Takung Art Co., Ltd - Quarter Report: 2016 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended June 30, 2016

or

For the transition period from _________________________ to_________________________

Commission File Number: 333-176329

TAKUNG ART CO., LTD

(Exact name of registrant as specified in its charter)

+852 3158 0977

(Registrant’s telephone number, including area code)

____________________________________

(Former name, former address and former fiscal year, if changed since last report)

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 File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

¨ Yes   ¨ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

The number of shares of common stock issued and outstanding as of August 15, 2016 is 11,119,276.

FORM 10-Q

TAKUNG ART CO, LTD

INDEX

PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

TAKUNG ART CO., LTD AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars except Number of Shares)

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

TAKUNG ART CO., LTD AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Stated in US Dollars except Number of Shares)

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

TAKUNG ART CO., LTD AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

(STATED IN U.S. DOLLARS)

(UNAUDITED)

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

TAKUNG ART CO., LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS

(Stated in US Dollars except Number of Shares)

(UNAUDITED)

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Takung Art Co., Ltd.(the “Company” or “Takung Art”), a Delaware corporation (formerly Cardigant Medical Inc.) through HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd. (“Takung”), a Hong Kong company and our wholly owned subsidiary, operates an electronic online platform located at www.takungae.com for artists, art dealers and art investors to offer and trade in valuable artwork.

HongKong Takung Assets & Equity of Artworks Exchange Co., Ltd. (“Takung”) was incorporated in Hong Kong on September 17, 2012 and operates an electronic online platform for offering and trading artwork. For the period from September 17, 2012 (inception) to December 31, 2012, there were no operations except the issuance of shares for subscription receivable. We generate revenue from our services in connection with the offering and trading of artwork on our system, primarily consisting of listing fees, trading commissions, and management fees. We conduct our business primarily in Hong Kong, People’s Republic of China.

Takung (Shanghai) Co., Ltd (“Takung Shanghai”) is a limited liability company, with a registered capital of $1 million, located in the Shanghai Pilot Free Trade Zone. Takung Shanghai was incorporated on July 28, 2015. It is engaged in providing services to its parent company Hong Kong Takung Assets and Equity of Artworks Exchange Co. Ltd. ("Takung") by receiving deposits from and making payments to online artwork traders of Takung for and on behalf of Takung.

Takung Cultural Development (Tianjin) Co., Ltd (“Tianjin Takung”) is a limited liability company, with a registered capital of $1 million located in Pilot Free Trade Zone. Tianjin Takung was incorporated on January 27, 2016.

Tianjin Takung provides technology development services to Takung and Takung Shanghai, and also carries out marketing and promotion activities in mainland China.

REVERSE MERGER

On October 20, 2014, Cardigant Medical Inc. (or “Cardigant”) acquired all the issued and outstanding shares of Takung, a privately held Hong Kong corporation, pursuant to the Share Exchange Agreement and Takung became the wholly owned subsidiary of Cardigant in a reverse merger, or the Merger. Pursuant to the Merger, all of the issued and outstanding shares of Takung common stock were converted, at an exchange ratio of 10.4988-for-1, into an aggregate of 8,399,040 (209,976,000 pre-reverse split) shares of Cardigant common stock and Takung became a wholly owned subsidiary of Cardigant. The holders of Cardigant’s common stock as of immediately prior to the Merger held an aggregate of 933,227 (23,330,662 pre-reverse split) shares of Cardigant’s common stock, The accompanying financial statements share and per share information has been retroactively adjusted to reflect the exchange ratio in the Merger. Subsequent to the Merger, Cardigant’s name was changed from “Cardigant Medical Inc.” to “Takung Art Co., Ltd.”

Under accounting principles generally accepted in the United States, (“U.S. GAAP”) because Takung’s former stockholders received the greater portion of the voting rights in the combined entity and Takung’s senior management represents all of the senior management of the combined entity, the Merger was accounted for as a recapitalization effected by a share exchange, wherein Takung is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of Takung have been brought forward at their book value and no goodwill has been recognized. Accordingly, the assets and liabilities and the historical operations that are reflected in Takung's consolidated financial statements are those of Takung and are recorded at the historical cost basis of Takung. 

Unless otherwise indicated or the context otherwise requires, references to “the Company” refer to Takung Art Co., Ltd. Disclosures relating to the pre-merger business of Takung, unless noted as being the business of Cardigant prior to the Merger, pertain to the business of Takung prior to the Merger. The Company is currently trading on the OTC market with the ticker “TKAT”.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated balance sheet as of December 31, 2015, which has been derived from audited financial statements, and the unaudited interim consolidated financial statements as of June 30, 2016, 2015 and for the three and six months ended June 30, 2016 and 2015 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and disclosures, which are normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to provide for fair presentation. The interim financial information should be read in conjunction with the Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, previously filed with the SEC.

This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2016, its consolidated results of operations and cash flows for the six-month periods ended June 30, 2016 and 2015, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results.

Principles of consolidation

The consolidated financial statements include the accounts of Takung Art, Co., and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

Reverse stock split

On August 10, 2015, the Company’s board of directors and a majority of the Company’s shareholders approved a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1-for-25.

Upon filing of the Certificate of Amendment, every twenty-five shares of the Company’s issued and outstanding common stock were automatically converted into one issued and outstanding share of common stock, without any change in par value per share. All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the 1-for-25 reverse stock split.

Fair Value Measurements

The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements.  ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of June 30, 2016 and December 31, 2015, respectively.

Comprehensive Income

Recognized revenue, expenses, gains and losses are included in net income or loss. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income or loss, are components of comprehensive income or loss. The components of other comprehensive income or loss are consisted solely of foreign currency translation adjustments, net of the income tax effect.

Foreign Currency Translation and Transaction

The functional currency of the Company and Takung Shanghai are the Hong Kong Dollar (“HKD”).

The functional currency of Tianjin Takung is the Renminbi (“RMB”).

The reporting currency of the Company is the United States Dollar (“USD”).

Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on re-translation of monetary items at period-end are included in income statement of the period.

For the purpose of presenting these financial statements, the Company’s assets and liabilities with functional currency of HKD are expressed in USD at the exchange rates on the balance sheet dates, which are 7.7591 and 7.7507 as of June 30, 2016 and December 31, 2015 respectively; stockholder’s equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rates during the years, which are 7.7671 and 7.7538 for the period ended June 30, 2016 and 2015 respectively. For Renminbi currency, the Company’s assets and liabilities are expressed in USD at the exchange rate on the balance sheet dates, which is 6.6459 as of June 30, 2016; stockholder’s equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rates during the years, which is 6.5352 for the period ended June 30, 2016.

The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholders’ equity section of the balance sheets.

Cash and Cash Equivalents

The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. As of June 30, 2016 and December 31, 2015, the Company’s cash and cash equivalents amounted to $4,094,609 and $10,769,456, respectively. All of the Company’s cash deposits are held in the financial institutions located in Hong Kong and China where there are currently regulations mandated on obligatory insurance of bank accounts.

Restricted Cash

Restricted cash represents the cash deposited by the traders (“buyers and sellers”) into a specific bank account under Takung (“the broker’s account”) in order to facilitate the trading ownership units of the artwork. The buyers are required to have their funds transferred to the broker’s account before the trading take place. Upon the delivery of the ownership units, the seller can send instructions to the bank, requesting the amount to be transferred to their personal accounts. After deducting the commission and the management fee as per Takung’s instruction, the bank will transfer the remainder to the seller’s personal account. Except for instructing the bank to deduct the commission and management fee, Takung has no right to manipulate any funds in the broker’s account except the Company statements of intention with regard to particular deposits. The whole process was monitored and approved by a third party accounting firm. Restricted cash amounted to $25,676,516 which includes $4,514,061 deposits with a 7-day maturity date with principal guaranteed by Bank of China, and $16,195,289 as of June 30, 2016 and December 31, 2015, respectively.

Short-term investments, held-to-maturity investments

The Company’s held-to-maturity investments consist of financial products purchased from banks, which are not allowed for the early withdrawal. The Company’s short term held-to-maturity investments are classified as short-term investments on the consolidated balance sheets based on their contractual maturity dates which are less than one year and are stated at their amortized costs.

The Company reviews its investments for other-than-temporary impairment (“OTTI”) based on the specific identification method. The Company considers available quantitative and qualitative evidence in evaluating potential impairment of its investments. If the cost of an investment exceeds the investment’s fair value, the Company considers, among other factors, general market conditions, expected future performance of the investees, the duration and the extent to which the fair value of the investment is less than the cost, and the Company’s intent and ability to hold the investment. OTTI is recognized as a loss in the income statement.

Accounts Receivables and Allowance for Doubtful Accounts

Accounts receivables are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The Company makes estimates for the allowance for doubtful accounts based upon our assessment of various factors, including historical, experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect customers' ability to pay.

Other Non-current Assets

A portion of the other assets, such as prepayments and deposits, are presented under the non-current section of the balance sheets based on the nature of the amounts.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and impairment losses. Gains or losses on dispositions of property and equipment are included in other income. Major additions, renewals and betterments are capitalized, while maintenance and repairs are expensed as incurred.

Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows, taking into account the assets' estimated residual value:

Long-lived Assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When these events occur, the Company assesses the recoverability of these long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the future undiscounted cash flow is less than the carrying amount of the assets, the Company recognizes an impairment equal to the difference between the carrying amount and fair value of these assets.

No impairments were recorded during the periods ended June 30, 2016 and December 31, 2015, respectively.

Intangible Assets

Intangible assets represent the licensing cost for our trademark registration. For intangible assets with indefinite lives, the Company evaluates intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company has not recorded impairment of intangible assets as of June 30, 2016 and December 31, 2015.

Customer deposits

Customer deposits represents the cash deposited by the traders (“buyers and sellers”) into a specific bank account under Takung (“the broker’s account”) in order to facilitate the trading ownership units of the artwork. The buyers are required to have their funds transferred to the broker’s account before the trading take place. Customer deposit was $25,676,516 and $16,195,289 as of June 30, 2016 and December 31, 2015, respectively.

Advance from customers

Advance from customers represent trading commissions one month in advance charge to the VIP traders. Starting from April 1, 2016, the Company charges a monthly commission to VIP traders, instead of charging per transaction.

Revenue Recognition

The Company generates revenue from its services in connection with the offering and trading of artwork on our system, primarily consisting of listing fees, trading commissions, and management fees.

We recognize revenue once all of the following criteria have been met:  

Listing fee – The Company collects a listing fee once the ownership shares of the artwork are listed and successfully traded on the Company’s system, based on the agreed percentage of the total offering price. This amount is collected from the money raised from the issuance of such shares accounted as the listing fee revenue accordingly. When the ownership shares of the artwork is listed and starts trading on the Company’s system, the Original Owner and/or the Offering Agent shall pay the Company a one-time offering fee and a listing deposit. The offering fee is determined based on many factors, such as the type of artwork and the offering size. The Company generally charges approximately 22.5-48% of the total offering price for calligraphies, paintings and jewelry, which are the major types of artwork listed and traded on the Company’s system as of June 30, 2016. Listing fee revenue was $3,002,474 and $606,143 for the three months ended June 30, 2016 and 2015, respectively, and $5,197,538 and $1,109,776 for the six months ended June 30, 2016 and 2015, respectively.

Commission – The Company charges trading commissions for the purchase and sale of the ownership shares of the artworks. The commission is typically 0.3% of the total amount of each transaction, but as an initial promotion, we currently charge a reduced fee of 0.2% (resulting in an aggregate of 0.4%) of the total transaction amount with the minimum charge of $0.13 (HK$1). The commission is accounted for as revenue and immediately deducted from the proceeds from the sales of artwork units when a transaction is completed.

Commission rebate programs are offered to the traders and service agents. As part of the referral incentive program, the Company would rebate 15% of the commission earned from the transactions of new traders referred by the existing traders. In addition, the Company rebates 40% to 60% to the service agents when they bring in the agreed number of traders to the trading platform. Such commission rebate is recognized as reduction of the commission revenue. Commission rebated program is also offered to VIP traders , when their trading volumes of certain artworks reach an agreed level each month, a contractually determined flat rate of trading commission was applied to the transactions of these certain artworks. Any trading commission charges incurred by the VIP traders over the flat rate would be waived and deducted from the commission revenue. Starting from April 1, 2016, the Company charges a monthly commission to VIP traders, instead of charging per transaction.

Commission revenue (net of applicable rebates and discounts) was $926,789 and $301,382 for the three months ended June 30, 2016 and 2015, respectively, and $2,070,260 and $1,027,990 for the six months ended June 30, 2016 and 2015, respectively.

Management fee – The Company charges management fees for covering the insurance, storage, and transportation for an artwork and trading management of artwork units, which are calculated at $0.0013 (HK$0.01) per 100 artwork ownership units per day. The management fee is accounted for as revenue, and immediately deducted from the proceeds from the sales of artwork ownership units when a transaction is completed. Management fee revenue was $431,584 and $28,436 for the three months ended June 30, 2016 and 2015, respectively, and $560,075 and $71,785 for the six months ended June 30, 2016 and 2015, respectively.

Annual fee income – The Company charges an annual fee for providing traders with premium services, including more in-depth information and tools, on the trading platform. This revenue is recognized ratably over the service agreement period.

Authorized agent subscription revenue – The Company charges an authorized agent subscription fee which is an annual service fee paid by authorized agents to grant them the right to bring their network of artwork owners to list their artwork on our trading platform. This revenue is recognized ratably over the annual agreement period.

Cost of Revenue

Cost of revenue consists primarily of expenses associated with the delivery the Company’s service. These include expenses related to the operation of data centers, such as facility and lease of the server equipment, development and maintenance of the Company’s platform system, as well as the cost of insurance, storage and transportation of the artworks.

Income Taxes

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. 

There are uncertain tax positions regarding whether the income of Takung should be deemed as the taxable income of Takung Shanghai under the law of the People's Republic of China on Enterprise Income Tax ("EIT") as of June 30, 2016 and December 31, 2015. Such income will be subject to EIT with 25% tax rate once it is deemed as the taxable income of Takung Shanghai and Tianjin Takung; otherwise it is subject to Hong Kong's Profits Tax with 16.5% tax rate.

The Company currently recognizes such income as taxable income under Hong Kong's Profits Tax rather than taxable income under EIT, and the Company holds that it is more-likely-than-not that this tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position.

The Company did not have any interest and penalties related to uncertain tax positions in our provision for income taxes line of the Company’s consolidated statements of operations for the period ended June 30, 2016 and 2015. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.  

Earnings per share

Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares and dilutive potential common shares outstanding during the period.

As of June 30, 2016 and December 31, 2015, respectively, there were options, which would have a dilutive effect on earnings per share.

Concentration of Risks

Concentration of credit risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments, deposits, accounts receivables, prepayment and other current assets. The Company places its cash and cash equivalents, restricted cash and short-term investments with financial institutions with high-credit ratings and quality. Accounts receivables primarily comprise of amounts receivables from the trader customers. With respect to the prepayment to service suppliers, the Company performs on-going credit evaluations of the financial condition of these suppliers. The Company establishes an allowance for doubtful accounts based upon estimates, factors surrounding the credit risk of specific service providers and other information.

Concentration of customers

There are no revenues from customers that individually represent greater than 10% of the total revenues during the three-month period ended June 30, 2016 and 2015, and also during the six-month period ended June 30, 2016 and 2015.

Reclassifications

Certain amounts in the 2015 financial statements may have been reclassified to conform to the 2016 presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.

Recent Accounting Pronouncements

Revenue recognition

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, or ASU 2014-09. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to correlate with the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB voted to defer the effective date of ASU 2014-09 by one year, while allowing a company to adopt the new revenue standard early but not before the original effective date. As such, the updated standard will be effective for the Company in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. The Company has evaluated the effect on the Company’s consolidated financial statements and related disclosures and concluded that the adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.

Liabilities

In February 2015, FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The new consolidation standard changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a VIE, and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015. Early adoption is allowed, including early adoption in an interim period. A reporting entity may apply a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or may apply the amendments retrospectively. The Company is currently assessing the impact of the adoption of this guidance on the consolidated financial statements.

Financial Instrument

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is not permitted. Accordingly, the standard is effective for us on September 1, 2018. The Company is currently evaluating the impact that the standard will have on the Company’s consolidated financial statements.

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-2”), which provides guidance on lease amendments to the FASB Accounting Standard Codification. This ASU will be effective for us beginning in May 1, 2019. The Company is currently in the process of evaluating the impact of the adoption of ASU 2016-2 on the Company consolidated financial statements.

Stock-based Compensation

In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). ASU 2016-09 changes how companies account for certain aspects of stock-based awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for us in the first quarter of 2018, and earlier adoption is permitted. We are still evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

Financial Instruments - Credit Losses

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is allowed as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is still evaluating the effect that this guidance will have on the Company’s consolidated financial statements and related disclosures.

Except for the ASU above, in the period from January 1, 2016 to August 17, 2015, the FASB has issued ASU No. 2016-01 through ASU 2016-13, which are not expected to have a material impact on the consolidated financial statements upon adoption.

3. PREPAYMENT AND OTHER CURRENT ASSETS

Prepayment mainly consists of the prepaid service fee for the development and maintenance of online trading system, as well as the advertising and promotional services. 

4. SHORT TERM INVESTMENTS

Short term investments consist of held-to-maturity investments.

Held to maturity investments

Held-to-maturity investments consist of various financial products purchased from Bank of China, which are classified as held-to-maturity investments as the Company has the positive intent and ability to hold the investments to maturity. The maturities of these financial products range from thirty to seventy days, with contractual maturity dates from July 14, 2016, to August 18, 2016 and estimated annual interest rates ranging from 3.30% to 3.45%. They are classified as short term investments on the consolidated balance sheets as its contractual maturity dates are less than one year. The repayments of principal of the financial products are not guaranteed by the Bank of China from which the financial products were purchased. Historically, the Company has received the principal and the interest in full upon maturity of these investments.

While these financial products are not publicly traded, the Company estimated that their fair value approximate their amortized costs considering their short term maturities and high credit quality. No OTTI loss was recognized for the period ended June 30, 2016 and December 31, 2015.

5. PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

Depreciation expense was $136,727 and $82,812 for the three months ended June 30, 2016 and 2015, respectively, and $239,700 and $156,940 for the six months ended June 30, 2016 and 2015, respectively.

6. INTANGIBLE ASSETS

Intangible assets consist of the Company’s trademarks with indefinite useful life. The intangible asset was $20,531and $22,194 as of June 30, 2016 and December 31, 2015, respectively.

7. OTHER NON-CURRENT ASSETS

Other non-current assets as of June 30, 2016 and December 31, 2015 consisted of:

8. ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables as of June 30, 2016 and December 31, 2015 consisted of:

9. INCOME TAXES

United States of America

As of June 30, 2016, the Company in the United States had $802,828 in net operating loss carry forwards available to offset future taxable income. Federal net operating losses can generally be carried forward twenty years.

The Company believes that it is more likely than not that these net accumulated operating losses will not be utilized in the future. Therefore, the Company has provided full valuation allowance for the deferred tax assets arising from the losses at US. Accordingly, the Company has no net deferred tax assets under the US entity.

Hong Kong

The provision for current income taxes of the subsidiary operating in Hong Kong has been calculated by applying the current rate of taxation of 16.5%, if applicable.

PRC

In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to income taxes within the PRC at the applicable tax rate on taxable income.  All the PRC subsidiaries that are not entitled to any tax holiday were subject to income taxes at a rate of 25%.

The income tax expenses were $379,178 and $9,730 for the three months ended June 30, 2016 and 2015, respectively, and $780,346 and $136,902 for the six months ended June 30, 2016 and 2015, respectively.

The income tax provision consists of the following components: 

A reconciliation between the Company’s effective tax rate and the expected statutory rate is as follow:

The Company's effective tax rate was 25.3% and 11.2% for the three months ended June 30, 2016 and 2015, respectively, and 26.1% and 19.3% for the six months ended June 30, 2016 and 2015, respectively.

The approximate tax effects of temporary differences, which give rise to the deferred tax assets and liabilities, are as follows:  

10. COMMITMENTS AND CONTINGENCIES

Capital Commitments

The Company purchased property and equipment which the payment was due within one year. As of June 30, 2016 and December 31, 2015, the Company has capital commitments of $259,570 and $348,329, respectively.

Operation Commitments

The total future minimum lease payments under the non-cancellable operating lease with respect to the office and the dormitory, as well as hardware trading platform as of June 30, 2016 are payable as follows: 

Rental expense of the Company was $111,987 and $61,287 for the three months ended June 30, 2016 and 2015, respectively, and $228,926 and $127,186 for the six months ended June 30, 2016 and 2015, respectively.

11. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares and dilutive potential common shares outstanding during the period.

Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

487,000 restricted shares of Common Stock (the “Compensation Shares”) related to the Consulting Agreement with Regeneration Capital Group, LLC (“Regeneration”) entered on November 20, 2015. These shares were placed in an escrow account and were subject to Regeneration’s performance condition. There was a dilutive effect of 487,000 shares for the three and six months ended June 30, 2016. (See Note 11)  

12. STOCKHOLDERS’ EQUITY

On July 7, 2015, the Board granted 300,000 shares of fully vested common stock to a third party for consulting services. The shares were subsequently issued on August 26, 2015 and the Company fair valued the shares at grant date and recorded $186,000 as stock-based compensation expense during the year ended December 31, 2015.

On August 10, 2015, the Company filed a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of our issued and outstanding shares of Common Stock at a ratio of 1-for-25 (the “Reverse Stock Split”). Upon filing of the Certificate of Amendment, every twenty-five shares of the Company’s issued and outstanding Common Stock were automatically converted into one issued and outstanding share of Common Stock, without any change in par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will be entitled to rounding up their fractional shares to the nearest whole number. Prior period consolidated financial statement is adjusted to reflect the impact of the one-for-twenty five reverse stock split.

On August 26, 2015, the 2015 Incentive Stock Plan (“2015 Plan”) was approved by the Board of Directors for rewarding the Company’s directors, executives and selected employees and consultants for making major contributions to the success of the Company. 1,037,000 shares were registered on August 27, 2015.

On November 16, 2015, we entered into various subscription agreements with and sold to the selling stockholders a total of 1,000,000 shares of Common Stock at a price of $1.58 per share for aggregate gross proceeds of $1,580,000 (the “Private Placements”). The shares were offered and sold without registration under the Securities Act, in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Rule 903 of Regulation S promulgated there under. No commissions were paid by the Company in connection with the Private Placements.

On November 20, 2015, we entered into a Consulting Agreement with Regeneration for the provision of certain consulting and advisory services, including without limitation, assisting in the preparation of Company financial projections, business plans, executive summaries and website, and recruiting qualified directors and officers. In consideration for providing such services, the Company issued to Regeneration the Compensation Shares which are placed in an escrow account maintained with the Company’s attorneys until either (i) the Company has successfully listed its securities on the NASDAQ or other U.S. securities exchange on or before December 31, 2016, whereupon the Compensation Shares shall be forthwith delivered to Regeneration or (ii) if the Company is unsuccessful in listing its securities on the NASDAQ or other U.S. securities exchange on or before December 31, 2016, the Compensation Shares shall be returned to the Company for cancellation. Regeneration shall be entitled to “piggy-back” registration rights with respect to the Compensation Shares. The Compensation Shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act. The stock-based compensation related to this consulting agreement was $109,923 and $494,653 during the three and six months ended June 30, 2016. Pursuant to ASC 505-50-30, this transaction was measured based on the fair value of the equity instruments issued as the Company determined that the fair value of the equity instruments issued in a share-based payment transaction with nonemployees was more reliably measurable than the fair value of the consideration received. The Company would measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions on the date at which the Regeneration’s performance is complete. The Company recognized (as appropriate relative to the periods and manner that Company would recognize cash payments under the same arrangement) the cost of the appropriate number of the 487,000 shares at the current fair value as of November 20, 2015, and subsequently each financial reporting date until Regeneration has completed its performance.

Stock-based Compensation Plans

During the six months ended June 30, 2016, the Company granted an aggregate of 431,525 stock options under the 2015 Incentive Stock Plan (the “2015 Plan”). 112,925 of the options were granted effective March 30, 2016, 50,000 were granted effective February 29, 2016 and 268,600 were granted effective February 2, 2016. In addition, on March 1, 2016, 7,463 of restricted stock-based awards were granted. Each of the awards is subject to service-based vesting restrictions. The February 2, 2016 grant included a grant of 50,000 shares to a non-employee who became an employee on March 2, 2016.

The exercise price of stock options was ranged from $2.91 to $3.65 and the requisite service period was ranged from two to five years. 41,270 stock options have been vested during six months ended June 30, 2016, and no stock options were exercised or cancelled during the six months ended June 30, 2015.

The following table sets forth changes in compensation-related restricted stock awards during six months ended June 30, 2016, and 7,937 shares are exercisable as of June 30, 2016.

The stock-based compensation recognized is $219,038 and nil during the three months ended June 30, 2016 and 2015, respectively, while it is $659,774 and nil during the six months ended June 30, 2016 and 2015, respectively.

13. SUBSEQUENT EVENT

On July 15, 2016, our Hong Kong subsidiary Takung entered into a loan agreement with Merit Crown Limited, a Hong Kong company to borrow US$1.5 million to meet its working capital needs (“US Dollar Loan”). Interest shall accrue at a rate of 8% per annum pro-rated to the actual loan period, which shall be from the date the loan amount is made through December 31, 2016.

Also on July 15, 2016, our PRC subsidiary Takung Shanghai entered into an interest- free loan agreement to lend an individual, Xiaohui Wang, a national of the People’s Republic of China RMB10.08 million (equivalent to US$1.5 million) for the same duration as the aforementioned loan (“RMB Loan”). This loan is guaranteed by Chongqing Wintus (New Star) Enterprises Group and Xiaohui Wang is a shareholder and the legal representative of it. The majority shareholder of Chongqing Wintus (New Star) Enterprises is the ultimate beneficial owner of Merit Crown Limited.

The US Dollar Loan is to provide Takung with sufficient US Dollar-denominated currency to meet its working capital requirements. It is “secured” by the RMB Loan of equivalent amount by its subsidiary to an individual and guarantor affiliated with the lender of the US Dollar Loan. It is the understanding between the parties that when the US Loan is repaid, the RMB Loan will similarly be repaid. Both parties do not have intention to waive or offset the USD Loan and RMB Loan with each other.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q or Form 10-Q and other reports filed by us from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to us or our management identify forward-looking statements. Such statements reflect the current view of our management with respect to future events and are subject to risks, uncertainties, assumptions and other factors as they relate to our industry, our operations and results of operations, and any businesses that we may acquire. Should one or more of the events described in these risk factors materialize, or should our underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the U.S. federal securities laws, we do not intend to update any of the forward-looking statements to conform them to actual results. The following discussion should be read in conjunction with our pro forma financial statements and the related notes that will be filed herein.

OVERVIEW

We were incorporated in Delaware under the name Cardigant Medical Inc. on April 17, 2009. Our initial business plan was to focus on the development of novel biologic and peptide based compounds and enhanced methods for local delivery for the treatment of vascular disease including peripheral artery disease and ischemic stroke.

Pursuant to the Stock Purchase Agreement dated as of July 31, 2014, Yong Li, an individual purchased a total of 887,409 restricted shares of common stock of the Company from a group of three former shareholders of the Company. In consideration for the shares, Mr. Li paid the sellers $399,344 in cash which came from his own capital. The sellers were Jerett A. Creed, the Company’s former Chief Executive Officer, Chief Financial Officer, director and formerly a controlling shareholder of the Company, the Creed Family Limited Partnership and Ralph Sinibaldi. The shares represented approximately 95% of the Company’s then issued and outstanding common stock. The sale was consummated on August 28, 2014. As a result of the transaction, there was a change in control of the Company.

On August 27, 2014, we entered into a Contribution Agreement with Cardigant Neurovascular. Pursuant to the Contribution Agreement, we assigned all our assets, properties, rights, title and interest used or held for use by our business, (except for certain excluded assets set forth therein) which was the treatment of atherosclerosis and plaque stabilization in both the coronary and peripheral vasculature using systemic and local delivery of large molecule therapeutics and peptide mimetics based on high density lipoprotein targets (“Business”). In consideration for such contribution of capital, Cardigant Neurovascular agreed to assume all our liabilities raising from the Business prior to the date of the Contribution Agreement and thereafter with regard to certain contributed contacts. We granted Cardigant Neurovascular an exclusive option for a period of 6 months to purchase the excluded assets for $1. Cardigant Neurovascular exercised this option October 20, 2014 and the excluded assets were assigned to Cardigant Neurovascular on October 20, 2014.

Also on October 20, 2014, we acquired the business of HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd (“Hong Kong Takung”) through the acquisition of all the share capital of Hong Kong Takung under a Share Exchange Agreement dated September 23, 2014 in exchange for 8,339,040 newly-issued restricted shares of our common stock to the shareholders of Takung.

HongKong Takung is a limited liability company incorporated on September 17, 2012 under the laws of Hong Kong, Special Administrative Region, China. Although Takung was incorporated in late 2012, it did not commence business operations until late 2013.

As a result of the transfer of the excluded assets pursuant to the Contribution Agreement and the acquisition of all the issued and outstanding shares of Hong Kong Takung, we are no longer conducting the Business and have now assumed Takung’s business operations as it is now our only operating wholly-owned subsidiary.

HongKong Takung operates an electronic online platform located at www.takungae.com for artists, art dealers and art investors to offer and trade in valuable artwork.

Through HongKong Takung, we offer on-line listing and trading services that allow artists/art dealers/owners to access a much bigger art trading market where they can engage with a wide range of investors that they might not encounter without our platform. Our platform also makes investment in high-end and expensive artwork more accessible to ordinary people without substantial financial resources.

We generate revenue from our services in connection with the offering and trading of artwork on our system, primarily consisting of listing fees, trading commissions, management fees and authorized agent subscription.

We conduct our business primarily in Hong Kong, Special Administrative Region, People’s Republic of China. Our principal executive offices are located at Flat/RM 03-04, 20/F, Hutchison House, 10 Harcourt Road, Central Hong Kong.

On July 28, 2015, our HongKong Takung incorporated a wholly owned subsidiary, Takung (Shanghai) Co., Ltd. (“Shanghai Takung”), in Shanghai Free-Trade Zone (SFTZ) in Shanghai, China, with a registered capital of $1 million. Shanghai Takung is engaged in providing services to its parent company Hong Kong Takung by receiving deposits from and making payments to online artwork traders for and on behalf of Hong Kong Takung.

On January 27, 2016, HongKong Takung incorporated another subsidiary, Takung Cultural Development (Tianjin) Co., Ltd (“Tianjin Takung”), a limited liability company, with a registered capital of $1 million in Tianjin Pilot Free Trade Zone in Tianjin, People’s Republic of China. Tianjin Takung provides technology development services to Hong Kong Takung and Shanghai Takung, and also carries out marketing and promotion activities in mainland China.

Since July 28, 2016, we have expanded access to our trading platform to residents of Russia, Mongolia, Australia and New Zealand – our first major expansion of operations outside of China. To further stimulate trading interest, we have added selected portfolios from these countries to our platform, which now numbers 131 artworks including three Russian painting portfolios and fourteen Mongolian paintings.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the unaudited consolidated Financial Statements of the Company for the three-month period ended June 30, 2016 and 2015 and related notes thereto.

THREE-MONTH PERIOD ENDED JUNE 30, 2016 COMPARED TO THREE-MONTH PERIOD ENDED JUNE 30, 2015.

Revenue

The following tables set forth our consolidated statements of income data: 

The following tables set forth our consolidated statements of income data (as a percentage of revenue):

Listing fee revenue was $3,002,474 and $606,143; commission revenue was $926,789 and $301,382; gross management fee revenue was $431,584 and $28,436; annual fee revenue was $268 and $140; authorized agent subscription revenue was $322,158 and nil for the three months ended June 30, 2016 and 2015, respectively. Since the fourth quarter of 2015, the Company has received one more revenue stream in the form of authorized agent subscriptions, with the contribution of $322,158 for the three months ended June 30, 2016.

During the three months ended June 30, 2016, there were seven pieces of painting, thirty-two pieces of precious stone, three pieces of jewelry, two pieces of ivory, six pieces of amber, and two pieces of porcelain painting in pastel successfully listed on our system. The total listing values were $1,416,229 (HK$11,000,000) for the seven pieces of painting, $3,128,580 (HK$24,300,000) for the thirty-two pieces of precious stone, $502,118 (HK$3,900,000) for the three pieces of jewelry, $386,244 (HK$3,000,000) for two pieces of ivory, $1,673,726 (HK$13,000,000) for six pieces of amber, and $334,745 (HK$2,600,000) for two pieces of porcelain painting in pastel, of which 48% (for the seven pieces of painting) ,30%-32.5% (for the thirty-two pieces of precious stones), 45%-46% (for the three pieces of jewelry), 47% (for the two pieces of ivory), 45%-46% (for the six pieces of amber), and 45%-46% (for two piece of porcelain painting in pastel) of the listed values were charged as listing fees, respectively. 

Compared to the corresponding period ended June 30, 2015, only five pieces of precious stone with a total listing value of $1,290,106 (HK$10,000,000) were listed, of which 47% of the listed values was charged as listing fee revenue.

The increase in number of pieces listed, listing values and corresponding listing fees charged during the three months ended June 30, 2016 compared to three months ended June 30, 2015 resulted in an increase in listing fee revenue in the current period.

During the three months period ended June 30, 2016, commission revenue increased significantly mainly due to more artworks being listed and commencement of operations of Takung Shanghai in July 2015 that allowed transactions to be settled in Renminbi. This increased the number of traders from mainland China.

Our trading volume and transaction amounts increased significantly during three months ended June 30, 2016. Trading amount and trading volume increased by 304% and 9% respectively during the three months ended June 30, 2016 compared to the corresponding period in 2015. The introduction of Takung Shanghai in July 2015 contributed 48% of the total trading volume, and 41% of the total trading amount and this resulted in the significant increase of our commission revenue by $625,407.

During the three-month period ended June 30, 2016, management fee revenue increased by $403,148, from $28,436 for the three months ended June 30, 2015 to $431,584, due to the aforementioned increase in trading amount and volume.

During the three-month period ended June 30, 2016, annual fee revenue increased insignificantly from $140 for the three months ended June 30, 2015 to $268, as the premium service was not as popular as the Company expected. However, no decision is being made as to whether the service will be terminated in the near future.

During the three-month period ended June 30, 2016, authorized agent subscription was $322,158 for the three months ended June 30, 2016. We did not start earning this form of revenue until October 2015.

Cost of Revenue

Cost of revenue for the three months ended June 30, 2016 and 2015 were $275,416 and $200,120, respectively. Our cost of revenue primarily includes the leasing of equipment, depreciation and amortization of hardware and software for our trading platform, storage and insurance fee for artwork and others 

In the third quarter of 2014, we entered into an agreement with Qianrong to provide software development services with a total contract amount of $901,522 (HK$6,995,000). The services contracted for are divided into different modules, according to different upgrades and new functionalities. As of June 30, 2016, nine out of the ten modules have been completed and are operational, while as of June 30, 2015, there were six out of ten modules have been completed and are in operation. We have started to capitalize (with a total cost of $837,082 (HK$6,495,000)) and amortized these costs once the modules were completed. All of these additional costs from gradual completion of our platform system modules and addition of equipment contributed to an increase in our cost of revenue through 2016.

Gross Profit

Gross profit was $4,407,857 for the three months ended June 30, 2016, compared to $735,981 for the three months ended June 30, 2015. The increase was due to the higher transaction volume with more artworks trading on our platform.

Listing fees contributed 64.1% of the total revenue for the three months ended June 30, 2016 compared to 64.8% in the corresponding period in 2015, while commission revenue contributed 19.8% for the three months ended 2016 compared to 32.2% in the corresponding period in 2015. The increase in listing fee and commission revenue in the current period during the same period was due to more artworks listed, and more trading volume and amount. Gross profit margins were 94% and 79% for the three months ended June 30, 2016 and 2015 respectively.

Operating Expenses

Selling expense was $703,366, or 15% of net sales, for the three months ended June 30, 2016 compared to $48,343, or 5% of net sales, for the comparable period in 2015, an increase of 1,355%. Selling expense consists primarily of marketing expenses.

General and administrative expenses for the three months ended June 30, 2016 were $1,770,351 compared to $601,186 for the three months ended June 30, 2015. Despite the decrease in consultancy fee by $5,786 and travelling expenses by $2,852, the substantial increase was primarily due to an increase in legal and professional fees by $87,752 because of more filing and compliance activities; an increase in salaries by $526,905 because of an increase in employee headcount; an increase in office and rental expenses by $303,241 because of the new rented office space for Takung in Hong Kong, Shanghai and Tianjin; an increase in stock-based compensation amounting to $219,039 because of expenses being paid to employees and non-employees and an increase of other expenses to $40,866.

The following table sets forth the main components of the Company’s operating expenses for the three months ended June 30, 2016 and 2015.

Net Income

We had a net income for the three months ended June 30, 2016 of $1,116,843 compared to net income of $77,176 for the three months ended June 30, 2015.

The increase in net income during this current period was primarily due to an increase of revenue by $3,747,172, as discussed in previous paragraphs.

SIX-MONTH PERIOD ENDED JUNE 30, 2016 COMPARED TO SIX-MONTH PERIOD ENDED JUNE 30, 2015.

Revenue

The following tables set forth our consolidated statements of income data: 

The following tables set forth our consolidated statements of income data (as a percentage of revenue):

Listing fee revenue was $5,197,538 and $1,109,776; commission revenue was $2,070,260 and $1,027,990; gross management fee revenue was $560,075 and $71,785; annual fee revenue was $429 and $1,429; authorized agent subscription revenue was $643,741 and $0 for the six months ended June 30, 2016 and 2015, respectively. Since the fourth quarter of 2015, the Company has received one more revenue stream in the form of authorized agent subscriptions, with the contribution of $643,741 for the six months ended June 30, 2016.

During the six months ended June 30, 2016, there were eight pieces of painting, forty-five pieces of precious stone, six pieces of jewelry, three pieces of ivory, eleven pieces of amber, and two pieces of porcelain painting in pastel successfully listed on our system. The total listing values were $1,544,978 (HK$12,000,000) for eight pieces of painting, $4,699,307 (HK$36,500,000) for the forty-five pieces of precious stone, $1,068,609 (HK$8,300,000) for the six pieces of jewelry, $514,993 (HK$4,000,000) for the three pieces of ivory, $4,261,563 (HK$33,100,000) for eleven pieces of amber, and $334,745 (HK$2,600,000) for two pieces of porcelain painting in pastel, of which 48% (for the eight pieces of painting), 29%-47% (for the forty-five pieces of precious stones), 45%-46% (for the six pieces of jewelry), 47% (for the three pieces of ivory), 45%-48% (for the eleven pieces of amber), and 45%-46% (for two pieces of porcelain painting in pastel) of the listed values were charged as listing fees, respectively. 

Compared to the corresponding period ended June 30, 2015, only five pieces of precious stone and four pieces of jewelry with a total listing value of $1,290,106 (HK$10,000,000) and $1,624,968 (HK$12,600,000) were listed, of which 47% and 31% of the listed values were charged as listing fee revenue.

The increase in number of pieces listed, listing values and corresponding listing fees charged during the six months ended June 30, 2016 compared to six months ended June 30, 2015 resulted in an increase in listing fee revenue in the current period.

During the six months period ended June 30, 2016, commission revenue increased significantly mainly due to more artworks being listed and commencement of operations of Takung Shanghai in July 2015 that allowed transactions to be settled in Renminbi. This increased the number of traders from mainland China.

Our trading volume and transaction amounts increased significantly during six months ended June 30, 2016. Trading amount and trading volume increased by 308% and 32% respectively during the six months ended June 30, 2016 compared to the corresponding period in 2015. The introduction of Takung Shanghai during the second quarter of 2015 contributed 48% of the total trading volume, and 43% of the total trading amount and this resulted in the significant increase of our commission revenue by $1,042,270.

During the six-month period ended June 30, 2016, management fee revenue increased by $488,290, from $71,785 for the six months ended June 30, 2015 to $560,075, due to the aforementioned increase in trading amount and volume.

During the six-month period ended June 30, 2016, annual fee revenue decreased from $1,429 to $429, as the premium service was not as popular as the Company expected. However, no decision has been made to terminate the service in the near future.

During the six-month period ended June 30, 2016, authorized agent subscription was $643,741 for the six months ended June 30, 2016. We did not started start earning this form of revenue until October 2015.

Cost of Revenue

Cost of revenue for the six months ended June 30, 2016 and 2015 was $537,483 and $377,812, respectively. Our cost of revenue primarily includes the leasing of equipment, depreciation and amortization of hardware and software for our trading platform storage and insurance fee for artwork and others 

In the third quarter of 2014, we entered into an agreement with Qianrong to provide software development services with a total contract amount of $901,522 (HK$6,995,000). The services contracted for are divided into different modules, according to different upgrades and new functionalities. As of June 30, 2016, nine out of the ten modules have been completed and are operational. We have started to capitalize (with a total cost of $837,082 (HK$6,495,000)) and amortized these costs once the modules were completed. All of these additional costs from gradual completion of our platform system modules and addition of equipment contributed to an increase in our cost of revenue through 2016.

Gross Profit

Gross profit was $7,934,560 for the six months ended June 30, 2016, compared to $1,833,168 for the six months ended June 30, 2015. The increase was due to the higher transaction volume with more artworks trading on our platform.

Listing fees contributed 61.3% of the total revenue for the six months ended June 30, 2016 compared to 50.2% in the corresponding period in 2015, while commission revenue contributed 24.4% for the six months ended June 30, 2016 compared to 46.5% in the corresponding period in 2015. The increase mainly contributed from listing fee income and commission income was due to the significant increase in both trading amount and trading volume. Depreciation under the cost of revenue was increased by 35% in the current period compared to the same period in 2015. Gross profit margin were 94% and 83% for the six months ended June 30, 2016 and 2015 respectively.

Operating Expenses

Selling expense was $1,341,575, or 17% of net sales, for the six months ended June 30, 2016 compared to $57,799, or 3% of net sales, for the comparable period in 2015. Selling expense consists primarily of marketing expenses.

General and administrative expenses for the six months ended June 30, 2016 were $3,331,724 compared to $1,067,679 for the six months ended June 30, 2015. The substantial increase was primarily due to an increase in consultancy fees by $49,167 because of more consultants being engaged; an increase in legal and professional fees by $215,659 because of more filing and compliance activities; an increase in salaries by $841,986 because of an increase in employee headcount; an increase in office and rental expenses by $436,839 because of the new rented office space for Takung in Hong Kong, Shanghai and Tianjin; an increase in travelling expenses by $16,113 because of more promotional activities to expand our operations; an increase in stock-based compensation amounting to $659,775 because of expenses being paid to employees and non-employees and an increase of other expenses by $44,506.

The following table sets forth the main components of the Company’s operating expenses for the six months ended June 30, 2016 and 2015.

Net Income

We had a net income for the six months ended June 30, 2016 of $2,212,895 compared to net income of $571,271 for the six months ended June 30, 2015.

The increase in net income during this current period was mainly due to an increase of revenue by $6,261,063, as discussed in previous paragraphs.

Liquidity and Capital Resources

Sources of Liquidity

During the six months ended June 30, 2016, net cash provided by operating activities totaled $4,094,513. Net cash used in investing activities totaled $10,665,021. No cash was generated from financing activities during the period. The resulting change in cash for the period was a decrease of $6,674,847. The cash balance at the beginning of the period was $10,769,456. The cash balance on June 30, 2016 was $4,094,609.

During the six months ended June 30, 2015, net cash used in operating activities totaled $414,007. Net cash used in investing activities totaled $236,448. Net cash provided by financing activities totaled $515,876 during the period. The resulting change in cash for the period was a decrease of $133,961. The cash balance at the beginning of the period was $2,355,839. The cash balance on June 30, 2015 was $2,221,878.

As of June 30, 2016, the Company had $29,156,085 in total current liabilities, which comprised of $1,345,310 in accrued expenses and other payables, $260,353 in advance from customers, $25,676,516 in customer deposits, and $1,873,906 in tax payables. As of December 31, 2015, the Company had $18,427,281 in total current liabilities, which comprised of $667,622 in accrued expenses and other payables, $16,195,289 in customer deposits, and $1,564,370 in tax payables.  

The Company had deferred tax liabilities of $60,476 as of June 30, 2016, and $45,037 as long term liability as of December 31, 2015, respectively. The Company’s total liabilities as of June 30, 2016 and December 31, 2015 amounted to $29,216,561 and $18,427,281, respectively.

The Company is not aware of any known trends, events or uncertainties which may affect its future liquidity. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns. 

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

Our business is sufficiently funded by cash generated from our operating activities. In order to further expand our business operations at a higher growth rate, we may need to obtain financing through equity sales of our common shares. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to expand our operations and other activities or if we are able, there is no guarantee that existing shareholders will not be substantially diluted.

Critical Accounting Policies

We regularly evaluate the accounting policies and estimates that we use to make budgetary and financial statement assumptions. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

See Note 2 to the financial statements included herewith. 

Recent Accounting Pronouncements

See Note 2 to the financial statements included herewith.  

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, which presently comprises our Chief Executive Officer, Mr. Di Xiao and our Chief Financial Officer, Mr. Chun Hin Leslie Chow. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of the six months ended June 30, 2016 were effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

Subject to the foregoing disclosure, there were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2016, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

(1)          Incorporated by reference to the exhibit to our registration statement on Form S-1 filed with the SEC on August 16, 2011.

(2)          Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on March 7, 2013.

(3)          Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on October 22, 2014.

(4)          Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on November 6, 2014.

*Filed herewith.

**Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.