

EFFECT OF EXCHANGE RATE ON CASH		5,697			(10,939	)

Net decrease in cash and cash equivalents		(57,828	)		(12,404	)
Cash and cash equivalents at beginning of the period		243,610			256,014
Cash and cash equivalents at end of the period	$	185,782		$	243,610

SUPPLEMENTAL DISCLOSURE:
Interest paid	$	609,959		$	50,079
Income tax paid	$	-		$	-

SUPPLEMENTAL DISCLOSURE FOR NONCASH INVESTING AND FINANCING ACITIVIES:
Issuance of common stock for services	$	61,500		$	-
Issuance of common stock for business acquisitions	$	618,320		$	1,800,000
Issuance of common stock for acquisition of a property	$	1,159,040		$	-
Forgiveness of debt	$	-		$	2,016,362

F-7

RAYONT INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION

Rayont Inc. (formerly Velt International Group Inc., or “Rayont” or the “Company”) is a Nevada corporation formed on February 7, 2011. ~~The~~Rayont ~~Company~~uses ~~currently~~scientific ~~focuses~~tools insuch ~~the~~as ~~areas~~DNA, ofmicrobiome, ~~biotechnology~~iridology and ~~internet~~other oftests ~~things~~to diagnose and personalize the prescription ~~(IOT)~~of natural complementary medicine products, services and treatments to our patients in the markets we operate.

Given the acquisition of THF Holdings Pty Ltd and Rayont International (Labuan) Inc as well as the cancer treatment assets that the Company has invested on, Rayont has been focusing on commercializing these investments. The commercialization of the current assets for cancer treatment requires medical board approval for almost all of the countries subject to the license. Rayont has conducted the initial study to identify the requirements for obtaining the approvals for using PDT to treat cancer across different ~~jurisdictions~~ jurisdictions in Sub-Saharan Africa (“SSA”). The same PDT technology has been licensed in China, Australia and New Zealand. It is currently undergoing medical trials in Australia and China. The recent announcements show positive results that the ~~technology~~ technology works. The Company believes that it will take time before it can start commercializing these assets and start to generate ~~revenues~~ revenues and operating profits. InTHF ~~order~~Holdings toPty ~~sustain~~Ltd ~~and grow the business the company~~ has ~~been~~subsequently ~~actively~~changed ~~looking~~name ~~for~~to ~~new~~Rayont ~~opportunities post~~(Australia) ~~COVID-19~~Pty ~~pandemic.~~Ltd,

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

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

On ~~March~~December 1123, 2020, ~~the~~Rayont ~~World~~Australia ~~Health~~Pty ~~Organization~~Ltd, ~~designated~~a ~~COVID~~wholly-19owned assubsidiary aof ~~global~~Rayont ~~pandemic~~Inc. ~~Governments~~(the ~~around~~“Company”), acquired all of the issued ~~world~~and ~~have~~outstanding ~~mandated~~capital stock of Prema Life Pty Ltd, an Australian company (“Prema Life”), from TheAlikasa (Australia) ~~and~~Pty ~~continue~~Ltd, toPrema ~~introduce~~Life’s sole shareholder. The acquisition of Prema Life was completed, ~~orders~~and toPrema ~~slow~~Life ~~the~~became ~~transmission~~a subsidiary of the Company. ~~virus,~~Prema ~~including~~Life ~~but~~is ~~not~~a ~~limited~~HACCP tocertified ~~shelter-in-place~~manufacturer ~~orders~~and supplier of functional foods and supplements, and of practitioner only naturopathic ~~quarantines~~and homeopathic medicines. Prema Life produces an extensive range of products including proteins, ~~significant~~green ~~restrictions~~blends, onsports ~~travel~~nutrition, asweight management ~~well~~and asmaintenance, ~~work~~and ~~restrictions~~health and wellness products. ToIn ~~date~~addition, the ~~Company~~acquisition ~~has~~was ~~experienced~~accounted ~~some~~for ~~adverse~~business combination under ~~impacts;~~common ~~however~~control. The method of accounting for such transfers, as well as the ~~impacts~~acquisition of ~~COVID-19~~businesses, onwas ~~our~~similar ~~operating~~to ~~results~~the ~~for~~pooling ~~the~~of interest’s ~~year~~method ~~ended~~of ~~September~~accounting. 30Under this method, ~~2020~~the ~~was~~carrying ~~limited~~amount ~~due~~of tonet assets recognized in the balance sheets of each ~~nature~~combining entity are carried forward to the balance sheet of ~~our~~the ~~business~~combined entity. The ~~extent~~amount ofby which the ~~COVID-19~~proceeds ~~impact~~paid toby the Company differs ~~will~~from ~~depend~~Prema onLife’s ~~numerous~~historical ~~factors~~carrying ~~and~~value ~~developments~~of ~~related~~the acquired business is accounted for as a return of capital or contribution toof ~~COVID-19~~capital. ~~Consequently~~In addition, ~~any~~transfers ~~potential~~of ~~impacts~~net ofassets ~~COVID-19~~between ~~remain~~entities ~~highly~~under ~~uncertain~~common control were accounted for as if the transfer occurred from the date that the Company and ~~cannot~~the beacquired ~~predicted~~business ~~with~~were ~~confidence~~both under the common control and had begun operations. Prema Life Pty Ltd was sold on September 1, 2022.

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

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

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

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

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

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

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

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

F-8

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

● Equipment – USD 1,000,000

About Rayont Inc

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiary. All significant inter-company balances and transactions have been eliminated on consolidation.

F-79

Use of Estimates

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

Going Concern

The Company’s ~~had~~current aliabilities exceeded ~~net~~its ~~loss~~current ofassets by $~~229~~83,~~445~~884 and ahad ~~net~~an ~~current~~accumulated ~~liability~~loss of $13,~~922~~634,~~046~~943. ~~for~~Furthermore, the ~~year~~Company ~~ended~~incurred ona ~~September~~negative ~~30,~~cash ~~2020.~~flow from ~~The~~operating ~~accumulated loss~~activities of ~~the Company is~~ $2169,~~735,873~~145 asduring ofthe ~~September 30, 2020~~year. ~~The~~These indicate ~~Company demonstrates~~ adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern. These adverse conditions are negative financial trends, specifically negative working capital, recurring operating losses, accumulated deficit and other adverse key financial ratios.

The Company ~~did~~generated ~~not generate~~ revenues to cover its operating expense during the year ended ~~September~~June 30, ~~2019~~2022. The Company plans to continue obtaining funding from the majority shareholder and the President of the Company to support the Company’s normal business operating. There is no assurance, however, that the Company will be successful in raising the needed capital and, if funding is available, that it will be available on terms acceptable to the Company.

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

Concentration of Risk

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

There is one customer who accounted for 10% or more of the Company’s ~~sales and~~ accounts receivable for the year ended ~~September~~June 30, ~~2020~~2022 and asthere ~~of September 30,~~is ~~2019,~~one ~~respectively.~~customer ~~For~~who ~~the~~accounted ~~year~~for ~~ended~~10% ~~September~~or ~~30,~~more ~~2019,~~of the Company’s ~~did~~accounts ~~not~~receivable ~~generate~~for ~~any~~the ~~revenue~~year as of June 30, 2021.

There is no supplier who accounted for 10% or more of the Company’s ~~cost~~purchases ofnor ~~sales~~with significant outstanding payables for the ~~years~~twelve months ended ~~September~~June 30, ~~2020~~2022 and ~~2019~~2021.

Fair Value of Financial Instruments

The carrying amounts of the Company’s current financial assets and liabilities approximated their fair values due to the short maturities. The fair value of noncurrent financial assets and liabilities are determined based on the value of the discounted cash flows. The Company believes no material difference exists between the fair value and carry amounts of the noncurrent financial assets and liabilities

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of ~~September~~June 30, ~~2020~~2022 and ~~2019~~June 30, 2021, the Company had cash in bank of $2 185,~~811~~782 and $~~836~~243,610 respectively.

Intangible assets

Intangible assets for purchased are recognized and measured at cost upon acquisition and consist of the Company’s exclusive license with ~~an indefinite useful life. The Company has determined that there are currently no legal, regulatory, contractual, economic~~various ~~or other factors that limit the~~ useful life ~~of the license and accordingly treat the license as indefinite life intangible assets~~.

As of ~~September~~June 30, ~~2020~~2022 and ~~September~~June 30, ~~2019~~2021, the Company had intangible assets of $0 and $2,~~000~~245,~~000~~231 respectively associated with Rayont International’s exclusive license for registering and commercializing PhotosoftTM technology for treatment of all cancers across Sub-Sahara African region. The technology has been licensed in Australia, New Zealand, China, Malaysia and Sub-Sahara Africa which is sold on June 29, 2022. The other intangible assets are associated with trademark, website, software that Rayont Technologies Pty Ltd entered into an agreement on October 15, 2020 to purchase the assets of Workstar Tech (Aust) Pty Ltd. This company was sold on January 31, 2022. Intangible assets are not part of the balance sheets as of June 30, 2022 anymore.

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

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

The Company tests for indefinite lived intangibles impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles at June 30, 2022, and determined there was no impairment of indefinite lived intangibles.

Property and equipment

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

The Company’s property and equipment mainly consists of computer and laser equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 54-1240 years.

Impairment of Long-lived Assets

The Company reviews long-lived assets when changes in circumstances or event could impact the recoverability of the carrying value of the assets. Recoverability of long-lived assets is determined by comparing the estimated undiscounted cash flows related to the long-lived assets to their carrying value. Impairment is determined by comparing the present value of future undiscounted cash flows, or some other fair value measure, to the carrying value of the asset. For the years ended ~~September~~June 30, ~~2020~~2022 and ~~2019~~June 30, 2021, no impairment of long-lived assets was indicated, and no impairment loss was recorded.

F-810

Revenue Recognition

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

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

Mobile Apps:

Revenue from the mobile apps is recognized when control has transferred to the customer which typically occurs when the mobile apps either upon delivery of the key code to the customer or upon the deployment of the mobile app to the App Store.

Digital Learning Solutions:

Revenue from digital learning solutions is recognized when control has transferred to the customer which typically occurs when the service is completed or the delivery of the license to the customer.

~~Maintenance~~Sale ~~Services~~of Goods - Medicinal Supplements:

~~The~~Revenue ~~Company~~from ~~offers~~these ~~maintenance~~sales ~~and~~is ~~function~~recognized ~~improvements~~when ~~services~~the ~~related~~entity tohas delivered the ~~mobile~~products ~~apps~~to ~~for~~locations specified by its customers. ~~Maintenance~~and ~~service~~the iscustomers have ~~considered~~accepted ~~distinct~~the ~~and~~products isin ~~recognized~~accordance ~~ratably~~with ~~over~~ the ~~maintenance~~sales ~~term~~contract.

~~F-9~~Products are sold to certain customers with volume discount and these customers also have the right to return within a reasonable time frame. Revenue from these sales is recorded based on the contracted price less the estimated volume discount and returns at the time of sale.

~~(Loss) Earnings Per Share~~F-11

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

~~Diluted~~Basic earnings per share ~~reflects~~is ~~the~~computed ~~potential~~by ~~dilution~~dividing ~~that~~net ~~could~~income ~~occur~~(loss) ~~from~~attribute ~~common~~to ~~shares~~stockholders ~~issuable~~of ~~through~~common ~~convertible~~stock ~~notes~~by ~~and~~the weighted-average number ~~preferred~~of ~~stock~~common ~~when~~shares outstanding for the ~~effect~~period. ~~would~~Diluted benet ~~dilutive.~~earnings ~~The~~per ~~Company~~share ~~only~~is ~~issued~~computed ~~common~~by ~~stock~~dividing ~~and~~net ~~does~~income ~~not~~/ ~~have~~(loss) ~~any~~by ~~potentially~~the ~~dilutive~~weighted ~~instrument~~average asnumber of ~~September~~common ~~30,~~shares ~~2020~~outstanding ~~and~~plus ~~2019~~equivalent shares.

Diluted earnings per share reflects the potential dilution that could occur from common shares issuable through convertible notes and preferred stock when the effect would be dilutive. The Company only issued common stock and does not have any potentially dilutive instrument as of June 30, 2022 and 2021.

Translation of Foreign Currency

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

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

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

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

	As of and for the year ended September 30,
	2020		2019
Year-end AUD : US$1 exchange rate		0.7141		0.7009
Yearly average AUD : US$1 exchange rate		0.6772		0.7032

SCHEDULE OF EXCHANGES RATE

	As of and for the 12 months ended June 30,
	2022		2021

Year-end AUD : US$1 exchange rate		1.4482		1.3340
12 months average AUD : US$1 exchange rate		1.3788		1.3484

Recent Accounting Pronouncements

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

NOTE 3 – ~~PROPERTY AND EQUIPMENT, NET~~INVENTORIES

As of ~~September~~June 30, ~~2020~~2022 and ~~2019~~June 30, ~~property~~2021, ~~and~~inventories ~~equipment~~were ~~consisted~~composed of the following:

	September 30,
	2020			2019
Laser equipment	$	1,240,422		$	1,171,725
Computer equipment		7,378			7,378
Total		1,247,800			1,179,103
Less: accumulated depreciation		(403,256	)		(279,961	)
Total property and equipment, net	$	844,544		$	899,142

SCHEDULE OF INVENTORIES

During the year ended September 30, 2020 and 2019, the depreciation expenses were $101,591 and $104,985, respectively.

	June 30, 2022		June 30, 2021
Raw materials	$	187,140	$	190,533
Working in progress		82,446		93,147
Finished goods		242,467		216,485
Total inventories	$	512,053	$	500,165

~~F-10~~NOTE 4 – PROPERTY AND EQUIPMENT, NET

~~NOTE~~As 4of –June ~~NOTE~~30, ~~PAYABLE~~2022 and June 30, 2021, property and equipment consisted of the following:

	September 30,
	2020		2019
8% convertible note payable	$	-	$	103,000
Noninterest-bearing notes payable		143,755		-
Total	$	143,755	$	103,000
Notes payable - current	$	143,755	$	-
Notes payable - noncurrent	$	-	$	103,000

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

8% convertible note payable

	June 30, 2022			June 30, 2021
Land	$	2,982,738		$	1,273,595
Building		2,673,276			1,030,735
Leasehold improvements		758,066			-
Laser equipment		-			1,302,073
Vehicle		27,445			29,794
Computer equipment		7,378			18,248
Total		6,448,902			3,654,445
Less: accumulated depreciation		(207,853	)		(513,688	)
Total property and equipment, net	$	6,241,049		$	3,140,757

~~On August~~ F-12, 2019, the Company executed a securities purchase agreement with Power Up Lending Group Ltd. (the “Holder”). Pursuant to the agreement, the Holder purchased a convertible note (the “Note”) from the Company in the aggregate principal amount of $103,000. The Note bears interest at the rate of 8% per annum and the maturity date is February 12, 2021. The amount under the Note may be converted into common stock , $0.001 par value per share, by the Holder at any time during the period beginning on the date which is 180 days following the date of this Note and ending on the later on the later of the maturity date and the date of payment of the default amount. On February 7, 2020, the Company repaid the principal amount of $103,000 and accrued interest of $4,120.

~~For~~On ~~the~~June ~~years ended September~~ 30, ~~2020~~2018, the ~~interest~~Company ~~expenses~~purchased ~~were~~computers ~~$4,120~~in ~~and~~the ~~nil,~~amount ~~respectively~~of $7,378.

~~Noninterest-bearing~~On ~~notes~~January ~~payable~~22, 2019, the Company’s subsidiary, Rayont (Australia) Pty. Ltd, purchased the cancer treatment equipment for USD 1,239,008 (AUD1,736,966).

InOn ~~March~~June 26, 2020, the Company’s subsidiary, ~~entered~~GGLG ~~into~~Properties ~~several~~Pty ~~loan~~Ltd, ~~agreements~~purchased ~~with~~a ~~outside~~property ~~creditors~~located ~~for~~at ~~the~~11 ~~purpose~~Aldinga toStreet ~~support~~Brendale QLD ~~its~~4500, ~~operation.~~Australia ~~The~~for ~~loans bear no interest and are due on December 31~~USD472,135 ~~2020~~(AUD686,814). AsGGLG ofProperties ~~September~~Pty ~~30,~~Ltd ~~2020,~~disposed ~~the~~this ~~Company~~property ~~had~~on ~~outstanding balances~~June ~~of $143~~29,~~755~~ to2021 ~~the~~for ~~outside third party1~~USD693,403.

~~NOTE~~On 5May –4, ~~STOCK-BASED~~2022, ~~COMPENSATION~~Rayont Properties Pty Ltd (formerly known as GGLG Properties Pty Ltd) acquired two properties. First property is located at 85 Juliette St, Greenslopes (lot 272) QLD 4120 Australia and has a surface land of 405m2 and surface of building of 280m2. Its purchase price is USD1,643,327 (AUD2,300,000), excluding GST. The stamp duty of this property in the amount of USD90,198 (AUD130,625) it is capitalized too. It is used for operations of No More Knots Pty Ltd.

Second property is located at 44 Marquis Street, Greenslopes QLD 4120 Australia and has a surface land of 405m² and surface of building of 115m2. Its purchase price is USD600,746 (AUD870,000), excluding GST. The stamp duty of this property in the amount of USD22,217 (AUD32,175) it is capitalized too. This property is rented to third parties and parking is used for No More Knots Pty Ltd.

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

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

On October 28, 2020, the Company’s subsidiary obtained a Finance Lease for vehicle in the amount of $34,167 (AUD 44,880) from Australian Alliance Automotive Finance Pty Limited to assist the Company to meet its operating activities.

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

In addition, Prema Life has done leasehold improvements in the amount of $505,374 as of June 30, 2022.

On September 23, 2021, the Company’s subsidiary, Rayont (Australia) Pty Ltd, purchased a new property located at 900 Sandgate Road, Clayfield QLD, 4011, Australia for USD1,159,040 excluding GST. The purchase price of this property is paid by issuing shares of Rayont Inc. In addition, the Company has received a loan to cover some fit-out expense and its interest is capitalized in the cost of this property. The policy that the Company has used for the capitalization of the interest is ASC835. Interest is capitalized during the period under which the asset is being prepared for its intended use. The purpose of this is to obtain a more accurate representation of the full costs incurred in acquiring or constructing the asset. The interest capitalized should be added to the cost of the asset on the balance sheet and, when the asset is used internally, amortized over the life of the asset. The amount of the interest capitalized is USD107,296 (AUD147,790). In addition, it is capitalized even the stamp duty of the property in the amount of USD52,654 (AUD72,525).

No More Knots (Taringa) Pty Ltd, the new company acquired on April 1, 2022, has done leasehold improvements in the amount of $249,723 as of June 30, 2022.

No More Knots (Clayfield) Pty Ltd, the company incorporated on January 19, 2022, has done leasehold improvements in the amount of $2,969.20 as of June 30, 2022.

During the twelve months ended June 30, 2022 and 2021, the depreciation expenses were $167,592 and $131,903, respectively.

F-13

NOTE 5 – INTANGIBLE ASSETS

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

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

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

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

As of June 30, 2022 and June 30, 2021, intangible assets, consisted of the following:

SCHEDULE OF INTANGIBLE ASSETS

	June 30, 2022		June 30, 2021
Exclusive license for registering and commercializing Photosoft^TM technology	$	-	$	2,000,000
Trademark, website, software		-		568,188
Total		-		2,568,188
Less: accumulated amortization		-		(322,957	)
Total intangible assets, net	$	-	$	2,245,231

For the twelve months ended June 30, 2022 and 2021, the amortization expenses were $318,238 and $322,605, respectively.

NOTE 6 – ACCOUNTS PAYABLE

Accounts payable are amounts billed to the Company by suppliers for goods and services in the ordinary course of business. All amounts have short-term repayment terms and vary by supplier.

As of June 30, 2022 and June 30, 2021, the Company had outstanding balances of $384,355 and $99,615 related to the accounts payable.

F-14

NOTE 7 – LOAN PAYABLE

As of June 30, 2022 and June 30, 2021, loans payable, consisted of the following:

SCHEDULE OF LOAN PAYABLE

Current loan payable:	June 30, 2022		June 30, 2021
Mortgage loan	$	450,405	$	2,046,477
COVID-19 loan		-		5,077
Loan - Mazars (Quickfee)		45,032		-
Note payable -1800 Diagonal		172,200		-
Lydia Loh Holdings Loan		1,035,769		-
Loan - Trevor Townsend		414,307		-
HP Liability - Label Applicator		3,296		-
Attvest Insurance Loan		25,430		-
Loan - Biz Cap		306,804		-
Loan Kelly Townsend		28,198		-
Total current loan payable	$	2,481,440	$	2,051,554

Non-current loan payable:
Mortgage loan		4,811,975		182,329
Total non-current loan payable:	$	4,811,975	$	182,329
Total loan payable	$	7,293,415	$	2,233,883

Mortgage loan

On June 26, 2020, the Company’s subsidiary obtained a mortgage loan of $453,713 (AUD 660,000) from two private lenders Oliver Fleming Pty Ltd as Trustee and Oliver John Fleming to assist the Company to buy the land of the business place. The term of the loan is one year from the commencement date, and the interest rate is 10% per annum. Monthly payments are compound just from interest in the amount of $ 4,108 (AUD 5,500). The loan is secured under the Company’s present and future property of any kind, including all personal property. The principal amount is paid in the end of the term, on June 26, 2021.

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

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

F-15

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

Prema Life Pty ltd received a loan in the amount of USD2,500,750 (AUD3,500,000). The loan term is five years with a variable rate of 3.16% per annum. This loan is received to refinance the 23 Frech property of Prema (to pay loans received earlier for this property like COE, James Lee and QRIDA). This is a secured loan.

Rayont (Australia) Pty Ltd received a loan in the amount of USD250,075 (AUD350,000). The loan term is three years with a variable rate of 3.50% per annum. This loan is received to extinguish private lenders secured over 900 Sandgate property. This is a secured loan.

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

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

Rayont Properties Pty Ltd received two loans: The first loan is in the amount of USD2,207,091 (AUD3,089,000). The loan term is five years with a variable rate of 3.50% per annum. This loan is received to buy two properties located at 85 Juliette St, Greenslopes (lot 272) QLD 4120 Australia and 44 Marquis Street, Greenslopes QLD 4120 Australia. The second loan is in the amount of USD57,875 (AUD81,000). The loan term is three years with a variable rate of 3.50% per annum. This loan is received to buy two properties located at 85 Juliette St, Greenslopes (lot 272) QLD 4120 Australia and 44 Marquis Street, Greenslopes QLD 4120 Australia. Those are secured loans.

Restriction imposed by from Commonwealth Bank covenants

Commonwealth Bank has imposed financial covenants to the subsidiaries of the group for its mortgage loans obtained from the Bank, however, certain subsidiaries’ financial position and performance do not meet with these requirements for the year ended June 30, 2022. During the periodic review by the Bank for the period ended June 30, 2022, the Bank has agreed and satisfied with the undertaking by the Company’s Director and on the conditions met at overall consolidated results of the subsidiaries. Consequently, the Company has assessed and determined that financial covenants required were adhered with additional circumstances being addressed as at balance sheet date and therefore has no perform further adjustment or reclassification.

As of June 30, 2022 and June 30, 2021 the Company had outstanding current balances of $450,405 and $2,046,477 and non-current balances of $4,811,975 and $182,329, respectively related to the mortgage loan.

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

COVID-19 loan

On June 29, 2020, the Company’s subsidiary obtained a COVID-19 loan of $ 171,729 (AUD 250,000) from Queensland Rural and Industry Development Authority (QRIDA) to assist the Company to meet its working capital expenses. The term of the loan is 10 years from the commencement date, and the interest rate is 0% for the first 12 months from the commencement date and then 2.5% from the remainder of the term. The Company’s subsidiary has an Interest Only Period beginning 12 months after the Commencement Date and ending 36 months from the Commencement Date. The loan is secured under the Company’s present and future property of any kind, including all personal property. This loan is paid on May 4, 2022. As of June 30, 2022 and June 30, 2021, the Company had outstanding balances of $0 and $5,077, respectively related to the COVID-19 loan.

Rayont inc, received on May 23, 2022 a note payable in the amount of 172,200 from 1800 Diagonal Lending LLC. This note has 12% interest rate per annum and has original issue discount in the amount of $18,450.

Interest and outstanding principal, subject to adjustment, shall be paid in ten (10) payments each in the amount of $19,286.40.

F-16

Rayont (Australia) Pty Ltd has received on June 10, 2022 a private loan in the amount of USD423,240 (AUD600,000) from Trevor Townsend. The loan term is one year and with a variable rate of 8% per annum. This loan is received to finance the acquisition of business of No More Knots Pty Ltd. This is a secured loan.

Rayont (Australia) Pty Ltd has received on May 4, 2022 a private loan in the amount of USD1,071,750 (AUD1,500,000) from Lydia Loh Holdings Pty Ltd. The repayment date was for 10 days but then the loan was agreed to be extended by another 160 days with an interest rate of 0.7% per day. Purpose of this loan was to acquire No More Knots Pty Ltd, No More Knots Taringa and No More Knots Newmarket. This is a secured loan. This loan has been transferred to the buyer of the Rayont Australia as of September 1, 2022.

Rayont (Australia) Pty Ltd has received two small private loans on December 12, 2021 and April 4, 2022 in the amount of USD55,662 (AUD77,556) and USD26,554 (AUD35,176), respectively from Quickfee. The loan term is one year. This loan is received to paid the invoices sent from Mazzars for Rayont Australia. This is unsecured loan.

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

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

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

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

Prema Life Pty Ltd has received on April 21, 2022 one private loan in the amount of USD184,400 (AUD250,000) from Bizcap AU Pty Ltd. The loan term is 140 days with total interest amount of USD90,356 (AUD122,500) for the period. This loan is received to finance operations of No More Knots Pty Ltd. This is unsecured loan.

For the 12 months ended June 30, 2022 and 2021 the interest expenses were $615,455 and $50,079, respectively.

F-17

NOTE 8 – FINANCE LEASE PAYABLE

SCHEDULE OF FINANCE LEASE

Current finance lease:	June 30, 2022		June 30, 2021
Finance lease for vehicle	$	10,983	$	8,188
Total current finance lease	$	10,983	$	8,188

Non-current finance lease:
Finance lease for vehicle		7,812		19,669
Total non-current finance lease:	$	7,812	$	19,669
Total finance lease	$	18,795	$	27,857

On the 28^th of October 2020, the Company’s subsidiary obtained a Finance Lease for vehicle in the amount of $34,167 (AUD 44,880) from Australian Alliance Automotive Finance Pty Limited to assist the Company to meet its operating activities. The term of the loan is 4 years from the commencement date, and the interest rate is 5.03% for the term. As of June 30, 2022, the Company had outstanding balances of $18,795 related to the Finance Lease.

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

F-18

NOTE 9 – CONCENTRATION

(a) Major Customers

At June 30, 2022 and June 30, 2021, one major customer represented approximately 26% and 27% of total accounts receivable, respectively.

(b) Major Suppliers

At June 30, 2022 and June 30, 2021 there was no supplier who accounted for 10% or more of the Company’s purchases nor with significant outstanding payables.

NOTE 10 - RELATED PARTY TRANSACTIONS

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

Name		Relationship

Rural Asset Management Services, Inc. (“Rural”)		One of major shareholder of Rayont Inc
TheAlikasa (Australia) Pty Ltd		Common director / shareholder of the Company
Blue Pacific Academy		Entity under the same beneficial owner/ common directors
Health Script Pty Ltd		Entity under the same beneficial owner/ common directors
Accounting Business Solutions Pty Ltd		Entity under the same beneficial owner/ common directors
Abrar Investments Pty Ltd		Common shareholder
Tasman Accounting Pty Ltd		Entity under the same beneficial owner/ common directors
Vantis Partners Pty Ltd		Entity under the same beneficial owner/ common directors

Amount due from related parties

	June 30, 2022		June 30, 2021
TheAliKasa Australia Pty Ltd	$	20,097	$	-
Rural Asset Management Services		-		11,881
Blue Pacific Academy		-		4,000
Health Script Pty Ltd		45,919		-
Total	$	66,016	$	15,881
Amount due from related parties	$	66,016	$	15,881

As of March 31, 2022 and June 30, 2021, Rayont International (L) had loans receivable of $11,881 from Rural Asset Management Services. On June 30, 2020, the company agreed to grant a loan to the Rural for the amount of $91,823. The loan bears no interest rate and receivable on demands. Due to the short maturity of the loan, the Company had a current loans receivable of $91,823 as of September 30, 2020. The Company made a three-party agreement on December 31, 2020 between its subsidiary Rayont International (L), Rayont Inc and Rural in order to eliminate the loans from /to Rural and there is no need for money to move around. The remaining balance of $11,881 will be received on demands.

As of March 31, 2022 and June 30, 2021, Rayont International (L) Ltd had loans receivable of $4,000 from Blue Pacific Academy. The loans receivable was non-interest bearing and due upon request. this loan is paid back on June 30, 2022.

As of June 17, 2022 and June 30, 2021, Rayont (Australia) Pty Ltd has loans receivable of $45,919 and $nil from Health Script Pty Ltd. This is a prepayment for acquisition of the Tugan business that is completed in September 1, 2022. The loans receivable was non-interest bearing and due upon request and it is.

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

F-19

Amounts due to related parties

As of June 30, 2022 and June 30, 2021, the Company had amount due to related parties as follows:

	June 30, 2022		June 30, 2021
Accounting Business Solutions Pty Ltd	$	-	$	1,133
Abrar Investments Pty Ltd		62		-
Director’s loan		-		386,105
Tasman Accounting Pty Ltd		3,453		-
Ventis Partners Pty Ltd		125,162		-
Total	$	128,677	$	387,238
Amount due to related parties	$	128,677	$	387,238

On August 1, 2021 the director has given a loan amount of $386,105 which is used to pay the property that is bought from Prema Life Pty Ltd. This loan has 3% interest per annum and it is fully settled as of December 31, 2021.

On May 4, 2022 the Ventis Partners Pty Ltd has given a loan amount of $125,162 which is used to pay the properties that is bought from Rayont Properties Pty Ltd. This loan is non-interest bearing and payable on demand.

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

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

NOTE 11 – STOCK-BASED COMPENSATION

The Company accounts for stock issued for services using the fair value method in accordance with ASC 718, Stock-Based Compensation, the measurement date of shares issued for services is the grant date.

On December 19, 2018, the Company issued 3,000,000 shares of its common stock to a consultant for services rendered to the Company at $0.32 per share.

On January 14, 2019, under the Company’s 2019 Equity Incentive Plan, the Company issued an aggregate of 900,000 shares to a consultant for services rendered to the Company $0.26 per share.

On January 30, 2019, the Company issued 200,000 shares of its common stock to a consultant for services rendered to the Company at $0.26 per share.

On January 30, 2019, the Company issued 300,000 shares of its common stock to a consultant for services rendered to the Company at $0.26 per share.

On January 31, 2019, the Company issued 150,000 shares of its common stock to a consultant for services rendered to the Company at $0.26 per share.

On January 31, 2019, the Company issued 250,000 shares of its common stock to a marketing staff for marketing services rendered to the Company at $0.26 per share.

On February 11, 2019, the Board of Directors authorized the issuance of 1,000,000 shares of the Company’s common stock to its prior President, for services rendered at $0.25 per share.

F-20

On April 8, 2019, the Company issued 200,000 shares of its common stock to one consultant for services rendered to the Company at $0.25 per share.

On April 26, 2019, the Company issued 900,000 shares of its common stock to one consultant for services rendered to the Company at $0.25 per share.

On April 8, 2020, under the Company’s 2019 Equity Incentive Plan, the Company issued an aggregate of 250,000 shares of its ~~common~~ common stock to one former officer, the CEO of the Company and one consultant for services rendered to the Company at 0.08 per shares. The Company recorded the compensation cost of $20,000 for the year ended September 30, 2020. The Company relied upon Section 4(2) and Regulation D of the Securities Act of 1933, as amended, for the issuances of the securities listed above. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.

~~F-11~~The Company did not record the compensation cost for services for the twelve months ended June 30, 2021.

~~NOTE~~In 6addition, -the ~~INCOME~~Company ~~TAXES~~accounts for stock issued for business acquisition using the fair value method. The measurement date of shares issued for acquisition is the grant date.

~~The~~On ~~Company~~September ~~provides~~30, ~~for~~2020, ~~income taxes under~~ the ~~asset~~Company ~~and~~issued ~~liability~~25,714,286 ~~approach~~shares ~~in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis~~ of ~~assets~~its ~~and~~common ~~liabilities~~stock ~~and the tax rates in effect when these differences are expected~~ to ~~reverse.~~Taleo ItHoldings ~~also~~(L) ~~requires~~Ltd ~~the~~for ~~reduction~~acquisition of ~~deferred~~Rayont ~~tax assets~~International by(L) aLimited ~~valuation~~at ~~allowance~~$0.07 ifper share based on the ~~weight~~closing ofshare ~~available~~price ~~evidence,~~on ~~it is more likely than not that some or all of~~ the ~~deferred tax~~OTC ~~assets~~Markets ~~will~~on ~~not~~September be29, ~~realized~~2020.

~~The~~On ~~Company~~July is subject to taxation in the United States and in Malaysia The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance. For the years ended September 3017, ~~2020 and 2019~~2021, the Company ~~has~~ ~~incurred~~issued a710,713 ~~net~~shares ~~loss~~ of ~~approximately~~its ~~$76~~common ~~thousand~~stock ~~and $2,080 thousand in the United States, respectively. The net operating losses generated in tax years prior~~ to ~~December~~TheAliKasa ~~31,~~(Australia) ~~2017,~~Pty ~~can~~Ltd ~~be carryforward~~ for ~~twenty~~acquisition ~~years,~~of ~~whereas~~business ~~the net operating losses~~from ~~generated~~Rayont ~~after~~(Australia) ~~December~~Pty ~~31, 2017 can be carryforward indefinitely~~Ltd. ~~For~~at ~~the year ended September 30, 2020 and 2019, the Company’s subsidiary in Malaysia has incurred a net loss of approximately~~ $~~25 thousand and $14 thousand, respectively~~0.87 ~~The~~per ~~net~~share ~~operating losses~~based ~~generated~~on inthe ~~tax~~closing ~~years~~share ~~can~~price beon ~~carryforward for seven years. Management determined that it was unlikely that~~ the ~~Company’s deferred~~OTC ~~tax~~Markets ~~assets~~on ~~would~~July be17, ~~realized and have provided for a full valuation allowance associated with the net deferred tax assets~~2021.

	Years ended September 30,
	2020			2019
Deferred tax asset, generated from net operating loss	$	504,499		$	482,384
Valuation allowance		(504,499	)		(482,384	)
Net deferred tax asset	$	-		$	-

On September 23, 2021, the Company issued 515,771 shares of its common stock to AMH Corporate Pty Ltd for acquisition of property from Rayont (Australia) Pty Ltd. at $2.25 per share based on the closing share price on the OTC Markets on September 23, 2021.

~~NOTE~~On 7December -16, ~~RELATED~~2021, ~~PARTY~~the ~~TRANSACTIONS~~Company issued 10,500 shares of its common stock to Board of Directors for their services provided to Rayont group at $2.50 per share based on the closing share price on the OTC Markets on December 16, 2021.

~~The~~On ~~related~~March ~~parties~~31, of2022, the Company ~~with~~issued ~~whom~~13,889 ~~transactions~~shares ~~are~~of ~~reported~~its incommon stock to Board of Directors for their services provided to Rayont group at $1.89 per share based on the ~~consolidated~~closing ~~financial~~share ~~statements~~price ~~are~~on asthe ~~follows:~~OTC Markets on March 31, 2022.

~~Name~~On June ~~Relationship~~2, ~~Anvia~~2022, ~~Holdings Corporation (“Anvia”) The President and CEO of Anvia is~~ the ~~shareholder of the~~ Company ~~Rural~~issued ~~Asset Management Services~~11,250 ~~Inc.~~shares ~~(“Rural”)~~of ~~Entity~~its ~~under~~common ~~the~~stock ~~same~~to ~~beneficial~~Board ~~owner~~of ~~Natural~~Directors ~~Health~~for &their ~~Education~~services ~~Pty~~provided ~~Ltd~~to ~~(“NHE”)~~Rayont ~~Entity~~group at ~~under~~$0.80 ~~the~~per ~~same~~share ~~beneficial~~based ~~owner~~on ~~THF~~the ~~International~~closing HKshare ~~Ltd.~~price ~~(“THF~~on ~~HK”)~~the ~~Entity~~OTC ~~under~~Markets ~~the~~on ~~same~~June ~~beneficial~~2, ~~owner~~2022.

~~Loans~~The ~~receivable~~Company ~~owed~~relied byupon ~~related~~Section ~~parties~~4(2) and Regulation D of the Securities Act of 1933, as amended, for the issuances of the securities listed above. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.

On August 20, 2019, the Company agreed to grant a loan to Anvia for the amount of $93,000. The loan bears an interest rate at 8% and matures on February 19, 2020 and the loan was further extended to August 18, 2020 on February 16, 2020. On October 26, 2020, the Company and Anvia entered into the First Amendment to the loan agreement and agreed to extend the date of repayment to be August 18, 2020. Due to the short maturity of the loan, the Company had a current loans receivable of $93,000 and $93,000 as of September 30, 2020 and 2019, respectively. The Company recorded interest income of $10,152 and nil for the years ended September 30, 2020 and 2019.F-21

AsNOTE of12 ~~September 30, 2020 and, 2019, Rayont International had loans receivable of $91,823 and nil from Rural. The loans receivable were non~~-~~interest~~ ~~bearing~~INCOME ~~and due upon request.~~TAXES

~~As of~~The ~~September~~income ~~30,~~before ~~2019,~~income taxes ~~the Company had a noncurrent loan receivable~~ of ~~$191,360 from~~ the Company’s ~~affiliate~~for ~~company,~~the ~~HCC Century~~years ~~City.~~ended ~~The~~June ~~amount~~30, ~~owed~~2022 ~~by HCC Century City bears no interest~~ and ~~unsecured.~~2021 ~~The~~were ~~Company~~comprised ~~was not able to collect the amount, and the total amount~~ of the ~~loan receivable were written off in December 2019.~~following:

~~Amounts~~SCHEDULE ~~due~~OF toINCOME ~~related~~BEFORE ~~parties~~TAXES

As of September 30, 2020 and 2019, the Company had amount due to related parties as follows:

	2022			2021
	For the years ended June 30
	2022			2021
Tax jurisdictions from:
– Local	$	(362,040	)	$	(209,669	)

– Foreign, representing:
Australia		(152,727	)		851,416
Malaysia		783,895			(257,866	)
Income before income taxes	$	269,128		$	383,884

	September 30,
	2020		2019
Due to NHE	$	1,846,990	$	-
Due to THF HK		200,000		-
Due to Rural		79,942		79,942
Others		25,626		7,194
Total	$	2,152,558	$	87,136

Provision for income taxes consisted of the following:

~~Amounts~~SCHEDULE ~~due~~OF toPROVISION ~~related~~FOR ~~parties~~INCOME ~~were non-interest bearing and payable on demand. The amounts were used to support its operation and to acquire the exclusive license for registering and commercializing PhotosoftTM technology.~~TAXES

NOTE 8 - COMMITMENTS AND CONTINGENCIES

	2022			2021
	For the years ended June 30
	2022			2021
Current:
– Local	$	-		$	-
– Foreign:
Australia		24,270			-
Malaysia		-			-
Total Current Income Tax Expense		24,270			-
Deferred:
– Local		(76,028	)		(44,030	)
– Foreign, representing:
Australia		(32,073	)		-
Malaysia		-			(54,152	)
Changes in valuation allowance		108,101			98,182
Income tax expense	$	24,270		$	-

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. During the periods presented, the Company has noa ~~commitment~~number orof ~~contingency~~subsidiaries asthat ofoperates ~~September~~in 30different countries and is subject to tax in the jurisdictions in which its subsidiaries operate, ~~2020.~~as follows:

~~NOTE 9~~United -States ~~SUBSEQUENT~~of ~~EVENTS~~America

OnThe Tax Act reduces the U.S. ~~October~~statutory ~~15,~~corporate ~~2020,~~tax ~~Rayont~~rate ~~Technologies~~from ~~Pty~~35% ~~Ltd~~to ~~entered~~21% ~~into~~for anour ~~agreement~~tax ~~with~~years Msbeginning in 2018. ~~Kayla~~The ~~Ranee~~Company ~~Smith~~is toregistered ~~purchase~~in the ~~assets~~State of ~~Workstar~~Nevada and ~~Tech~~is ~~(Aust)~~subject ~~Pty~~to ~~Ltd~~United ~~for~~States ~~AUD~~of ~~302,876~~America tax law.22 ~~payable~~As ~~over~~of 90June ~~days~~30, ~~upon~~2022, Msthe ~~Smith~~operations ~~transfers~~in the ~~assets~~United States of America incurred $3,956,354 of cumulative net operating losses (NOL’s) which can be carried forward to ~~Rayont~~offset ~~Technologies~~future ~~Pty~~taxable ~~Ltd~~income. The NOL carry forwards begin to expire in 2042, if unutilized. The ~~assets~~Company ~~that~~has ~~Rayont~~provided ~~Technologies~~for ~~acquired~~a ~~under~~full ~~the~~valuation ~~agreement~~allowance ~~includes~~of ~~trademark,~~approximately ~~website~~$830,834 ~~software,~~against ~~office~~the deferred tax assets ~~and~~on ~~customer~~the expected future tax benefits from the net operating loss carry forwards as the management believes it is more ~~contracts~~likely than not that these assets will not be realized in the future.

During October 12, 2020 to December 15, 2020, the Company sold 7,734,413 shares in some private placements to 135 investors for a total amount of $545,943. The Company relied upon Section 4(2) and Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.Malaysia

~~NOTE~~Rayont (Malaysia) Sdn Bhd 10is –subject ~~RESTATEMENT~~to OFthe ~~PRIOR~~Malaysia ~~ISSUED~~Corporate ~~FINANCIAL~~Tax ~~STATEMENTS~~Laws at a two tier corporate income tax rate based on amount of paid up capital. The 2022 tax rate for company with paid-up capital of MYR 2,500,000 (approximately $603,486) or less and that are not part of a group containing a company exceeding this capitalization threshold is 17% on the first MYR 600,000 (approximately $144,092) taxable profit with the remaining balance being taxed at 24%.

~~The consolidated~~Rayont ~~financial~~International ~~statements~~(L) is assubject ofto ~~and for~~ the ~~year~~Labuan ~~ended~~Corporate ~~September~~Tax 30Laws, ~~2019~~that ~~have~~is ~~been~~3% ~~restated~~of ~~due~~audited tonet aprofits ~~material error in accounting~~ for ~~stock-based~~trading ~~compensations~~activity toand ~~outside~~zero ~~consultants.~~percent ~~The Company did not properly record consulting expense~~ for ~~the compensations~~non-trading ~~granted by the Company. In accordance with ASC 250~~activity, ~~Accounting~~ conditional ~~Changes~~upon ~~and~~fulfilling ~~Error Correction,~~ the ~~Company~~ ~~evaluated~~substance ~~the~~requirements ~~materiality~~under of the ~~error~~Labuan ~~from~~Business ~~quantitative~~Activity ~~and~~Tax ~~qualitative perspectives and concluded that the error~~Act, ~~as described~~1990. ~~above,~~Failure ~~were material to the Company’s previously issued audited consolidated financial statements as~~ of ~~and~~fulfilling ~~for~~ the ~~years ended September 30~~substance requirements, ~~2019.~~Labuan ~~The~~entity ~~Company~~will ~~has~~be ~~not~~taxed ~~amended~~at ~~its~~24% ~~previously filed Annual Reports~~ on ~~Form~~its ~~10-K~~taxable or Quarterly Reports on Form 10-Q for the periods affected by the restatement and has adjusted the error by revising the consolidated financial statements as of and for the year ended September 30, 2019 included hereinincome.

~~The~~For the year ended June 30, ~~restatement~~2022, ~~for~~Rayont ~~the~~(Malaysia) ~~consolidated~~Sdn ~~financial~~Bhd ~~statements~~generated asa profit of $39,313 and ~~for~~Rayont ~~the~~International ~~year~~(L) ~~ended~~generated ~~September~~a 30profit of $781,970 ~~2019:~~but given the fact that are capital gain and it is not subject to tax as per Malaysia tax law.

	Year Ended September 30, 2019
	As Previously Reported			Adjustment			As Restated
Statement of Operations Data:
Selling general and administrative expenses	$	1,154,693		$	1,047,000		$	2,201,693
Total operating expenses		1,259,678			1,047,000			2,306,678
Net loss		(1,262,716	)		(1,039,747	)		(2,302,463	)

As of June 30, 2022, the operations in Malaysia generated $500,413 of cumulative net operating profit.

	Year Ended September 30, 2019
	As Previously Reported			Adjustment			As Restated
Balance Sheet Data:
Additional paid-in capital	$	3,534,446		$	1,039,767		$	4,574,213
Accumulated deficit		(2,506,428	)		(1,039,747	)		(3,546,175	)

F-22

	Year Ended September 30, 2019
	As Previously Reported			Adjustment			As Restated
Cash Flows data:
Net loss	$	(1,262,716	)	$	(1,039,747	)	$	(2,302,463	)
Non-cash portion of share-based consulting fee expense		841,000			1,112,000			1,953,000
Net cash used in operating activities		(210,850	)		72,253			(138,597	)
Loans from related parties		-			83,762			83,762
Repayment of loans from related parties		(156,857	)		137,168			(19,689	)
Issuance of common stock		320,682			(293,182	)		27,500
Net cash provided by financing activities		266,825			(72,252	)		194,573

Australia

~~F-12~~The Australian Income Tax had significant changes progressively since 30 June 2017. The rate was previously 27.5% from the 2017 till 2020 and 26% in the year 2021. From July 1, 2022, companies that are base rate entities must apply the 25% company tax rate. The full company tax rate of 30% applies to all companies that are not eligible for the lower company tax rate. Eligibility for the lower company tax rate depends on whether a company in Australia is classified as a base rate entity.

The Base Rate entity company tax rate can take advantage of the lower tax rate, and must meet the following condition.

A company is a base rate entity for an income year if:

	●	the company’s aggregated turnover for that income year is less than USD35M or (AUD50M) for that income year, and
	●	it has 80% or less of their assessable income in that income year that is base rate entity passive income

All the Australian companies have satisfied the requirements of the base rate entity and therefore the 25% tax rate is applicable.

For three subsidiaries companies tax liabilities as per Australian Tax laws are in the amount of $24,270.

As of June 30, 2022, the operations in the Australia incurred $608,252.00 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL can carry forwards in indefinite time period, if unutilized. The Company has provided for a full valuation allowance of approximately $127,733 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

The following table sets forth the significant components of the aggregate net deferred tax assets of the Company as of June 30, 2022 and June 30, 2021:

	2022			2021
	As of June 30
	2022			2021
Gross Deferred tax assets:

On Net operating loss carryforwards	$			$
– United States of America		830,834			755,188
– Australia		127,733			90,564
		-			-

Total gross deferred tax assets		958,567			845,752
Less: valuation allowance		(958,567	)		(845,752	)
Net deferred tax assets	$	-		$	-

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $958,567 as of June 30, 2022. For the year ended June 30, 2022, the valuation allowance increased by $112,815

NOTE 13 – OTHER INCOME

Other income was $2,370,877 and $953,709 for the twelve months ended June 30, 2022 and 2021, respectively. The increase was attributable to sale of the equipment for the cancer treatment in the amount of $385,361; to sale of the Next Generation Photo Dynamic Therapy (NGPDT) License for Sub-Sahara Africa in the amount of $ 1,071,430.59. Whilst, USD353,194 arose due to tax incentive/grant obtained in relation to approved research and development activities carried out. Other income is generated from the sale of the subsidiary Rayont Technologies Australia in the amount of $668,174 and $39,975 from the sale of Rayont Technologies in Malaysia. In addition, debt forgiven in the amount of $167,124. The amount of $314,382 is deducted from other income as a result of the sale of two subsidiaries Rayont Technologies Malaysia and Rayont Technologies Australia in the consolidation of the financial statements of the group.

The amount of USD 298,418 was attributable to differences between seller and purchase price of the property that GGLG Properties Pty Ltd sold on June 29, 2021. On October 15, 2020, the Company entered into an agreement to purchase the assets of Workstar Tech (Aust) Pty Ltd, from an individual towards purchase of fair value of USD476,594.32 (AUD632,393) for purchase consideration of USD228,258.35 (AUD302,876). The income from this transaction is $244,376. Whilst, USD185,539 arose due to tax incentive/grant obtained in relation to approved research and development activities carried out. The amount of $225,376 was mainly due to tax incentive/grant obtained in relation to approved research and development activities carried out, due to ATO COVID19 Job Seeker, Cash Flow Boost incentives from Australian Government.

F-23

NOTE 14 – OTHER RECEIVABLES AS CURRENT ASSETS

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

As of June 30, 2021, the Company had other receivables in the amount of $453,250 which is compound from a prepayment of the Value Added Tax done from Prema Life in the amount of $202,768; Rayont Properties Trust sold its assets and the amount of $201,649 will be paid from the buyer based on a repayment schedule; a deposit done from Prema Life in the amount of $14,993 for lease rent; the amount of $32,003 as deposit done for different reasons from other subsidiaries and the amount of $1,836 that is interest income for Rayont Inc.

NOTE 15 – OTHER ASSETS AS NON-CURRENT ASSETS

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

NOTE 16 – OTHER RECEIVABLES AS NON-CURRENT ASSETS

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

NOTE 17 - RESTATEMENT OF PRIOR ISSUED FINANCIAL STATEMENTS

The Company changed last year its fiscal year-end from a fiscal year ending on September 30 to a fiscal year ending on June 30. Based on this change, prior issued financial statements ended June 30, 2021 includes our audited consolidated financial statements as at and for the nine months ended June 30, 2021 but the fiscal year ended June 30, 2022 is a full year so the management decided to do the consolidation for prior years for a period of twelve months as a comparative period for actual fiscal year ended June 30, 2022 by adopting ASC250-10 guidelines and prepared the restated financial statement for June 30, 2021, enclosed herewith. The Company has not amended its previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the restatement and has adjusted the balances by revising the consolidated balance sheet for the year ended June 30, 2021, income statement for the twelve months ended June 30, 2021, cash flow statements for the twelve months ended June 30, 2021 included herein.

F-24

The restatement for the consolidated balance sheet as of and for the year ended June 30, 2021, income statement for the twelve months ended June 30, 2021 and cash flow statement for the twelve months ended June 30, 2021:

RAYONT INC. AND SUBSIDIARIES RESTATED CONSOLIDATED BALANCE SHEETS

	As Previously Reported			Restatement Adjustments			As Restated
	June 30, 2021
	As Previously Reported			Restatement Adjustments			As Restated

ASSETS
Current Assets:
Cash and cash equivalents	$	243,610		$	-		$	243,610
Accounts receivables		534,525			-			534,525
Inventories		500,165			-			500,165
Prepaid expense		23,933			-			23,933
Due from related parties		15,881			-			15,881
Other receivables		453,250			-			453,250
Total Current Assets		1,771,364			-			1,771,364

Non-Current Assets:
Property and equipment, net		3,140,757			-			3,140,757
Intangible assets		2,245,231			-			2,245,231
Total Non-Current Assets		5,385,988			-			5,385,988

TOTAL ASSETS	$	7,157,352		$	-		$	7,157,352

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	99,615		$	-		$	99,615
Accrued liabilities		472,021			-			472,021
Due to related parties		387,238			-			387,238
Loan payable		2,051,554			-			2,051,554
Finance lease payable		8,188			-			8,188
Other payables		209,712			-			209,712
Total Current Liabilities		3,228,328			-			3,228,328

Non-Current Liabilities:
Finance lease payable		19,669			-			19,669
Loan payable		182,329			-			182,329
Total Non-Current Liabilities		201,998			-			201,998

TOTAL LIABILITIES	$	3,430,326		$	-		$	3,430,326

COMMITMENTS AND CONTNGENCIES		-

Stockholders’ Equity:
Common stock, $0.001 par value; 500,000,000 shares authorized; 46,783,369 and 38,871,818 shares issued and outstanding as of June 30, 2021 and September 30, 2020, respectively	$	46,784		$	-		$	46,784
Preferred stock, $0.001 par value; 20,000,000 shares authorized; nil share issued and outstanding		-			-			-
Additional paid-in capital		6,996,198			-			6,996,198
Shares to be issued		618,320			-			618,320
Accumulated deficit		(3,912,404	)		32,603			(3,879,801	)
Accumulated other comprehensive loss		(21,872	)		(32,603	)		(54,475	)
TOTAL STOCKHOLDERS’ EQUITY		3,727,026			0			3,727,026

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,157,352		$	0		$	7,157,352

F-25

RAYONT INC. AND SUBSIDIARIES RESTATED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	As Previously Reported			Restatement Adjustments			As Restated
	For the nine months ended June 30, 2021						For the twelve months ended June 30, 2021

Revenue	$	2,244,157		$	725,442		$	2,969,599
Cost of Revenue		(979,476	)		(241,550	)		(1,221,026	)
Gross profit		1,264,681			483,892			1,748,573

Operating expenses:
Selling, general and administrative expenses		1,687,873			267,694			1,955,567
Depreciation and amortization expense		422,633			31,875			454,508
Total Operating Expenses		2,110,506			299,569			2,410,075

Operating Loss		(845,825	)		184,323			(661,502	)

Other income/(expense):
Interest income		140,252			1,504			141,756
Interest expense		(38,704	)		(11,375	)		(50,079	)
Other income, net		790,701			163,008			953,709
Total other income		892,249			153,137			1,045,386

Income before income taxes		46,424			337,460			383,884
Income tax expense		-			-			-
Net income	$	46,424		$	337,460		$	383,884

Other comprehensive items
Foreign currency translation loss		(61,035	)		31,375			(29,660	)
Total other comprehensive loss		(61,035	)		31,375			(29,660	)

Total comprehensive loss		(14,611	)		368,835			354,224
Less: comprehensive income attributable to noncontrolling interest		-			-			-
Comprehensive loss / income attributable to shareholders of the Company	$	(14,611	)	$	368,835		$	354,224

Weighted average shares, basic and diluted		46,393,747			(8,624,647	)		37,769,100
Net income per common share, basic and diluted	$	0.00		$	0.01		$	0.01

F-26

RAYONT INC. AND SUBSIDIARIES RESTATED CONSOLIDATED STATEMENTS OF CASH FLOWS

	As Previously Reported			Restatement Adjustments			As Restated
	For the nine months ended June 30, 2021						For the twelve months ended June 30, 2021
Operating Activities:
Net Income	$	46,424		$	337,460		$	383,884
Adjustments to reconcile net income to net cash used in operating activities:
Non-cash portion of share based compensation for service		-			-			-
Depreciation and amortization expense		422,633			31,875			454,508
Gain on sale of assets		(238,014	)		(6,362	)		(244,376	)
Changes in operating assets and liabilities:
Accounts receivable		(157,303	)		(186,129	)		(343,432	)
Inventory		(22,915	)		(130,069	)		(152,984	)
Accounts payable		42,828			(52,282	)		(9,454	)
Accrued liabilities		78,934			50,767			129,701
Prepaid expense		(24,041	)		322			(23,719	)
Advance to officer		6,717			(4,498	)		2,219
Other assets		(47,054	)		266			(46,788	)
Other receivables		(398,265	)		75,907			(322,358	)
Other payable		4,160			(18,854	)		(14,694	)
Net cash used in operating activities		(285,896	)		98,403			(187,493	)

Investing Activities:
Cash from acquisition		-			1,082			1,082
Purchases of intangible assets		(126,479	)		343			(126,136	)
Proceeds from loan receivable		93,000			(93,000	)		-
Purchases of property and equipment		(1,765,027	)		44,529			(1,720,498	)
Net cash used in investing activities		(1,798,506	)		(48,128	)		(1,845,552	)

Financing Activities:
Repayment to related party		(155,376	)		(77,744	)		(233,120	)
Proceeds from loan payable		1,577,422			(14,710	)		1,562,712
Issuance of common stock		701,988			-			701,988
Net cash provided by financing activities		2,124,034			(92,454	)		2,031,580


EFFECT OF EXCHANGE RATE ON CASH		7,804			(18,743	)		(10,939	)

Net increase (decrease) in cash and cash equivalents		47,436			31,532			(12,404	)
Cash and cash equivalents at beginning of the period		196,174			59,840			256,014
Cash and cash equivalents at end of the year	$	243,610		$	91,372		$	243,610


SUPPLEMENTAL DISCLOSURE:
Interest paid	$	38,704		$	11,375		$	50,079
Income tax paid	$	-		$	-		$	-

SUPPLEMENTAL DISCLOSURE FOR NONCASH INVESTING AND FINANCING ACITIVIES:
Issuance of common stock for acquisitions	$	-		$	1,800,000		$	1,800,000
Forgiveness of debt	$	2,016,362		$	-		$	2,016,362

F-27

NOTE 18 – RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITIES

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

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

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

Lease related costs recognized in the statements of operations for the year ended June 30, 2022

SCHEDULE OF LEASE RELATED COSTS

		Lease 1				Lease 2				Lease 3
Operating lease expenses		$	13,162				16,681				6,486

Supplemental balance sheet information related to leases is as follows:


Operating Leases	June 30, 2022
	Lease 1		Lease 2		Lease 3
Right-of-use assets	$	12,231		285,032		227,629

Lease liabilities - current		12,231		58,014		42,088
Lease liabilities - non-current		-		227,018		185,541
Total lease liabilities	$	12,231		285,032		227,629

	June 30, 2022
Weighted Average Remaining Lease Terms
Lease 1	3 months
Lease 2	4 years 5 months
Lease 3	4 years 10 months

Discount Rate
Lease 1	2.91	%
Lease 2	2.42	%
Lease 3	2.83	%

F-28

SCHEDULE OF OPERATING LEASES MATURITY

Operating Leases	Lease 1			Lease 2			Lease 3
2023	$	12,261			64,083			47,806
2024		-			66,326			49,479
2025					68,647			51,212
2026					71,050			52,400
2027					30,374			42,430
Thereafter
Total lease payments		12,261			300,481			243,327
Less: imputed interest		(30	)		(15,449	)		(15,697	)
Present value of lease liabilities	$	12,231			285,032			227,629

NOTE 19 - COMMITMENTS AND CONTINGENCIES

The Company has no commitment or contingency as of June 30, 2022.

NOTE 20 – GOODWILL

Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Under the guidance of ASC 350, goodwill is not amortized, rather it is tested for impairment annually, and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit and would be measured as the excess carrying value of goodwill over the derived fair value of goodwill. The Company’s policy is to perform an annual impairment testing for its reporting units of each fiscal year. For the years ended June 30, 2022, the Company determined there were no indicators of impairment of goodwill.

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

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

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

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

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

SCHEDULE OF PURCHASE PRICE ALLOCATION

Purchase consideration	$	1,967,960
Fair value of the net assets acquired and liabilities assumed	$	101,252
Goodwill	$	1,866,708

NOTE 21 - SEGMENT REPORTING

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

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


			For the Year Ended and As of
			June 30, 2022
By Business Unit	Software and Content		Nutritional Supplements and Myotherapy			Other Segment			Total
Revenue	$	0	$	2,839,357			0		$	2,839,357

Cost of revenue		0		(1,456,733	)		0			(1,456,733	)
General and administrative expenses		0		(2,238,213	)		(630,705	)		(2,868,918	)

Loss from operations		0		(855,589	)		(630,705	)		(1,486,294	)

Total assets	$	0	$	14,193,235			0		$	14,193,235
Capital Expenditure
Property and equipment	$	0		0			6,241,049		$	6,241,049
Intangible assets	$	0		0			0		$	0

				For the Year Ended and As of June 30, 2021
By Business Unit	Software and Content			Nutritional Supplements			Other Segment			Total
Revenue	$	872,476		$	2,097,123			0		$	2,969,599

Cost of revenue		(86,110	)		(1,134,915	)		0			(1,221,026	)
General and administrative expenses		(606,641	)		(1,542,228	)		(261,207	)		(2,410,075	)

Income / loss from operations		179,725			(580,020	)		(261,207	)		(661,502	)

Total assets	$	2,683,037		$	4,221,412			252,904		$	7,157,352
Capital Expenditure
Property and equipment	$	0			0			3,140,757		$	3,140,757
Intangible assets	$	0			0			2,245,231		$	2,245,231

F-29

			For the Year Ended and As of June 30, 2022
By Country	Malaysia		Australia			Other Segment			Total
Revenue	$	0	$	2,839,357			0		$	2,839,357

Cost of revenue		0		(1,456,733	)		0			(1,456,733	)
General and administrative expenses		0		(2,238,213	)		(630,705	)		(2,868,918	)

Loss from operations		0		(855,589	)		(630,705	)		(1,486,294	)

Total assets	$	0	$	14,193,235			0		$	14,193,235
Capital Expenditure
Property and equipment	$	0		0			6,241,049		$	6,241,049
Intangible assets	$	0		0			0		$	0

				For the Year Ended and As of June 30, 2021
By Country	Malaysia			Australia			Other Segment			Total
Revenue	$	72,886		$	2,896,713			-		$	2,969,599

Cost of revenue		(28,942	)		(1,192,084	)		-			(1,221,026	)
General and administrative expenses		(6,556	)		(2,142,312	)		(261,207	)		(2,410,075	)

Income / loss from operations		37,388			(437,683	)		(261,207	)		(661,502	)

Total assets	$	1,868,411		$	5,036,037			252,904		$	7,157,352
Capital expenditure
Property and equipment	$	0			0			3,140,757		$	3,140,757
Intangible assets	$	0			0			2,245,231		$	2,245,231

NOTE 22 - SUBSEQUENT EVENTS

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

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

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

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

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

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

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

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

On October 5, 2022 three board directors of Rayont Inc , Mark Rudulph Van Wyk, Thea Dillon and Jason Adam Sunstein resigned from their position as Board of Directors of their own accord.

The Company relied upon Section 4(2) and Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and they were issued in book entry form with a Rule 144 restrictive legend.

F-30

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.

The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our Chief Executive Officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were significant deficiency in our internal controls over Financial reporting as of ~~September~~June 30, ~~2020~~2022 and they were therefore not as effective as they could be to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The significant deficiency in our controls and procedure were lack of formal documents such as invoices and lack of evidence for proper approval and review of disbursements. Management does not believe that any of these significant deficiency materially affected the results and accuracy of its financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework that was issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended June ~~September~~ 30, ~~2020~~2022. We believe that internal controls over financial reporting as set forth above shows some weaknesses and are not effective. We have identified certain weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

Subsequent to the end of the period covered by this report, and in light of the weakness described above, management is in the process of designing and implementing improvements in its internal control over financial reporting and we currently plan tom hire an independent third party consultant to assist in identifying and determining the appropriate accounting procedures and controls to implement.

ITEM 9B. OTHER INFORMATION.

None

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table contains the name, age of our Directors and executive officers as of ~~September~~June 30, ~~2018~~2022.

Name	Age	Position Held	Held Office Since
Marshini Thulkanam	4445	~~President/CEO/CFO/Secretary~~Chief Financial Officer and Director	2020
Dhurata Toli	45	Secretary	2021
Mark Rudulph Van Wyk	55	Independent Director	2022
Thea Dillon	45	Independent Director	2022
Jason Adam Sunstein	51	Independent Director	2022

The directors will serve until the next annual meeting of stockholders of the Company and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. The following is information concerning the business background of Ms. Thulkanam.

Ms. Thulkanam has over 20 years in public practice, as well as the commercial environment. She provides accounting, CFO on demand and tax solutions to her variety of clients from diverse industries, including hospitability, retail, health, professional services, property developments, and medical centres and construction companies. Ms. Thulkanam graduated from Massey University, New Zealand and has worked in both New Zealand and Australian Chartered Accounting Firms. She is a member of the Chartered Accountants Australian and New Zealand and a Registered Tax Agent. Her focus is family businesses from start up to complex entities and takes great pride in assisting her clients navigate through Australia’s complex tax systems to provide great outcomes. Ms. Thulkanam is the founder and Managing Director of Accounting Biz Solutions Pty Ltd, an accounting and bookkeeping practice in Queensland, Australia. She is the CFO on demand for a number of private funds such as Future Asset Management International Ltd and Zenio Capital Ltd.

Ms. Toli has extensive experience in both government and private sector for over 21 years in financial analyses, accounting, financial controls, reporting and taxation, financial, market risk profiling, trainings. Ms. Toli started her career with NOA in management and risk analysis before managing a branch of BKT Bank. Thereafter, she worked with the Municipality of Tirana as Director of Operations and then with Abkons company on the Trans Adriatic Pipeline as a Financial Consultant. In 2017, Ms. Toli became the Financial Controller and Secretary of a USA public corporation with subsidiaries in Australia and Malaysia, overseeing all aspects of the Company’s accounting functions including planning, executing, controlling, reporting all financial matters and as an active member of the M&A team. In addition, she was the Board Secretary for Corporation. Ms. Toli earned her Master of Science degree in banking from the University of New York Tirana in collaboration with the Institute Universitaire Kurt Bosch in Switzerland and Master’s Degree in Finance and Accounting from Tirana University. She also holds an Approved Accounting Certificate, Real Estate Appraiser and “Six Sigma Quality Improvement Project” for “Loan Assessment and Approval Process Mapping “delivered by IMPACT W.L.L.

Ms. Dillon has extensive experience within the Remedial Massage & Myotherapy profession having successfully founded and operated a number of South East Qld based businesses in the industry over the past 15 years. She is passionate about enriching lives and enhancing health & wellbeing, and enjoys passing her wealth of knowledge & expertise to others so that they may thrive personally and professionally.

Thea holds a Diploma of Remedial Massage, Adv Diploma of Myotherapy, an Honors Degree in Exercise Science & a Certificate IV in Training & Assessment, and is an accomplished High Performance Sport Therapist, having worked with the Australian Olympic Team on multiple occasions. She was a founding partner of Gold Coast Physio & Sports Health in 2008 and remained an Owner through to 2013 before continuing as a Principal Remedial Massage Therapist through to 2016. She has been the Owner and Principal Therapist of No More Niggles since November 2016 where she provides exceptional remedial and sports massage services.

From December 2018 through January 2021, Thea was a Trainer at Massage Schools of QLD, designing and delivering remedial massage & myotherapy training content at post graduate level. From 2019 through 2021, Thea was in the Lead Soft Tissue Therapy role for the Australian Olympic Team in Tokyo. She was also a Practice Manager at No More Knots throughout 2020 and continues to deliver professional development and mentoring sessions across the No More Knots Team.

Mr. Sunstein was one of the founders and since October 2013, has been the CFO and a director of International Land Alliance, Inc., a publicly traded company, engaged in residential land development with target properties located primarily in the Baja California Northern region of Mexico. Mr. Sunstein brings finance, mergers and acquisitions and general management experience. Since 1989, he has participated in a broad variety of both domestic and international structured investments and financings, ranging from debt and preferred stock to equity and developmental capital across a wide variety of infrastructure and corporate financings. He has been involved in numerous start-ups, turnarounds and public companies. Mr. Sunstein serves as on the Board of Directors of several public and private companies. In December 2014 Mr. Sunstein filed for Chapter 7 bankruptcy, and it was discharged May 2015. He attended San Diego State University where he majored in Finance and has held NASD Series 7 (General Securities Representative) and Series 63 licenses.

Mr. Van Wyk is a seasoned business leader and strategist with a diverse 37 year global career across several industry sectors including health and aged care services, community services, environmental, financial and professional services, engineering, infrastructure, mining/resources, construction, manufacturing, building services and agriculture. He holds qualifications from the University of Pretoria (South Africa), Graduate School of Business at the University of Cape Town (South Africa) and De Montfort University in Leicester (United Kingdom). Mark is a Member of the Australian Institute of Company Directors, Fellow of the International Institute of Directors and Managers, a Member of the CEO Institute, a Member of the Advisory Board Centre and is also a Certified CEO and an advisory board Certified Chair™. He has held senior positions and executive roles in several listed Australian companies. Entrepreneur and founder of eleven SMEs. Board Experience having served as Advisory Board Member, Chairperson, Executive Director, Non-Executive Director, Alternate Director, Company Secretary and Committee Member. His most recent experience includes being a Non-Executive Director of Smiles Inclusive Limited, an Australian dental services provider since July 2021 and Chairman and Executive Director of Paying.Green Holdings, a global profit-for-purpose organisation focused on delivering sustainable environmental solutions to businesses since 2020. Prior to this Mark was Chairman and Executive Director of Medicrew Holdings, an integrated primary health care services provider with a number of medical centres across South East Queensland from July 2015 to June 2021.

ITEM 11. EXECUTIVE COMPENSATION.

The compensation programs presently in effect with respect to the Chief Executive Officer, Chief Financial Officer and Chairman of the Board were established by the Board of Directors.

Executive Compensation

The following table sets forth the compensation paid to each of our principal executive officers (the “Named Executive Officers”) during the last ~~two~~three completed fiscal years:

SUMMARY COMPENSATION TABLE

Management Compensation

Name and Fiscal Years Ended September 30, 2019, 2018 and 2020	Fees earned or paid in cash ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Name and Fiscal Years Ended June 30, 2022, 2021 and 2020	Fees earned or paid in cash ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Marshini Thulkanam (1)FY 2020		0		8,000		0		0		0		0		8,000
Marshini Alyia Moodley (1) FY 2022		-				-		-		-		-		-
Gregory Jackson FY 2020 (2)		0		4,000		0		0		0		0		4,000
FY 2021		-				-		-		-		-		-
Gregory Jackson FY 2019 (2)		0		0		0		0		0		0		0
FY 2020				8,000		-		-		-				8,000
Chin Kha Foo(3) FY 2019		0		0		0		0		0		0		0
Aleem Sheikh(2)		-				-		-		-		-		-
FY 2018		0		0		0		0		0		0		0
Dhurata Toli (3) FY 2022		-		-		-		-		-		60,000		60,000
FY 2021		-		-		-		-		-		14,000		14,000
Reyad Fezzani (4) FY 2022		-		40,000		-		-		-		-		40,000
Leilani Latimer (5) FY 2022		-		12,500		-		-		-		-		12,500
Mark Rudulph Van Wyk (6) FY FY 2022		-		2,000		-		-		-		-		2,000
Thea Dillon (7) FY 2022		-		2,000		-		-		-		-		2,000
Jason Adam Sunstein(8) FY 2022		-		5,000		-		-		-		-		5,000
Greg Jackson FY 2019 (9)		-		4,000		-		-		-		-		4,000
Chin Kha Foo (10) FY 2019		-		-		-		-		-		-		-

(1)	Ms. Thulkanam ~~was~~resigned ~~appointed~~as ~~a Director~~CEO, ~~CEO~~President and Secretary on March 25, 2021 and was appointed as President, ~~CFO~~CEO and ~~Secretary~~Director on ~~March~~February 3128, ~~2020~~2022.
(2)	Mr. ~~Jackson~~Sheikh was appointed aas ~~Director~~President, CEO, ~~President, CFO~~ and ~~Secretary~~Director on ~~August~~March 925, ~~2019~~2021 and resigned on ~~March~~February 3128, ~~2020.~~2022
(3)	MrMs. ~~Foo~~Toli was appointed aas ~~Director~~Secretary ~~and President/CEO/CFO~~ on ~~July~~March 225, ~~2017 and resigned on August 9, 2019~~2021
(4)	Mr. Fezzani was appointed as Director on March 12, 2021 and resigned on April 19, 2022
(5)	Ms. Latimer was appointed as Director on April 22, 2021 and resigned on April 20, 2022
(6)	Mr. Van Wyk was appointed as Director on April 21, 2022 and resigned on October 5, 2022
(7)	Ms. Dillon was appointed as Director on April 21, 2022 and resigned on October 5, 2022
(8)	Mr. Sunstein was appointed as Director on April 21, 2022 and resigned on October 5, 2022.
(9)	Mr. Jackson was appointed a Director, CEO, President, CFO and Secretary on August 9, 2019 and resigned on March 31, 2020
(10)	Mr. Foo was appointed a Director and President/CEO/CFO on July 2, 2017 and resigned on August 9, 2019

Compensation of Directors

Each Director that is not an officer is reimbursed the reasonable out-of-pocket expenses in connection with their travel to attend ~~meetings~~ meetings of the Board of Directors. No payments were made to our current directors for the fiscal years ended ~~2020~~2022, ~~2019~~2021 and ~~2018~~2020.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of the Record Date with respect to the beneficial ownership of Common Stock by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock after the Closing Date (ii) our current directors, (iii) each person who will become a director on or after the tenth day following our mailing of this Information Statement, (iv) each of newly named executive officers and (v) all of our newly named executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by footnote and subject to community property laws, where applicable, to our knowledge the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock that are shown as beneficially owned by them. In computing the number of shares of Common Stock owned by a person and the percentage ownership of that person, any such shares subject to options and warrants held by that person that are exercisable as of the Record Date or that will become exercisable within 60 days thereafter are deemed outstanding for purposes of that person’s percentage ownership but not deemed outstanding for purposes of computing the percentage ownership of any other person. The percent of class is based on 4650,~~606~~163,~~231~~797 shares of common stock issued and outstanding as of ~~December 17~~June 30, ~~2020~~2022. Unless otherwise indicated, the mailing address of each officer and director is c/o Rayont Inc., ~~Level 3,~~228 26Hamilton ~~Marine Parade~~Avenue, ~~Southport~~3rd Floor, ~~Queensland~~Palo Alto, ~~Australia~~California ~~4215.~~94301

Officers and Directors	Shares of Common stock		Percentage
Marshini Thulkanam		100,000		-0-	%
Marshini Alyia Moodley		550,000		1.096	%
All Officers and Directors as a Group (1)		100,000		-0-	%
Mark Rudulph Van Wyk		2,500		0.005	%
Dhurata Toli		200,000		0.399	%
Thea Dillon		2,500		0.005	%
Jason Adam Sunstein		6,250		0.012	%
All Officers and Directors as a Group (5)		761,250		1.517	%
More than 5% Beneficial Owners:
Rural Asset Management Services, Inc.		5,132,000		11.01	%
Rural Asset Management Services, Inc. (1)		4,232,000		8.436	%
Anvia Holdings Corporation		3,000,000		6.44	%
Taleo Holdings (L) LTD (2)		20,803,079		41.470	%
Taleo Holdings (L) LTD		25,714,286		55.17	%

	(1)	The principal owner of Rural Asset Management Services, Inc is Si Jing Yi and its address is Kensington Gardens, No. U1317 Lot 7616, Jalan Jumider, Federal Territory, Malaysia.
	(2)	The principal owner of Taleo Holdings (L) LTD is Ali Kasa and its address is 3 Spica Drive, Tanah Merah, 4128 QLD, Australia.

Legal Proceedings

The Company is not aware of any legal proceedings in which any director, officer, or any owner of record or beneficial owner of more than 5% of any class of voting securities of the Company, or any affiliate of any such director, officer, affiliate of the Company, or security holder, or any person who will become a director upon completion of the transactions contemplated by the Agreement is a party, or any information that any such person is adverse to the Company or has a material interest adverse to the Company.

CORPORATE GOVERNANCE

The Board of Directors

As set forth in our Articles of Incorporation and Bylaws, all directors of the Company hold office until the next annual meeting of stockholders or until their successors have been duly elected and qualified. Other than as disclosed in this Information Statement, to the knowledge of the Company, are no agreements with respect to the election of directors. The Company’s executive officers serve at the discretion of the Board.

Code of Ethics

We have not adopted a written Code of Ethics at this time that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Board of Directors are reviewing the necessity of adopting such a document given we are still in the start-up exploration stage and have limited employees, officers and directors.

Nominating Committee

We do not have a Nominating Committee. Since our formation we have relied upon the personal relationships of our President to attract individuals to our Board of Directors.

1420

We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.

Compensation Committee

We do not have a Compensation Committee. Our entire Board of Directors review and recommend the salaries, and benefits of all employees, consultants, directors and other individuals compensated by us.

Audit Committee

We do not have a standing Audit Committee. The functions of the Audit Committee are currently assumed by our Board of Directors.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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

Name Relationship Rural Asset Management Services, Inc. (“Rural”) One of major shareholder of Rayont Inc TheAlikasa (Australia) Pty Ltd Common director / shareholder of the Company Blue Pacific Academy Entity under the same beneficial owner/ ~~Natural~~common directors Health &Script ~~Education~~ Pty Ltd ~~(“NHE”)~~Entity under the same beneficial owner/ common directors Accounting Business Solutions Pty Ltd Entity under the same beneficial owner/ ~~THF~~common ~~International~~directors HKAbrar Investments Pty Ltd. ~~(“THF~~Common ~~HK”)~~shareholder Tasman Accounting Pty Ltd Entity under the same beneficial owner/ common directors Vantis Partners Pty Ltd Entity under the same beneficial owner/ common directors

~~Loans~~Amount ~~receivable~~due ~~owed~~from by related parties

On August 20, 2019, the Company agreed to grant a loan to Anvia Holdings Corporation (“Anvia”) for the amount of $93,000. The President and CEO of Anvia is also the shareholder of the Company and the director of THF Holdings Pty Ltd. The loan bears an interest rate at 8% and matures on February 19, 2020 and the loan was further extended to August 18, 2020 on February 16, 2020. Due to the short maturity of the loan, the Company had a current loans receivable of $93,000 and $93,000 as of September 30, 2020 and 2019, respectively.

	June 30, 2022		June 30, 2021
TheAliKasa Australia Pty Ltd	$	20,097	$	-
Rural Asset Management Services		-		11,881
Blue Pacific Academy		-		4,000
Health Script Pty Ltd		45,919		-
Total	$	66,016	$	15,881

As of ~~September~~March 3031, ~~2020~~2022 and June 30, ~~2019~~2021, Rayont International (L) had loans receivable of $9111,~~823~~881 ~~and~~from ~~nil~~Rural ~~from~~Asset Management Services. On June 30, 2020, the company agreed to grant a loan to the Rural for the amount of $91,823. The loan bears no interest rate and receivable on demands. Due to the short maturity of the loan, the Company had a current loans receivable of $91,823 as of September 30, 2020. The ~~were~~Company ~~non~~made a three-~~interest~~party ~~bearing~~agreement on December 31, 2020 between its subsidiary Rayont International (L), Rayont Inc and ~~due~~Rural ~~upon~~in ~~request~~order to eliminate the loans from /to Rural and there is no need for money to move around. The remaining balance of $11,881 will be received on demands.

As of ~~September~~March 31, 2022 and June 30, ~~2019~~2021, ~~the~~Rayont ~~Company~~International ~~had~~(L) aLtd ~~noncurrent~~had ~~loan~~loans receivable of $~~191~~4,~~360~~000 from ~~the~~Blue ~~Company’s~~Pacific ~~affiliate company, HCC Century City~~Academy. The ~~amount~~loans receivable ~~owed~~was ~~by HCC Century City bears no~~ non-interest ~~and~~bearing ~~unsecured. The Company was not able to collect the amount,~~ and ~~the~~due ~~total~~upon ~~amount~~request. ofthis ~~the~~ loan ~~receivable~~is ~~were~~paid ~~written~~back ~~off~~on inJune ~~December~~30, ~~2019~~2022.

Amounts due to related parties

As of ~~September~~June 30, ~~2020~~2022 and ~~2019~~June 30, 2021, the Company had amount due to related parties as follows:

	September 30,
	June 30, 2022		June 30, 2021
	2020		2019
Accounting Business Solutions Pty Ltd	$	-	$	1,133
Due to NHE	$	1,846,990	$	-
Abrar Investments Pty Ltd		62		-
Due to THF HK		200,000		-
Director’s loan		-		386,105
Due to Rural		79,942		79,942
Tasman Accounting Pty Ltd		3,453
Others		25,626		7,194
Ventis Partners Pty Ltd		125,162
Total	$	2128,~~152,558~~677	$	87387,~~136~~238

~~Amounts~~On ~~due~~August to1, ~~related~~2021 ~~parties~~the ~~were~~director ~~non-interest~~has ~~bearing~~given ~~and~~a ~~payable~~loan onamount ~~demand.~~of ~~The~~$386,105 ~~amounts~~which ~~were~~is used to ~~support~~pay ~~its~~the ~~operation~~property ~~and~~that tois bought from Prema Life Pty ~~acquire~~Ltd. ~~the~~This ~~exclusive~~loan ~~license~~has ~~for~~3% ~~registering~~interest per annum and ~~commercializing~~it ~~PhotosoftTM~~is ~~technology~~fully settled as of December 31, 2021.

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

Director Independence

Our board of directors has determined that we ~~do not~~ have atwo board ~~member~~members that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

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Our Common Stock is traded on the ~~OTCQB~~OTC Pink Limited under the symbol “RAYT”. The OTC Bulletin Board electronic trading platform ~~does~~ does not maintain any standards regarding the “independence” of the directors for our Board and we do not believe we are subject to the requirements of any national securities exchange or an inter-dealer quotation system with respect to the need to ~~have~~ have any and/or a majority of our directors be independent.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

~~Total Asia Associates Plt was our independent auditor for the fiscal years ended September 30, 2019 and~~ JP Centurion & Partners Plt is our current independent auditor for the fiscal year ended on ~~September~~June 30, ~~2020~~2022 and June 30, 2021.

The following table shows the fees paid or accrued by us for the audit and other services provided by, Total Asia Associates PlPlt and JP Centurion & Partners Plt, our auditors for ~~fiscal~~the ~~years~~12 months ended ~~September~~June 30, ~~2020~~2022 and ~~2019~~June 30, 2021, respectively.

	2020		2019
	2022		2021
Audit Fees (i)	$	1216,~~500~~050	$	1155,~~000~~227
Audit-Related Fees (ii)		-		-
Tax Fees (iii)		$-		-
All Other Fees (iv)		-		-
Total	$	1216,~~500~~050	$	1155,~~000~~227

As defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”

Under applicable SEC rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditors in order to ensure that they do not impair the auditors’ independence. The SEC’s rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent auditors. Until such time as we have an Audit Committee in place, the Board of Directors will pre-approve the audit and non-audit services performed by the independent auditors.

Consistent with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent auditors to us or any of our subsidiaries. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be presented to the full Audit Committee at its next scheduled meeting.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following documents are exhibits to this report.

Number		Description
10.1		Assets Purchase Agreement With Workstar Tech (Aust) Pty Ltd
31.1		Certification of our President and Chief Executive Officer, under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of our Chief Financial Officer, under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of our President, Chief Executive Officer and Chief Financial Officer, under Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RAYONT INC.
Date: December 18, 2020	By:	/s/ Marshini Thulkanam
Date: December 29, 2022	By:	/s/ Marshini Aliya Moodley
		Marshini Thulkanam
		Marshini Aliya Moodley
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.

Signature	Title	Date
/s/ Marshini Thulkanam,	Principal Executive Officer & Principal
/s/ Marshini Aliya Moodley	Principal Executive Officer & Director
Marshini Thulkanam	Accounting Officer & Director	December 18, 2020
Marshini Aliya Moodley		December 29, 2022
/s/ Marshini Aliya Moodley,	Principal Accounting Officer & Director
Marshini Aliya Moodley		December 29, 2022

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EXHIBIT INDEX

Number		Description
10.1		~~Assets~~On ~~Purchase~~January ~~Agreement~~22, ~~With~~2019, ~~Workstar~~the ~~Tech~~Company ~~(Aust)~~entered into and closed an Acquisition Agreement with THF Holdings Pty Ltd., an Australian corporation (“THF”)
31.1		Certification of our President and Chief Executive Officer, under Section 302 of the Sarbanes -Oxley Act of 2002.
10.2		On September 30, 2020, pursuant to an Acquisition Agreement, Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of Rayont International (L) Limited, a Malaysian company.
10.3		Assets Purchase Agreement with Workstar Tech (Aust) Pty Ltd
10.4		On December 23, 2020, pursuant to an Acquisition Agreement, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of Prema Life Pty Ltd, an Australian company (“Prema Life”)
10.5		On December 23, 2020, pursuant to an Acquisition Agreement, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of GGLG Properties Pty LTD, an Australian company (“GGLG”)
10.6		On March 12, 2021, in the best interests of the Company, the Board appointed Reyad Fezzani to be a Chairman of the Board of Directors of the Company.
10.7		On April 1, 2022, pursuant to an Acquisition Agreement, No More Knots Holdings Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), acquired all of the issued and outstanding capital stock of No More Knots Pty LTD, No More Knots (Taringa) Pty Ltd and No More Knots (Newmarket) Pty Ltd, Australian companies.
10.8		On July 1, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary No More Knots (Ipswich) Pty Ltd, acquired the business of the Ipswich Massage from buyer OneDose Pty Ltd,.
10.9		On September 1, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary Health Script Pty Ltd, acquired the business of Tugun Compounding Pty Ltd.
10.10		On September 1, 2022, under the agreement Rayont Inc., sold 100% of the total outstanding shares and units of Rayont (Australia) Pty Ltd, Prema Life Pty Ltd and Rayont Properties Pty Ltd ATF Rayont Property Trust to the buyer Exit Properties Pty Ltd.
10.11		On September 3, 2022, under the agreement Rayont Inc., through its wholly owned subsidiary Health Script Pty Ltd, acquired the business of Prema Life Pty Ltd.
31.1		Certification of our President and Chief Executive Officer, under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of our Chief Financial Officer, under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of our President, Chief Executive Officer and Chief Financial Officer, under Section 906 of the Sarbanes-Oxley Act of 2002.

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Filing Compare · RAYONT INC.