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Takung Art Co., Ltd - Quarter Report: 2022 March (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 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: 001-38036

 

TAKUNG ART CO., LTD

(Exact name of registrant as specified in its charter)

 

Delaware

  26-4731758
State or other jurisdiction of
incorporation or organization
  (I.R.S. Employer
Identification No.)

 

1325 Avenue of the Americas, Room 2740, 27th New York,   NY 10019
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code +1 (332) 250-4207

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock   TKAT   NYSE American

 

Indicate by checkmark 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. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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  
    Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for 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 Act). Yes ☐ No ☒

 

As of May 13, 2022, 24,611,263 shares of the Company’s common stock, $0.001 par value, were issued and outstanding.

 

 

 

 

 

 

TAKUNG ART CO., LTD

 

FORM 10-Q

 

INDEX

 

        Page
Number
         
PART I.  FINANCIAL INFORMATION  
         
Item 1.     Financial Statements   1
         
    Condensed Consolidated Balance Sheets (unaudited) as of March 31, 2022 and December 31, 2021   1
         
    Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the Three Months Ended March 31, 2022 and 2021   2
         
    Condensed Consolidated Statements of Changes in Equity (unaudited) for The Three Months Ended March 31, 2022 and 2021   3
         
    Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2022 and 2021   4
         
    Notes to the Condensed Consolidated Financial Statements (unaudited)   5
         
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations   27
         
Item 3.     Quantitative and Qualitative Disclosures About Market Risk   37
         
Item 4.     Controls and Procedures   37
         
PART II.  OTHER INFORMATION    
         
Item 1.     Legal Proceedings   38
         
Item 1A.   Risk Factors   38
         
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds   38
         
Item 3.     Defaults Upon Senior Securities   38
         
Item 4.     Mine Safety Disclosure   38
         
Item 5.     Other Information   38
         
Item 6.     Exhibits   39
         
SIGNATURES   40

 

i

 

 

PART I –FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

TAKUNG ART CO., LTD AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in U.S. Dollars except Number of Shares)

 

   As of
March 31,
   As of
December 31,
 
   2022   2021 
   (Unaudited)     
ASSETS        
Current assets        
Cash and cash equivalents  $1,533,468   $1,503,153 
Restricted Cash   2,028,416    
-
 
Account receivables, net   119,496    120,000 
Prepayment and other current assets, net   103,248    169,908 
Current assets – discontinued operations   143,070    373,479 
Total current assets   3,927,698    2,166,540 
           
Non-current assets          
Property and equipment, net   6,506    6,883 
Intangible assets   140    140 
Non-marketable investment, net   9,296,614    9,296,614 
Non-current assets – discontinued operations   151,085    183,559 
Total non-current assets   9,454,345    9,487,196 
Total assets  $13,382,043   $11,653,736 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
LIABILITIES          
Current liabilities          
Accrued expenses and other payables  $375,244   $143,429 
Advance from customers   2,028,416    
-
 
Short-term borrowing from a third party   300,000    
-
 
Current liabilities – discontinued operations   8,671,980    8,733,624 
Total current liabilities   11,375,640    8,877,053 
           
Total liabilities   11,375,640    8,877,053 
           
STOCKHOLDERS’ EQUITY          
Common stock (1,000,000,000 shares authorized; $0.001 par value; 14,372,353 shares issued and outstanding as of March 31, 2022; 14,372,353 shares issued and outstanding as of December 31, 2021)   14,372    14,372 
Additional paid-in capital   32,547,585    32,547,585 
Accumulated deficits   (30,235,524)   (29,444,185)
Accumulated other comprehensive loss   (320,030)   (341,089)
Total stockholders’ equity   2,006,403    2,776,683 
Total liabilities and stockholders’ equity  $13,382,043   $11,653,736 

 

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

 

1

 

  

TAKUNG ART CO., LTD AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Stated in U.S. Dollars except Number of Shares)

(UNAUDITED)

 

   Three Months Ended 
   March 31,   March 31 
   2022   2021 
         
Revenue  $
-
   $
-
 
Total revenue   
-
    
-
 
           
Cost of revenue   
-
    
-
 
Gross profit   
-
    
-
 
           
Operating expenses          
General and administrative expenses   (611,475)   (359,990)
Total operating expenses   (611,475)   (359,990)
           
Loss from operations   (611,475)   (359,990)
           
Other income and expenses:          
Other expenses   (99)   (52)
Total other expenses   (99)   (52)
           
Loss before income taxes   (611,574)   (360,042)
           
Income tax expense   
-
    
-
 
           
Net loss from continuing operations   (611,574)   (360,042)
           
Loss from discontinued operations, net of income taxes:          
Loss from discontinued operations   (179,765)   (217,319)
Income tax expense   
-
    (20,208)
Deferred tax benefit   
-
    24,981 
Net loss from discontinued operations   (179,765)   (212,546)
           
Net loss   (791,339)   (572,588)
           
Foreign currency translation adjustment   21,059    (37,763)
           
Comprehensive Loss  $(770,280)  $(610,351)
           
Loss from continuing operations per share of common stock – basic  $(0.043)  $(0.032)
Loss from continuing operations per share of common stock – diluted  $(0.043)  $(0.032)
Loss from discontinued operations per share of common stock – basic  $(0.013)  $(0.019)
Loss from discontinued operations per share of common stock – diluted  $(0.013)  $(0.019)
           
Weighted average number of common stock outstanding – basic   14,372,353    11,271,379 
Weighted average number of common stock outstanding – diluted   14,372,353    11,271,379 

 

The accompanying notes are an integral part of these interim condensed consolidated financial statement

 

2

 

 

TAKUNG ART CO., LTD AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Stated in U.S. Dollars except Number of Shares)

(UNAUDITED)

 

   Number   Common   Additional
Paid-in
   Accumulated   Accumulated
other
comprehensive
     
   of shares   stock   capital   deficit   loss   Total 
Balance, December 31, 2021   14,372,353   $14,372   $32,547,585   $(29,444,185)  $(341,089)  $2,776,683 
Net loss from continuing operations   -    -    
-
    (611,574)   
-
    (611,574)
Net loss from discontinued operations   -    
-
    
-
    (179,765)   
-
    (179,765)
Foreign currency translation adjustment   -    
-
    
-
    
-
    21,059    21,059 
Balance, March 31, 2022   14,372,353   $14,372   $32,547,585   $(30,235,524)  $(320,030)  $2,006,403 

 

   Number   Common   Additional
Paid-in
   Accumulated   Accumulated
other
comprehensive
     
   of shares   Stock   capital   deficit   loss   Total 
Balance, December 31, 2020   11,271,379   $11,271   $6,358,115   $(226,311)  $(328,030)  $5,815,045 
Shared-based compensation   -    
-
    3,717    
-
    
-
    3,717 
Net loss from continuing operations   -    
-
    
-
    (360,042)   
-
    (360,042)
Net loss from discontinued operations                  (212,546)        (212,546)
Foreign currency translation adjustment   -    
-
    
-
    
-
    (37,763)   (37,763)
Balance, March 31, 2021   11,271,379   $11,271   $6,361,832   $(798,899)  $(365,793)  $5,208,411 

 

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

 

3

 

 

TAKUNG ART CO., LTD AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in U.S. Dollars)

(UNAUDITED)

 

   Three Months Ended 
   March 31,   March 31 
   2022   2021 
Cash flows from operating activities:        
Net loss from continuing operations  $(611,574)  $(360,042)
Net loss from discontinued operations   (179,765)   (212,546)
           
Adjustments to reconcile net loss to net cash provided by operating activities:          
Depreciation   350    
-
 
Changes in exchange rate   531    
-
 
Share-based compensation   
-
    3,717 
Changes in operating assets and liabilities (decrease) increase in:          
Prepayment and other current assets   66,660    36,125 
Customer deposits   2,028,416    
-
 
Accrued expenses and other payables   231,814    319,257 
Net cash provided by (used in) operating activities-continuing operations   1,716,197    (943)
Net cash (used in) provided by operating activities-discontinued operations   (156,101)   1,652,638 
Net cash provided by operating activities   1,560,096    1,651,695 
           
Cash flows from investing activities:          
Net cash used in investing activities-continuing operations   
-
    
-
 
Net cash used in investing activities-discontinued operations   (1,153)   389,171 
Net cash used in investing activities   (1,153)   389,171 
           
Cash flows from financing activities:          
Proceeds from a short-term borrowing from a third party   300,000    
-
 
Net cash provided by financing activities-continuing operations   300,000    
-
 
Net cash provided by financing activities-discontinued operations   
-
    
-
 
Net cash provided by financing activities   300,000    
-
 
           
Effect of exchange rate change on cash and cash equivalents, and restricted cash from continuing operations   42,534    
-
 
Effect of exchange rate change on cash and cash equivalents, and restricted cash from discontinued operations   (56,203)   (21,443)
    (13,669)   (21,443)
           
Net change in cash and cash equivalents, and restricted cash from continuing operations   2,058,731    (943)
Net change in cash and cash equivalents, and restricted cash from discontinued operations   (213,457)   2,020,366 
    1,845,274    2,019,423 
           
Cash and cash equivalents, and restricted cash beginning balance from continuing operations   1,503,153    31,188 
Cash and cash equivalents, and restricted cash beginning balance from discontinued operations   338,542    13,811,557 
Cash and cash equivalents, and restricted cash beginning balance   1,841,695    13,842,745 
           
Cash and cash equivalents, and restricted cash ending balance from continuing operations   3,561,884    30,245 
Cash and cash equivalents, and restricted cash ending balance from discontinued operations   125,085    15,831,923 
Cash and cash equivalents, and restricted cash ending balance  $3,686,969   $15,862,168 
           
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets          
Cash and cash equivalents-continuing operations  $1,533,468   $30,245 
Restricted cash-continuing operations   2,028,416    
-
 
Total cash, cash equivalents and restricted cash -continuing operations  $3,561,884   $30,245 
           
Cash and cash equivalents-discontinued operations  $125,085   $4,353,403 
Restricted cash – discontinued operations   
-
    11,478,520 
Total cash, cash equivalents and restricted cash – discontinued operations  $125,085   $15,831,923 
           
Total cash, cash equivalents, and restricted cash  $3,686,969   $15,862,168 
           
Supplemental cash flows information:          
Cash paid for interest-continuing operations  $
-
   $
-
 
Cash paid for interest-discontinued operations  $
-
   $
-
 
Cash paid for income taxes-continuing operations  $
-
   $
-
 
Cash paid for income taxes-discontinued operations  $
-
   $
-
 

 

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

4

 

 

TAKUNG ART CO., LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in U.S. Dollars except Number of Shares)

 

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Takung Art Co., Ltd and Subsidiaries (“Takung”, “Company”), a Delaware corporation (formerly Cardigant Medical Inc.) through Hong Kong Takung Art Company Limited (“Hong Kong Takung”), a Hong Kong company and its 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.

 

Hong Kong Takung was incorporated in Hong Kong on September 17, 2012 and operates an electronic online platform for offering and trading artwork. The Company generates revenue from its services in connection with the offering and trading of artwork on its system, primarily consisting of listing fees, trading commissions, and management fees. The Company conducts business primarily in Hong Kong, People’s Republic of China.

 

Takung (Shanghai) Co., Ltd (“Shanghai Takung”) is a limited liability company, with a registered capital of $1 million, located in the Shanghai Pilot Free Trade Zone. Shanghai Takung was incorporated on July 28, 2015. It is engaged in providing services to its parent company Hong Kong Takung by receiving deposits from and making payments to online artwork traders of Takung for and on behalf of Takung. Shanghai Takung was deregistered on May 8, 2020 and the Company merged the operations of Shanghai Takung with Takung Cultural Development (Tianjin) Co., Ltd.

 

Takung Cultural Development (Tianjin) Co., Ltd (“Tianjin Takung”) provides technology development services to Hong Kong Takung and also carries out marketing and promotion activities in mainland China. It is engaged in providing services to its parent company Hong Kong Takung by receiving deposits from and making payments to online artwork traders of Takung for and on behalf of Takung when Shanghai Takung was deregistered. On November 8, 2021, the Management became aware of the suspension of the operation of Tianjin Takung by the local authority.

 

Hong Kong Takung Art Holdings Company Limited (“Takung Art Holdings”) was formed in Hong Kong on July 20, 2018 and operates as a holding company to control an online platform for offering, selling and trading whole piece of artwork. Takung Art Holdings was deregistered on April 29, 2020 due to deregistration of its wholly-owned subsidiary, Art Era Internet Technology (Tianjin) Co., Ltd., on June 18, 2019.

 

Hong Kong MQ Group Limited (“Hong Kong MQ”) was formed in Hong Kong on November 27, 2018, and is engaged in blockchain and non-fungible tokens (“NFT”) businesses, including consultancy service for NFT launch projects, developing its own NFT marketplace to facilitate users to buy and sell NFTs, as well as development of block chain-based online games. On June 19, 2019, as a result of a private transaction, one (1) share of common stock of Hong Kong MQ was transferred from Ms. Hiu Ngai Ma to the Company. The net asset of Hong Kong MQ was $nil as of the acquisition date. The consideration paid for the ownership transfer, which represent 100% of the issued and outstanding share capital of Hong Kong MQ, was $0.13 (HK$1). Hong Kong MQ became a direct wholly-owned subsidiary of the Company.

 

MQ (Tianjin) Enterprise Management Consulting Co., Ltd. (“Tianjin MQ”) was incorporated in Tianjin, PRC on July 9, 2019 and is a directly wholly owned subsidiary of Hong Kong MQ. It was established as a limited liability company with a registered capital of $100,000 located in the Pilot Free Trade Zone in Tianjin. Tianjin MQ focused on exploring business opportunities and promoting its artwork trading business. Tianjin MQ was deregistered on August 10, 2020 due to the Company streamlining its operation.

 

NFT Digital Technology Limited (“NFT Digital”) was incorporated in Albany, New York on December 13, 2021 and is a wholly-owned subsidiary of Takung. This entity primarily provides administrative and technical supports for the development of NFT projects.

 

NFT Exchange Limited (“NFT Exchange”) was incorporated in Wyoming on January 7, 2022 and is wholly owned by Takung. This entity facilitates the business and operation of the new NFT exchange market.

 

Metaverse Digital Payment Co., Limited (“Metaverse”) was formed in Hong Kong on January 27, 2022, and is wholly owned by NFT Exchange. This entity is engaged in digital payment service.

 

Cultural Objects Provenance Holdings Limited

 

Cultural Objects Provenance Holdings Limited is an investment holding company. Its wholly-owned subsidiary is headquartered in Hong Kong, with global outposts in China (Shenzhen), Europe (Germany), and USA (NY/LA). It is an artwork authentication platform powered by blockchain. According to company home page, the subsidiary is the official technology partner for NANZUKA Gallery in Tokyo, Japan. It authenticated some sought-after editions and limited edition works from some of the world’s most prolific artists, including Hajime Sorayama, Javier Calleja, Daniel Arsham, James Jarvis, and more.

 

5

 

 

On May 28, 2021, Takung entered into a Securities Purchase Agreement (the “SPA”) with Cultural Objects Provenance Holdings Limited (“Cultural Objects”), a British Virgin Islands company with a wholly-owned subsidiary in Hong Kong engaging in an operation of an artwork authentication platform powered by blockchain with global presence in China, Germany and the United States. Takung shall invest in Cultural Objects through paying certain purchase that consists of cash consideration, $500,000 and issuance of 282,000 shares of common stock of Takung in exchange for 54,100 shares of common stock of Cultural Objects and 290,000 unvested restricted shares of common stock of Takung to Cultural Objects in exchange for 32,460 unvested shares of common stock of Cultural Objects.

 

On August 21, 2021, Takung and Cultural Objects entered to an amendment to the SPA. The amendment provides that the original purchase price was amended to be $500,000 in cash and the issuance of 771,040 restricted shares of common stock of Takung to Cultural Objects in exchange for 54,100 shares of common stock of Cultural Objects, and, subject to the satisfaction of the conditions stipulated in the SPA, the issuance of 787,440 unvested restricted shares of common stock of Takung to Cultural Objects in exchange for 32,460 unvested shares of common stock of Cultural Objects. The cash consideration of $500,000 was paid to Cultural Objects by the end of August 2021. On September 9, 2021, an aggregate amount of 1,558,480 restricted shares of common stock of Takung issued to Cultural Objects in an exchange for an aggregate 86,560 shares of common stock of Cultural Objects. Together with the cash consideration paid $500,000 and the total value of the restricted shares issued to Cultural Objects, $10,130,120, the total value of the investment in Cultural Objects was $10,630,120. As of December 31, 2021, the initial cost of this investment was adjusted to $9,296,614 after an impairment charge, $1,333,506 was recorded (see Note 4).

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The interim condensed consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States (“U.S. GAAP”).

 

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.

 

Use of estimates

 

The preparation of interim condensed 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 interim condensed consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results.

 

Basis of consolidation

 

The interim condensed consolidated financial statements include the financial statements of the Company, and its subsidiaries, NFT Exchange, NFT Digital, Hong Kong Takung, Tianjin Takung and Hong Kong MQ. All intercompany transactions and balances have been eliminated on consolidation.

 

Discontinued operations

 

The Company has adopted ASC Topic 205 “Presentation of Financial Statements” Subtopic 20-45, in determining whether any of its business component(s) classified as held for sale, disposed of by sale or other than by sale is required to be reported in discontinued operations. In accordance with ASC Topic 205-20-45-1, a discontinued operation may include a component of an entity or a group of components of an entity, or a business or non-profit activity. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (1) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff).

 

6

 

 

For the component disposed of other than by sale in accordance with paragraph 360-10-45-15, the Company adopted ASC Topic 205-20-45-3 and reported the results of operations of the discontinued operations, less applicable income tax expenses or benefits as a separate component in in the statement where net income (loss) is reported for current and all prior periods presented.

 

Due to the suspension of the operation of Tianjin Takung by the local authority in the fourth quarter of 2021, Hong Kong Takung lost its control over Tianjin Takung. The Company plans to dispose Hong Kong Takung, and is actively seeking buyers for Hong Kong Takung and related operations in order to focus on its blockchain and NFT business operation. As of March 31, 2022 and December 31, 2021, the operation of Hong Kong Takung was classified as a discontinued operation and as of December 31, 2021, the operation Tianjin Takung was deconsolidated. For the three months ended March 31, 2022, the operation of Hong Kong Takung was presented in discontinued operations. For the three months ended March 31, 2021, the operations of Hong Kong Takung and Tianjin Takung were reclassified as discontinued operations.

 

Deconsolidation

 

Under the ASC Subtopic 810-10-40, “Consolidation-Overall-Derecognition”, a reporting entity will deconsolidate a subsidiary in the period when the loss of control over such subsidiary incurred as a result of one or more of the following events: (i) a parent sells all or part of its ownership interest in its subsidiary; (ii) the expiration of a contractual agreement that gave control of the subsidiary to the parent; (iii) the subsidiary issues shares which reduces the parent’s ownership interest in the subsidiary to an extent that the parent no longer has a controlling financial interest in such subsidiary; (iv) the subsidiary becomes subject to the control of a government, court, administrator, or regulator. Upon deconsolidation, the reporting entity would no longer include the subsidiary’s assets, liabilities and results of operations in its consolidated financial statements. Due to the suspension of the operation of Tianjin Takung by the local authority. The financial information of Tianjin Takung was deconsolidated as of December 31, 2021.

 

Reclassification

 

Certain prior period amounts have been reclassified to conform to current period presentation in order to reflect the discontinued operations of Tianjin Takung and Hong Kong Takung. None of these reclassifications had an impact on reported financial position or cash flows for any of the periods presented.

 

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:

 

  Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

  Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
     
  Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of March 31, 2022 and December 31, 2021.

 

7

 

 

Comprehensive loss

 

The Company follows the provisions of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 220 “Reporting Comprehensive Income” and establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. For the three months ended March 31, 2022 and 2021, the Company’s comprehensive loss includes net loss and foreign currency translation adjustment.

 

Foreign currency translation and transaction

 

The functional currency of Hong Kong Takung, Hong Kong MQ and Tianjin Takung are the Hong Kong Dollar (“HKD”).

 

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 rate on the balance sheet’s dates, which is 7.8325 and 7.7996 as of March 31, 2022 and December 31, 2021, 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 year, which is 7.8056 and 7.7577 for the three months ended March 31, 2022 and 2021, respectively. For Renminbi currency, the Company’s assets and liabilities are expressed in USD at the exchange rate on the balance sheet date, which is 6.3393 and 6.373 as of March 31, 2022 and December 31, 2021 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 year, which is 6.3478 and 6.4817 for the three months ended March 31, 2022 and 2021.

 

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

 

Cash and cash equivalents

 

Cash and cash equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less when initially purchased.

 

Restricted cash

 

Restricted cash represents the cash deposited by the NFT traders into a specific bank account under Takung (“the broker’s account”) in order to facilitate the trading of NFT in our online NFT platform. After the user’s registration is successful, the customer deposits must be transferred to the designated account of the platform through the bank account added by the user before the transaction starts, and a transfer application is submitted on the platform, which can enter the buyer’s platform account after financial review. Except for instructing the bank to deduct the commission, Takung has no right to use any funds in the broker’s account. Our restricted cash is denominated in USD. As of March 31, 2022, the ending balance of our restricted cash was $2,028,416.

 

8

 

 

Accounts receivable and allowance for doubtful accounts

 

Accounts receivable 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 the assessment of various factors, including historical, experience, the age of the accounts receivable balances, credit quality of the customers, current economic conditions, and other factors that may affect customers’ ability to pay.

 

Loan receivable

 

Loan to third parties is presented under current asset of the balance sheets based on the nature and loan period of time.

 

Prepayment and other current assets, net

 

Prepayment and other current assets mainly consist of the prepayment for income taxes, maintenance of online trading system, advertising and promotional services, insurances, financial advisory, professional services, rental deposits, as well as other current assets.

 

Other non-current assets

 

A portion of the deposits, are presented under the non-current section of the balance sheets based on the expected collection date.

 

Property and equipment, net

 

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 operating income or expense. 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.

 

The Company developed systems and solutions for solely internal use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. Unamortized capitalized costs are included in computer trading and clearing system, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software of 5 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Operations.

 

Estimated useful lives are as follows, taking into account the assets’ estimated residual value:

 

Classification   Estimated
useful life
Furniture, fixtures and equipment   5 years
Leasehold improvements   Shorter of the remaining lease
terms and the estimated 3 years
Computer trading and clearing system   5 years

 

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.

 

During 2021, we recorded $16.3 million in asset impairments due to the deconsolidation of Tianjin Takung as a result of the loss of control in this entity. Please refer to Note 5 for details. In addition, we determined that the future undiscounted cash flow was less than the carrying cost of our non-marketable investment and recognized an impairment charge, $1,333,506, against our non-marketable investment. Please refer to Note 4 for details.

 

9

 

 

Intangible assets

 

Intangible assets represent the licensing cost for the 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. For intangible assets with definite lives, they are amortized over estimated useful lives, and are reviewed annually for impairment. The Company has not recorded impairment of intangible assets as of March 31, 2022 and December 31, 2021

 

Advance from customers

 

Advance from customers represent the cash deposited by the traders into a specific bank account under Takung (“the broker’s account”) in order to facilitate the trading ownership units of the NFT. The traders are required to have their funds transferred to the broker’s account before the trading take place.

 

Revenue Recognition

 

Under ASC 606, an entity recognizes revenue as the Company satisfies a performance obligation when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer.

 

The Company recognizes revenue when control of the promised services is transferred to the traders. Revenue is measured at the transaction price, which is based on the amount of consideration that the Company expects to receive in exchange for transferring the promised services to the traders.

 

Our discontinued operations generated revenue from its services in connection with the offering and trading of artworks on the Company’s legacy online trading system primarily consisted of listing fee, commission fee and management fee.

 

Listing fee

 

The Company recognizes the listing fee revenue at a point in time when the ownership units of the artwork are listed and available for trading on the Company’s system, at an amount of an agreed percentage of the total offering price. The amount is collected from the money raised from the issuance of such units.

 

Commission

 

The Company generates commission fee from non-VIP traders and selected traders.

 

For non-VIP traders, the commission is calculated based on a percentage of transaction value of artworks when there is purchase and sale of the ownership shares of the artworks. The commission revenue is recognized at a point in time when each purchase and sale transaction is completed.

 

For selected traders, starting from April 1, 2016, the Company charged a predetermined monthly commission fee which allows the selected traders to conduct unlimited trades for specific artworks. The commission revenue is recognized on a monthly basis as the Company continuously satisfied its performance obligation.

 

10

 

 

Management fee

 

The Company provides custody and insurance service for artworks listed and traded on the Company’s platform. Management fee is calculated at a rate of $0.0013 (HK$0.01) per 100 artwork units per day. The management fee is recognized and is deducted from proceeds from the sale of artwork ownership shares when there is a purchase and sale transaction. A discount program is offered to waive the management fee during certain promotion periods. Such discounts are recognized as a reduction of the revenue.

 

For the three months ended March 31, 2021, we reclassified and included our listing fee, commission fee and management fee in net loss from discontinued operations. For the three months ended March 31, 2022, due to the suspension of the operation of Tianjin Takung, we did not earn or recognize any revenue from the online legacy trading platform.

 

Beginning in the fourth quarter 2021, we introduced consultancy service and setup NFT business through our subsidiaries, NFT Exchange and NFT Digital. In early May 2022, we launched a NFT trading platform at www.nftoeo.com. Through the new NFT platform, we introduced three main revenue categories: (i) membership fee, (ii) commission, and (iii) advertising fee. For the three months ended March 31, 2022, we haven’t generated any revenue from our NFT platform.

 

Revenue by customer type

 

The following table presents the revenue by customer type from our discontinued operations for the years ended March 31, 2022 and 2021:

 

   For three months ended
March 31,
 
   2022   2021 
Artwork owners  $
    -
   $273,792 
Non - VIP traders   
-
    312,640 
VIP traders   
-
    192,676 
Subtotal   
-
    779,108 
Less: Revenue- discontinued operations   
-
    (779,108)
Total  $
-
   $
-
 

 

Cost of revenue

 

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

 

   For three months ended
March 31,
 
   2022   2021 
Commission paid to service agents  $
-
   $135,174 
Depreciation   
-
    69,062 
Internet service charge   
-
    19,169 
Artwork insurance   
-
    12,744 
Artwork storage   
-
    16,088 
Subtotal   
-
    252,237 
Less: Cost of revenue – discontinued operations   
-
    (252,237)
Total  $
-
   $
-
 

 

11

 

 

The Company has elected to apply the practical expedient in ASC 606-10 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

 

For the three months ended March 31, 2021, the Company does not have amounts of contract assets that it has right to consideration in exchange for services that the Company has transferred to customers when that right is conditioned on something other than the passage of time. The contract liabilities are the Company’s obligation to transfer services to traders for which the Company has received consideration from the traders. All contract liabilities are expected to be recognized as revenue within one month and are presented in Advance from Customers in the Interim Condensed Consolidated Balance Sheet. The cost of revenue for the three months ended March 31, 2021 was included in the discontinued operations.

 

For the three months ended March 31, 2022, the cost of revenue incurred by our continuing operations was nil as no revenue was generated in this period as explained aforementioned.

 

Leases

 

In February 2016, the FASB issued ASU 2016-12, Leases (ASC Topic 842), which amends the leases requirements in ASC Topic 840, Leases. Under the new lease accounting standard, a lessee will be required to recognize a right-of-use asset and lease liability for most leases on the balance sheet. The new standard also modifies the classification criteria and accounting for sales-type and direct financing leases, and enhances the disclosure requirements. Leases will continue to be classified as either finance or operating leases.

 

The Company determines if an arrangement is a lease at inception. The lease payments under the lease arrangements are fixed. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate.

 

Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company generally uses the base, non-cancellable, lease term when determining the lease assets and liabilities.

 

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.

 

12

 

 

 

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.

 

The Company accounts for an unrecognized tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the tax authorities. The Company considers and estimates interest and penalties related to the gross unrecognized tax benefits and includes as part of its income tax provision based on the applicable income tax regulations.

 

The Company did not accrue any liability, interest or penalties related to uncertain tax positions in the provision for income taxes line of the interim condensed consolidated statements of operations for the three months ended March 31, 2022 and as of December 31, 2021.

 

Earnings (loss) per share

 

Basic net income (loss) per share (EPS) is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the year. Diluted income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period adjusted to include the effect of potentially dilutive securities. Potentially dilutive securities are excluded from the computation of dilutive EPS in periods in which the effect would be antidilutive (Note 18).

 

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, account receivables. The carrying values of the financial instruments approximate their fair values due to their short-term maturities. The Company places its cash and cash equivalents and restricted cash with financial institutions with high-credit ratings and quality. Account receivables primarily comprise of amounts receivable 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 were no revenues from customers that individually represent greater than 10% of the total revenues during the three months ended March 31, 2022 and 2021.

 

13

 

 

Concentration of customer deposits

 

As of March 31, 2022 and December 31, 2021, there were no traders that individually accounted for greater than 10% of the Company’s total customer deposits.

 

Accounting standards adopted on January 1, 2021

 

Income Taxes: On December 18, 2019, the FASB issued ASU No. 2019-12, Income taxes (Topic 740), Simplifying the Accounting for Income Taxes. This guidance amends ASC Topic 740 and addresses several aspects including 1) evaluation of step-up tax basis of goodwill when there is not a business combination, 2) policy election to not allocate consolidated taxes on a separate entity basis to entities not subject to income tax, 3) accounting for tax law changes or rates during interim periods, 4) ownership changes from equity method investment to subsidiary or vice versa, 5) elimination of exception to intraperiod allocation when there is gain in discontinued operations and a loss from continuing operations, 6) treatment of franchise taxes that are partially based on income. The Company adopted ASU2019-12 effective January 1, 2021.

 

Accounting pronouncements issued but not yet adopted

 

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. In November 2019, FASB issued ASU 2019-10, “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842).” This ASU defers the effective date of ASU 2016-13 for public companies that are considered smaller reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is planning to adopt this standard in the first quarter of fiscal 2023.The Company is currently evaluating the potential effects of adopting the provisions of ASU No. 2016-13 on its consolidated financial statements, particularly its recognition of allowances for accounts receivable.

 

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.

 

3. GOING CONCERN

 

Since the suspension of the operation of Tianjin Takung in the fourth quarter 2021 and Hong Kong Takung lost the control over Tianjin Takung, the Company plans to dispose Hong Kong Takung and is actively seeking a purchaser. Accordingly, we reclassified the operation of Hong Kong Takung as a discontinued operation and deconsolidated the operation of Tianjin Takung. In May 2022, the online NFT trading platform was placed in services and we focused on developing our blockchain NFT business.

 

Management has assessed the Company’s ability to continue as a going concern in accordance with the requirements of ASC 205-40 and, based on the above factors, the management has concluded that there is substantial doubt about its ability to continue as a going concern within one year from the issuance date of the Company’s consolidated financial statements. Management’s plan to alleviate the going concern risk includes, but not limited to, (1) equity or debt financing, (2) increasing cash generated from new business model operations, and (3) financing from domestic banks and other financial institutions. The management of the Company has made the following plans to mitigate these adverse conditions and to increase the liquidity of the Company.

 

14

 

 

Management’s Plan

 

Private Investment in Public Equity (“PIPE”) Transaction

 

The Company entered into certain securities purchase agreement on February 23, 2022 (the “SPA”) with certain non-affiliated and accredited “non-U.S. Persons”, (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company agreed to sell 11,952,190 units, each consisting of one share of Common Stock (the “Shares”) and a warrant (the “Warrant”) to purchase three Shares.

 

On March 9, 2022, the Company and the Purchasers agreed to amend and restate the SPA (the “A&R SPA”) to amend the number of units sold, per unit purchase price, and the terms of the warrants underlying the units. Pursuant to the terms of the A&R SPA, the Company agreed to sell 10,238,910 units (the “Units”), each Unit consisting of one Share and a Warrant to purchase three Shares with a purchase price per Unit of $2.93.

 

On April 14, 2022, the transaction contemplated by the A&R SPA was completed and closed. The gross proceeds to the Company from this offering was approximately $30 million which was received in April 2022.

 

New Business Model Operations

 

The Company plans to further develop its operations of blockchain and NFT related businesses, including consultancy services, development of NFT marketplace and “Play-to-Earn” style blockchain-based online games. “Play to Earn” is essentially a business model powered by blockchain technology, where players can acquire in-game assets or token ownership by recharging and playing games. In May 2022, our NFT trading platform at www.nftoeo.com was launched and we anticipate the NFT business will generate revenue from member fee, trading commission and advertising fee.

 

Meanwhile, the Company is actively seeking other strategic partners with resources that can expand its blockchain and NFT businesses.

 

The Company has recruited a global management team and technology research and development team to develop new products and new business directions that combine education and technology to provide online service in Metaverse. In order to diversify the political risks and legal scrutiny arising from the PRC regulations imposed with regards to digital assets, the Company has also decided to expand its business outside China, such as United States and Canada.

 

The Company has set up the new corporate structure for its new business stream as follows:

  

 

15

 

 

4. INVESTMENTS

 

We adopted ASU 2016-01 on January 1, 2018. This guidance requires us to measure all equity investments that are not accounted for under the equity method or result in consolidation at fair value and recognize any changes in net income. For equity investments with readily determinable and observable fair values, we use quoted market prices to determine the fair value of equity securities. For equity investments without readily determinable fair values, we have elected the measurement alternative under which we measure these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

 

Equity investments with readily determinable fair values that are not accounted for under the equity method classified as trading are not assessed for impairment, since they are carried at fair value with the change in fair value included in net income. Similarly, prior to the adoption of ASU 2016-01, equity investment classified as trading was not tested for impairment.

 

Equity investments without readily determinable fair values are reviewed each reporting period to determine whether a significant event or change in circumstances has occurred that may have an adverse effect on the fair value of each investment. When such events or changes occur, we assess the fair value compared to our cost basis in the investment. We also perform this assessment every reporting period for each investment for which our cost basis has exceeded the fair value.

 

For investments in privately-held companies, management’s assessment of fair value is based on valuation methodologies such as discounted cash flows, estimates of revenue and appraisals, as applicable. We consider and apply the assumptions that we believe market participants would use in evaluating estimated future cash flows when utilizing the discounted cash flow or estimates of revenue valuation methodologies. In the event the fair value of an investment declines below our cost basis, management determines if the decline in fair value is other than temporary and records an impairment accordingly.

 

As of December 31, 2021, our investment merely includes a non-marketable investment in a privately held company incorporated in British Virgin Islands without readily determinable market values. We elected the measurement alternative under which we measured the investment at cost minus impairment with an adjustment to the changes from observable price changes in orderly transactions for the similar investments of the same issuer.

 

Management considered market conditions as the result of the global pandemic and other global macroeconomic conditions and the potential impact on the value of the Company’s investment; accordingly, management conducted a review of each of its investments. After its review management determined that the future undiscounted cash flows were less than the carrying cost of our non-marketable investment and recognized an impairment charge, $1,333,506, against our non-marketable investment. Management estimated future revenues and costs, and the related cash flows regarding this investment, as well as applying assumptions regarding the proper inputs into the weighted average cost of capital which included the consideration of comparable market participants and the Company’s own capital structure in developing a discounted flow model to determine an update carrying value for the private-held investment.

 

The carrying value is measured as the total initial cost minus impairment. The carrying value for our non-marketable investment is summarized below:

 

   March 31,   December 31, 
   2022   2021 
         
Total initial cost  $10,630,120   $10,630,120 
Cumulative net gain (loss)   
    
 
Provision for impairment   (1,333,506)   (1,333,506 
Total carrying value  $9,296,614   $9,296,614 

 

For the three months ended March 31, 2022, we did not incur any unrealized gain or loss in connection with the non-marketable investment. Since the investment was acquired in August 2021, there was no unrealized gain or loss incurred for the three months ended March 31, 2021.

 

5. ASSET IMPAIRMENTS

 

Our subsidiary, Hong Kong Takung, recorded an asset impairment charge of $16,538,781, as a result of the deconsolidation of Tianjin Takung due to the loss of control of Tianjin Takung in the fourth quarter of 2021. Hong Kong Takung considered the receivables from Tianjin Takung to be uncollectible and wrote off its investment in Tianjin Takung. These charges have been included in the net loss from discontinued operations for the year ended December 31, 2021. As of the March 31, 2022, we did not incur additional receivable balances nor impairments.

 

16

 

 

The following represents the detail of the asset impairments as of March 31, 2022 and December 31, 2021.

 

   March 31,   December 31, 
   2022   2021 
         
Receivables from Tianjin Takung  $
        -
   $16,388,254 
Investment in Tianjin Takung   
-
    150,527 
Subtotal   
-
    16,538,781 
Less: asset impairments – discontinued operations  $
-
   $(16,538,781 
Total   
-
    
-
 

 

6. PREPAYMENT AND OTHER CURRENT ASSETS, NET

 

Prepayment and other current assets mainly consist of the prepaid tax, the prepaid services for maintenance of online trading system, the advertising and promotional services, prepaid financial advisory and banking services, as well as other current assets.

 

   March 31,
2022
   December 31,
2021
 
   (Unaudited)     
Prepaid service fees  $-   $196,497 
Deposit   5,557    5,557 
Other current assets   115,676    2,791 
Less: allowance for doubtful accounts   
-
    
-
 
Subtotal   121,233    204,845 
Less: Prepayment and other current assets, net – discontinued operations   (17,985)   (34,937)
Prepayment and other current assets, net  $103,248   $169,908 

 

For the three months ended March 31, 2022 and 2021, the Company did not incur provision for doubtful accounts.

 

7. ACCOUNT RECEIVABLES, NET

 

Account receivables consisted of the following:

 

   March 31,
2022
   December 31,
2021
 
   (Unaudited)     
Listing fee  $
-
   $154,771 
Consultancy service   119,496    120,000 
Less: allowance for doubtful accounts   
-
    (154,771)
Account receivables, net  $119,496   $120,000 

 

For the three months ended March 31, 2022 and 2021, we did not incur provision for doubtful accounts.

 

8. PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following:

 

   March 31,
2022
   December 31,
2021
 
   (Unaudited)     
Furniture, fixtures and equipment  $63,126   $63,392 
Leasehold improvements   22,981    23,078 
Computer trading and clearing system   2,420,826    2,429,883 
Sub-total   2,506,933    2,516,353 
Less: accumulated depreciation   (2,436,109)   (2,428,936)
Subtotal   70,842    87,417 
Less: Property and equipment, net – discontinued operations   (64,318)   (80,534)
Property and equipment, net  $6,506   $6,883 

 

Depreciation expense for the continuing operations was $350 and $nil for the three months ended March 31, 2022 and 2021, respectively.

 

17

 

 

Depreciation expense for the discontinued operations was $17,086 and $96,613 for the three months ended March 31, 2022 and 2021, respectively

 

9. INTANGIBLE ASSETS

 

   March 31,
2022
   December 31,
2021
 
   (Unaudited)     
Intangible assets  $22,279   $22,372 
Less: accumulated amortization   
-
    
-
 
Subtotal   22,279    22,372 
Less: Intangible assets – discontinued operations   (22,139)   (22,232)
Total Intangible assets  $140   $140 

 

10. OTHER NON-CURRENT ASSETS

 

Other non-current assets as of March 31, 2022 and December 31, 2021 consisted of:

 

   March 31,
2022
   December 31,
2021
 
   (Unaudited)     
Deposit – non-current  $18,319   $18,396 
Prepayment – non-current   
-
    
-
 
Subtotal   18,319    18,396 
Less: Other non-current assets – discontinued operations   (18,319)   (18,396)
Total other non-current assets  $
-
   $
-
 

 

11. ACCRUED EXPENSES AND OTHER PAYABLES

 

Accrued expenses and other payables as of March 31, 2022 and December 31, 2021 consisted of:

 

   March 31,   December 31, 
   2021   2021 
   (Unaudited)     
Accruals for consulting fees  $264,726   $266,304 
Accruals for professional fees   246,620    90,642 
Payroll payables   135,380    55,964 
Trading and clearing system   
-
    2,364 
Other payables   13,388    1,546 
Subtotal   660,114    416,820 
Less: Accrued expenses and other payables- discontinued operations   (284,870)   (273,391)
Total accrued expenses and other payables  $375,244   $143,429 

 

18

 

 

12. SHORT-TERM BORROWINGS FROM A THIRD PARTY

 

On February 16, 2022, our subsidiary, NFT Exchange Limited, entered into a loan agreement with a third-party individual to finance the daily operation of NFT Exchange Limited. The loan bears an interest rate of 5% per annum and a maturity date of February 15, 2023. The loan amount is USD 300,000.  The lender shall have the option to charge a late fee of 12% of the principal amount in the event that the loan is not fully repaid by the maturity date.

 

In July 2019, our discontinued operation, Hong Kong Takung, entered into HKD Loans with Friend Sourcing with interest accruing at a rate of 8% per annum. The HKD Loans are to provide Hong Kong Takung with sufficient HKD currency to meet its working capital requirements. Friend Sourcing is a non-related party to the Company. On April 1, 2021, Hong Kong Takung extended the due date of the HKD Loans with Friend Sourcing to July 30, 2021. On August 1, 2021, Hong Kong Takung further extended the financing with Friend Souring to April 1, 2022. With the extension, an interest payment, $86,795, was made on October 22, 2021. We are currently negotiating the terms with Friend Sourcing. The total loan amount is USD 1,957,142.

 

The weighted average interest rate of outstanding short-term borrowings was 6.94% and 8% per annum as of March 31, 2022 and December 31, 2021. The fair value of the short-term borrowings approximates their carrying amounts. The weighted average short-term borrowings were $2,103,810 and $1,971,718 as of March 31, 2022 and December 31, 2021, respectively.   We did not incur any interest expense for the short-term borrowings for the three months ended March 31, 2022 and 2021.

 

13. RELATED PARTY BALANCE AND TRANSACTION

 

On May 29, 2021, our discontinued operation, Hong Kong Takung, entered into an interest-free loan agreement (the “HK Dollar Working Capital Loan”) with Sze Chan (“Chan”), Vice President of Hong Kong Takung, for the loan of $6,383,658 (HK$50,000,000) to Hong Kong Takung. The purpose of the loan is to provide Hong Kong Takung with sufficient Hong Kong Dollar-denominated currency to meet its working capital requirements with the maturity date of the loan as May 15, 2022.

 

The ending balance of the amount due to a related party as of the years indicated:

 

   March 31,   December 31, 
   2022   2021 
         
Chan  $6,383,658   $6,410,585 
Subtotal   6,383,658    6,410,585 
Less: amount due to related party – discontinued operations   (6,383,658)   (6,410,585)
Total  $
   $
 

 

19

 

 

14. INCOME TAXES

 

Takung, NFT Exchange and NFT Digital were incorporated in the State of Delaware, Wyoming and New York, respectively; therefore, are subject to United States income tax. Hong Kong Takung and Hong Kong MQ were incorporated in Hong Kong S.A.R. and are subject to Hong Kong profits tax. Tianjin Takung was incorporated in the PRC and is subject to the Enterprise Tax.

 

United States of America

 

Takung, NFT Exchange and NFT Digital are subject to the U.S. federal and state corporate income taxes. The federal corporate income tax rate is 21%. Corporate entities are required to file state income taxes in accordance with the applicable state corporate income regulations.

 

As of March 31, 2022 and December 31, 2021, the Company in the United States had $12,363,881 and $11,935,256 in net operating loss carry forwards available to offset future taxable income, respectively. For net operating losses arising after December 31, 2017, the Tax Cuts and Jobs Act (TCJA) which was passed in 2017 limits the Company’s ability to utilize NOL carryforwards to 80% of taxable income and carryforward the NOL indefinitely. NOLs generated prior to January 1, 2018 will not be subject to the taxable income limitation and will begin to expire in 2033 if not utilized.

 

Hong Kong

 

Two-tier Profits Tax Rates

 

The two-tier profits tax rates system was introduced under the Inland Revenue (Amendment)(No.3) Ordinance 2018 (“the Ordinance”) of Hong Kong became effective for the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for the first HKD 2 million (approximately $257,311) of assessable profits of a corporation will be subject to the lowered tax rate, 8.25% while the remaining assessable profits will be subject to the legacy tax rate, 16.5%. The Ordinance only allows one entity within a group of “connected entities” is eligible for the two-tier tax rate benefit. An entity is a connected entity of another entity if (1) one of them has control over the other; (2) both of them are under the control (more than 50% of the issued share capital) of the same entity; (3) in the case of the first entity being a natural person carrying on a sole proprietorship business-the other entity is the same person carrying on another sole proprietorship business. Since Hong Kong Takung, Takung Art Holdings and Hong Kong MQ are wholly owned and under the control of Takung U.S, these entities are connected entities. Under the Ordinance, it is an entity’s election to nominate the entity that will be subject to the two-tier profits tax rates on its profits tax return. The election is irrevocable. The Company elected Hong Kong Takung to be subject to the two-tier profits tax rates.

 

The provision for current income and deferred taxes of Hong Kong Takung has been calculated by applying the new tax rate of 8.25%. Hong Kong MQ still apply the original tax rate of 16.5% for its provision for current income and deferred taxes.

 

As of March 31, 2021 and December 31, 2021, the Company’s subsidiaries in Hong Kong had $6,519,809 and $6,194,177 in net operating loss carry forwards available to offset future taxable income, respectively. These net operating losses will be carryforward indefinitely under Hong Kong Profits Tax regulation.

 

20

 

 

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 tax at a rate of 25%.

 

The income tax provision consists of the following components:

 

   For three months
ended
March 31,
2022
   For three months
ended
March 31,
2021
 
Current:        
Federal  $
-
   $
-
 
State   
-
    
-
 
Foreign   
-
    
-
 
Total current income tax expense, continuing operations   
-
    
-
 
Current income tax expense, discontinued operations   
-
    20,208 
Total current  $
-
   $20,208 
    -      
Deferred:   -      
Federal  $
-
   $
-
 
State   
-
    
-
 
Foreign   
-
    
-
 
Total deferred income tax benefit, continuing operations   
-
    
-
 
Deferred income tax benefit, discontinued operations   
-
    (24,981)
Total deferred  $
-
   $(24,981)
Total income tax benefit  $
-
   $(4,773)

 

A reconciliation between the Company’s actual provision for income taxes is as follow:

 

Continuing operations

 

The effective tax rate for the continuing operations was 0% for the three months ended March 31, 2022 and 2021, respectively.

 

   For three months
ended
March 31,
2022
   For three months
ended
March 31,
2021
 
Loss before income tax expense    $(611,574)  $(360,042)
Computed tax benefit with statutory tax rate   (128,430)   (75,608)
Impact of different tax rates in other jurisdictions   8,233    
-
 
Tax effect of non-deductible expenses   
-
    781 
Changes in valuation allowance   120,197    74,827 
Total income tax expense  $
-
   $
-
 

 

21

 

 

Discontinued operations

 

The effective tax rate for the discontinued operations was 0% and 2.2% for the three months ended March 31, 2022 and 2021, respectively.

 

   For three months
ended
March 31,
2022
   For three months
ended
March 31,
2021
 
Loss before income tax expense    $(179,765)  $(217,319)
Computed tax benefit with statutory tax rate   (37,751)   (45,637)
Impact of different tax rates in other jurisdictions   22,920    3,719 
Effect of preferred tax rate   
-
    46,150 
Tax effect of non-deductible expenses   
-
    (7,859)
Changes in valuation allowance   14,831    
-
 
Others   
-
    (1,146)
Total income tax expense  $
-
   $(4,773)

 

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

 

Continuing operations

 

   As of
March 31,
   As of
December 31,
 
   2022   2021 
Deferred tax assets        
Tax loss carried forward  $2,626,756   $2,506,404 
Provision for impairment loss   280,036    280,036 
Unvested restricted shares   444,465    444,465 
Total deferred tax assets   3,351,257    3,230,905 
Less: valuation allowance   (3,351,257)   (3,230,905)
Total Deferred tax assets, net of valuation allowance   
-
    
-
 
           
Deferred tax liabilities          
Total Deferred tax liabilities  $
-
   $
-
 
Deferred tax assets, net of valuation allowance and deferred tax liabilities  $
-
   $
-
 

 

Discontinued operations

 

   As of
March 31,
   As of
December 31,
 
   2022   2021 
Deferred tax assets        
Tax loss carried forward  $522,714   $510,890 
Provision for doubtful accounts   153,208    153,854 
PPE, due to difference in depreciation   3,286    2,010 
Total deferred tax assets   679,208    666,754 
Less: valuation allowance   (679,208)   (666,754)
Total Deferred tax assets, net of valuation allowance   
-
    
-
 
           
Deferred tax liabilities          
Total Deferred tax liabilities  $
-
   $
-
 
Deferred tax assets, net of valuation allowance and deferred tax liabilities  $
-
   $
-
 

 

22

 

 

Uncertain tax positions

 

The reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions is as follows:

 

 

   March 31,
2022
   December 31,
2021
 
Uncertain tax liabilities, beginning of period, discontinued operations  $
       -
   $101,789 
Settlements with tax authority during current year   
-
    (101,789)
Uncertain tax liabilities, end of period, discontinued operations  $
-
   $
-
 

 

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by the respective jurisdictions, where applicable. The statute of limitations for the tax returns varies by jurisdictions.

 

The amounts of uncertain tax liabilities listed above are based on the recognition and measurement criteria of ASC Topic 740, and the balance is presented as current liability in the consolidated financial statements as of March 31, 2022 and December 31, 2021. The Company anticipated that the settlements with the taxing authority are remitted within one year.

 

Our policy is to include interest and penalty charges related to uncertain tax liabilities as necessary in the provision for income taxes. The Company has a liability for accrued interest of $nil as of March 31, 2022 and December 31, 2021, respectively.

 

Our discontinued operation, Hong Kong Takung, was selected for routine examination for its tax years ended December 31, 2016 through 2018 by Hong Kong Inland Revenue Department (“IRD”) during the fiscal year ended 2020. The examination had been concluded in May 2021 and the ultimate resolution of the tax examination concurred with the uncertain tax liabilities previously accrued. Hong Kong Takung settled the entire tax liabilities in June 2021. The Company does not expect the position of uncertain tax liabilities will significantly fluctuate within the next twelve months.

 

The statute of limitations for the Internal Revenue Services to assess the income tax returns on a taxpayer expires three years from the due date of the profits tax return or the date on which it was filed, whichever is later.

 

In accordance with the Hong Kong profits tax regulations, a tax assessment by the IRD may be initiated within six years after the relevant year of assessment, but extendable to 10 years in the case of potential willful underpayment or evasion.

 

In accordance with PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to assess underpaid tax plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax years open for investigation. Accordingly, the PRC entities remain subject to examination by the tax authorities based on the above.

 

23

 

 

15. LEASES

 

The Company has operating leases for its office facilities and artwork storages. The Company’s leases have remaining terms of less than one year to approximately nine years. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

 

The following table provides a summary of leases as of March 31, 2022 and December 31, 2021:

 

Assets/liabilities   Classification   As of
March 31,
2022
    As of
December 31,
2021
 
Assets                
Operating lease right-of-use assets, continuing operations   Operating lease assets   $
-
    $
-
 
Operating lease right-of-use assets, discontinued operations   Operating lease assets     46,310       62,397  
Total operating lease right-of-use assets       $ 46,310     $ 62,397  
                     
Liabilities                    
Current                    
Operating lease liability – current, continuing operations   Current operating lease liabilities   $
-
    $
-
 
Operating lease liability – current, discontinued operations   Current operating lease liabilities     46,310       62,397  
Total operating lease liability – current       $ 46,310     $ 62,397  
                     
Long-term                    
Operating lease liability – non-current, continuing operations   Long-term operating lease liabilities   $
-
    $
-
 
Operating lease liability – non-current, discontinued operations   Long-term operating lease liabilities    
-
     
-
 
Total operating lease liability – non-current       $
-
    $
-
 
                     
Total lease liabilities – continuing operations       $
-
    $
-
 
Total lease liabilities – discontinued operations       $ 46,310     $ 62,397  

 

24

 

 

The operating lease expense for the three months ended March 31, 2022 and 2021 was as follows:

 

      Three Months Ended
Lease Cost   Classification   March 31,
2022
    March 31,
2021
 
Operating lease cost   Cost of revenue, general and administrative expenses   $ 62,205     $ 57,275  
                     
Total lease cost       $ 62,205     $ 57,275  
Operating lease cost-discontinued operations   Cost of revenue, general and administrative expenses     (62,205 )     (57,275 )
Total lease cost       $
-
    $
-
 

 

Maturities of operating lease liabilities as of March 31, 2022 were as follow:

 

Maturity of Lease Liabilities  Operating Leases 
Remaining 2022  $47,786 
2023   
-
 
2024   
-
 
2025   
-
 
2026   
-
 
Thereafter   
-
 
Total undiscounted lease payments  $47,786 
Less: interest   (1,476)
Present value of lease payments  $46,310 

 

Supplemental information related to operating leases was as follows:

 

   Three Months Ended 
   March 31,
2022
   March 31,
2021
 
Cash paid for amounts included in the measurement of lease liabilities – continuing operations  $
-
   $
-
 
Cash paid for amounts included in the measurement of lease liabilities – discontinued operations  $17,291   $17,126 
New operating lease assets obtained in exchange for operating lease liabilities – continuing operations  $
-
   $
-
 
New operating lease assets obtained in exchange for operating lease liabilities – discontinued operations  $
-
   $- 
           
Weighted average remaining lease term – continuing operations   
-
    
-
 
Weighted average remaining lease term – discontinued operations   0.75 year    2.57 years 
Weighted average discount rate – continuing operations   
-
    
-
 
Weighted average discount rate – discontinued operations   8%   8%

 

25

 

 

16. COMMITMENTS AND CONTINGENCIES

 

Capital Commitments

 

As of March 31, 2022 and December 31, 2021, the Company had no capital commitments.

 

Contingencies

 

Due to the deconsolidation of Tianjin Takung, the ending balance of our restricted cash totaling $52,215,458 as of December 31, 2021, was not included in our consolidated financial statements. The Company could be exposed to claims made by the PRC customers for the return of their deposits at the Tianjin Takung’s restricted cash accounts. Any claims against Hong Kong Takung, though it is a limited company, that are ultimately successful, could have a material adverse effect on the Company’s financial position, operating results and cash holdings unless Hong Kong Takung is disposed or wound down. As of March 31, 2022, Hong Kong Takung and Tianjin Takung have not received any claims for the return of the deposits from the PRC customers.

 

17. NET (LOSS) EARNINGS PER SHARE

 

The computation of the Company’s basic and diluted net loss per share is as follows:

 

   Three Months Ended 
   March 31,
2022
   March 31,
2021
 
Numerator:        
Net loss - continuing operations  $(611,574)  $(360,042)
Net loss - discontinued operations   (179,765)   (212,546)
Total net loss   (791,339)   (572,588)
           
Denominator:          
Weighted-average shares outstanding-Basic   14,372,353    11,271,379 
Stock options and restricted shares   
-
    
-
 
Weighted-average shares outstanding-Diluted   14,372,353    11,271,379 
Loss per share-continuing operations          
-Basic  $(0.043)  $(0.032)
-Diluted  $(0.043)  $(0.032)
           
Loss per share-discontinued operations          
-Basic  $(0.013)  $(0.019)
-Diluted  $(0.013)  $(0.019)

 

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.

 

As of March 31, 2022 and December 31, 2021, there were no outstanding stock options and no other securities that would potentially be converted to additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued were excluded from the calculation of diluted net loss per share.

 

18. SUBSEQUENT EVENTS

 

On April 14, 2022, the transaction contemplated by the A&R SPA was completed and closed. The gross proceeds to the Company from this offering was approximately $30 million which was received in April 2022.

 

On May 5, 2022, the Company commenced its blockchain NFT business by launching its NFT trading platform, www.nftoeo.com. Subsequent to the launch, traders can commence to purchase and sell the digital collections via the trading platform.

 

Other than the events aforementioned, the Company has evaluated subsequent events through the date of issuance of the consolidated financial statements, there were no other subsequent events occurred that would require recognition or disclosure in the consolidated financial statements.

 

26

 

 

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

 

The following discussion and analysis should be read in conjunction with our financial statements and related notes thereto.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains 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 report 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 unless required by applicable securities regulations or rules. The following discussion should be read in conjunction with our financial statements and the related notes filed herein.

 

Overview

 

We, through our wholly owned subsidiary, NFT Exchange, operate an electronic online platform located at https://www.nftoeo.com/for artists, art dealers and art investors to offer and trade valuable artwork. We offer online listing and trading services that allow artists, art dealers and 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.

 

In July 2021, Takung appointed Mr. Kwok Leung Li as the CEO to lead the new direction with three initiatives to develop our blockchain and NFT related businesses.

 

In May 2022, we launched our blockchain NFT online platform at www.nftoeo.com.

 

The company’s NFT business outlook can be described in several aspects below.

 

NFT Market Insights

 

Digital artwork based on NFT technology is becoming a hot asset. The earliest NFT projects can be traced back to the 2017 bull market CryptoKitties (the encrypted cats), which had the properties of scarcity and value anchoring of ownership. At its peak, a virtual cat could sell for more than $100,000. In terms of NFT artwork, in March 2021, artist Beeple’s NFT work “Every Day: The First 5,000 Days” sold for $69.346 million, making it the third-highest price for a living artist. According to a report by Invezz, the NFT market was worth $338 million in 2020, and it has grown to reach $490 million in 2021. With the help of the bull market wave, NFT has grown rapidly., As of the first quarter of 2021, the total transaction volume of the NFT market has exceeded 1.5 billion US dollars, an increase of more than 2627% from the previous quarter. In April 2021, the total market value of NFTs exceeded $30 billion for the first time, setting a new all-time high. Currently, NFTs can be used in the fields including games, artworks, domain names, insurance, collectibles, virtual assets, real assets, identities, etc. With the vigorous development of the digital world, many businesses will appear in the form of digital original ecology, and the huge application space and technological imagination of NFT are expected to become more and more attractive in the new digital economy world.

 

27

 

 

New business model

 

TKAT’s business model revolves around the theme of “free circulation of value and creation of a unique digital work exchange platform”, allowing each user to create, buy and sell various irreplaceable digital works to realize the value of works.

 

New business types

 

A. Providing consulting services such as artwork valuation/appreciation potential

 

Away from poor offline communication and incomplete information, there is no misunderstanding of the pain points, and to tap the needs of users to provide comprehensive consulting services such as labor cost, artist influence, artistic value of works, and channels for obtaining works, which not only serves customers but also creates value for the company.

 

B. NFT trading service

 

TKAT has built a fully functional NFT trading platform, which is in the stage of testing to be launched. The platform can meet the categories of digital works including: artwork, music videos, collectibles, game props, sports, metaverse, virtual world, social tokens, and meet the needs of various users as much as possible. And it can realize the whole business process of user registration-certification-work uploading-work casting-work trading. The platform was launched and placed in service in May 2022. In the transaction process, it not only meets the needs of customers for uploading and purchasing digital works, but the company extracts a portion of the handling fee (including token minting, first sale, and second sale) to create value.

 

C. Advertising service

 

After the TKAT platform has a certain user base, it can provide advertising and publicity services for users or the company itself. The business model is not limited to categories and industries, such as investment promotion, work promotion, and industry promotion.

 

New Strategic Direction

 

TKAT is committed to creating a digital original ecological platform that integrates games, artworks, domain names, insurance, collectibles, virtual assets, real assets, identity and other fields, and changes the market status of traditional industries through its own efforts. Strategic goals: basic platform building-targeted population entry-providing services (consulting services, transaction services, advertising services)-optimizing the platform and expanding the scope of services-full service.

 

Competitor analysis

 

Opensea is an NFT market exchange. It has more than 20,000 users. Compared with projects in the popular decentralized finance (“DeFi”) field, it is second only to Uniswap, kyber and Compound, and higher than maker, 0x, etc. As a trading platform with a relatively high status in the NFT field, OpenSea has a complete range of collections, equivalent to Taobao in the NFT world. At present, the trading market of OpenSea has nearly 40,000 users, and the monthly transaction volume exceeds 5 million US dollars. Coinbase’s new NFT platform hits 1.4 million signups. The Coinbase platform has an active population of 50,000 users. The service rates for each service are as follows: 1. Rarible’s minting fees are borne by the creators themselves, and the royalties are also set by the creators themselves, with default amounts of 10%, 20% and 30%. 2. VIV3’s NFT minting costs and profits come from the 12.5% service fee it collects on the first and second sales. 3. OpenSea does not need gas fee to mint NFT. 4. Rarible charges a 2.5% service fee on the first sale. On the SuperRare platform, a 15% commission is charged on the first sale and a 3% fee (paid by the buyer) is charged on the second sale.

 

Competitive Advantages

 

The advantages of Takung in the NFT transaction and blockchain market are as follows:

 

Innate industry advantages

 

In recent years, digital artworks of NFT technology based on blockchain technology are becoming popular assets. The NFT online platform the Company built can effectively solve the current situation such as unclear ownership of property, difficulty in distinguishing authenticity and low efficiency of artwork circulation. Convert business development from offline to online operation, so that the value of digital works can be freely circulated online.

 

28

 

 

Advantages of the core management team

 

The core team members of Takung have experience in blockchain technology development and NFT trading platform operation, which can ensure a smoother development and business operation in the later stage.

 

Takung’s platform advantages

 

The currently developed and launched NFT online trading platform supports multi-category product uploads, including: Digital art, Digital oil painting, Produced by Gallery, Personal products, Artist signature, Oil on canvas, Print, Paper ink, Device, Comprehensive media, Derivative, and It will be continuously enriched and improved according to customer interests. The NFT trading platform has stable performance, high security and easy to maintain. At the front end of the system, the Company will continuously improve the operability and user experience of the system focusing on improving the user experience.

 

Technical advantages

 

The Takung’s digital works exchange platform that has been launched is built by a professional technical team. Each technician has rich industry experience, can work under a short development cycle or high pressure, and has a number of relevant industry benchmarking projects experience. The capability of the technical team ensures the strong technical support in the later system optimization and iterative update.

 

Marketing advantages

 

The Company has a professional marketing team. After the platform goes online, it can be promoted online and offline simultaneously, so as to quickly increase the popularity of the platform, and use professional marketing solutions to attract more creators and demanders to join in the platform.

 

We expect that we will generate revenue from the offering and trading of NFT on the Company’s system, primarily consisting of member fee, trading commission, and advertising fee.

 

29

 

 

THREE MONTHS ENDED MARCH 31, 2022 COMPARED TO THREE MONTHS ENDED MARCH 31, 2021

 

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

 

   Three months ended March 31, 
   2022   % of
Revenue
   2021   % of
Revenue
 
   (Unaudited)       (Unaudited)     
Revenue  $-        -   $-          - 
Cost of revenue   -    -    -    - 
Selling expense   -    -    -    - 
General and administrative expenses   (611,475)   -    (359,990)   - 
Total costs and expenses   (611,475)   -    (359,990)   - 
Loss from operations   (611,475)   -    (359,990)   - 
Interest and other income (expenses), net   (99)   -    (52)   - 
Loss before income tax expense   (611,574)   -    (360,042)   - 
Loas from discontinued operations   (179,765)   -    (217,319)   - 
Income tax benefit (expense)   -    -    4,773    - 
Net loss  $(791,339)   -   $(572,588)   - 

 

Revenue

 

For the three months ended March 31, 2022 and 2021, our continuing operations did not generate any revenue as our online NFT trading platform was launched in May 2022. For the three months ended March 31, 2022 and 2021, our discontinued operations generated revenues in an amount of nil and $779,108, respectively.

 

The listing fee revenue, commission fee revenue and management fee revenue which were generated by Hong Kong Takung were reclassified to and included in the discontinued operations for the three months ended March 31, 2021. Due to the suspension of the legacy online trading platform since the fourth quarter of 2021, Hong Kong Takung did not earn and recognize any listing fee revenue, commission fee revenue and management fee revenue for the three months ended March 31, 2022. We expect that the NFT trading platform, which has been placed in service in May 2022, will generate three kinds of revenue in later periods, which are membership fee, commission and advertising fee.

 

Revenue by category

 

The following table presents our revenue of our discontinued operations:

 

  

Three months ended

March 31,

 
   2022   2021 
   (Unaudited)   (Unaudited) 
Listing fee revenue  $           -   $273,792 
Commission revenue   -    358,086 
Management fee revenue   -    147,230 
Subtotal   -    779,108 
Less: Cost of revenue – discontinued operations   -    (779,108)
Total  $-   $- 

 

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Revenue by customer type

 

The following table presents our revenue by customer type of our discontinued operations:

 

   Three months ended
March 31,
 
   2022   2021 
Artwork owners  $        -   $273,792 
Non - VIP traders   -    312,640 
VIP traders   -    192,676 
Subtotal   -    779,108 
Less: Revenue- discontinued operations   -    (779,108)
Total  $-   $- 

 

(i)Listing fee revenue

 

Listing fee revenue is calculated based on a percentage of the listing value and transaction value of artworks.

 

Listing value is the total offering price of an artwork when the ownership units are initially listed on our trading platform. We utilize an appraised value as a basis to determine the appropriate listing value for each artwork, or portfolio of artworks.

 

During the three months ended March 31, 2022, we did not have any new artworks listed on our legacy platform. Therefore, no listing revenue was recognized.

 

As of March 31, 2021, a total of 298 sets of artwork were listed for trade on our platform —comprising 73 sets of paintings and calligraphies from famous Chinese, Russian and Mongolian artists, with a total listing value of $30,627,634 (HK$237,600,000); 35 pieces of jewelry with a total listing value of $9,366,178 (HK$72,660,000); 134 pieces of precious stones with a total listing value of $17,020,509 (HK$132,040,000); 29 pieces of amber with a total listing value of $12,245,898 (HK$95,000,000); 4 pieces of antique mammoth ivory carvings with a total listing value of $670,302 (HK$5,200,000); 2 pieces of porcelain pastel paintings with a total listing value of $335,151 (HK$2,600,000); 7 pieces of porcelain with a total listing value of $1,095,686 (HK$8,500,000); 6 sets of Unit+ products with a total listing value of $1,329,518 (HK$10,314,000); 1 piece of Yixing collectable with a listing value of $128,904 (HK$1,000,000); and 7 pieces of Sports memorabilia with a listing value of $1,096,897 (HK$8,509,400), of which 22.5%-48% (for 73 sets of paintings), 24%-48.5% (for the 134 pieces of precious stones), 29%-48% (for the 35 pieces of jewelry), 47%-48.5% (for 4 piece of antique mammoth ivory carvings), 32%-48% (for the 29 pieces of amber), 45%-46% (for the 2 pieces of porcelain pastel paintings), 25%-48% (for the 7 pieces of porcelain), 30.25%-45% (for the 6 sets of Unit+ products), 45% (1 piece of Yixing collectable) and 45% (for the 7 pieces of Sports memorabilia) of the listed values were charged as listing fees, respectively.

 

During the three months ended March 31, 2021, there were 3 sets of paintings listed on our platform. Their total listing values were $1,095,686 (HK$8,500,000) for the paintings, of which 24.9%-25% (for the paintings) of the listed values were charged as listing fees. Our listing revenue for the three months ended March 31, 2021 was included in discontinued operations.

 

(ii)Commission fee revenue

 

For the three months ended March 31, 2021, our legacy online artwork trading system generated commission revenue as follows:

 

For non-VIP Traders, the commission revenue was calculated based on a percentage of transaction value of artworks, which we charge 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% for both buy and sell transactions) 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. On November 7, 2018 we lowered the minimum charge to $0.0013 (HK$0.01).

 

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For selected Traders, starting from April 1, 2016, we charged a predetermined monthly fee (unlimited trades for specific artworks) for specific artworks. These traders are selected by authorized agents and reviewed by us. After review, we negotiate individually with each one of them to determine a fixed monthly fee. Different Traders may have different rates but once negotiated and agreed to, the monthly fee is fixed. Using the output method, we recognize the monthly commission revenue when the selected Traders receive access to our trading platform to make unlimited trades for specific artwork.

 

We defined a selected Trader as “inactive trader” who meets the following criteria;

 

  The Trader has been defaulted in making monthly commission payments over three months;
     
  The Trader did not incur any transactions in the month of reassessment;
     
  The service agent confirmed with the relevant Trader that he/she has been inactive.

 

Once an inactive Trader has been assessed and identified, his/her contract will be reassessed pursuant to ASC 606-10-25-5 because there has been a significant change in fact and circumstances and pursuant to ASC 606-10-25-1)e), his/her contract will not be deemed to exist and revenue will not be recognized until consideration is received in accordance with ASC 606-10-25-7(a) as we would have already performed our obligations ahead of receiving consideration.

 

We charge a non-transactional transfer commission on the transfer of the ownership of an artwork. The commission amount is calculated based on 0.3% of the close value of the artwork and each artwork unit. For the large volume of transfer or under certain special circumstances, we charge at an agreed-upon percentage of artworks units.

 

The Company offered commission to service agents. We offer a total of 40% to 75% of the commission earned from transactions with new traders to the service agents when they bring in an agreed number of Traders to the trading platform.

 

The commission paid to the service agents and discounts are recognized as a cost of revenue in the same period the related revenue is recognized.

 

Commission revenue for the three months ended March 31, 2021 was $358,086. We included this amount in the discontinued operations. For the three months ended March 31, 2022, we did not earn commission revenue from our legacy online artwork trading system.

 

(iii)Management fee revenue

 

Our legacy online trading platform charges Traders a management fee to cover the costs of insurance, storage, and transportation for an artwork and trading management of artwork units, which is calculated at $0.0013 (HK$0.01) per 100 artwork units per day. The management fee is recognized when the artwork is sold and is deducted from proceeds from the sale of artwork ownership shares when there is a purchase and sale transaction.

 

During the three months period ended March 31, 2021, management fee revenue was $147,230 and was included in the discontinued operations. Our discontinued operations did not generate management fee revenue from our legacy trading platform for the three months ended March 31, 2022.

 

Cost of Revenue

 

Cost of revenue of our discontinued operations primarily includes the following: commission paid to service agents, depreciation, internet service charges, artwork insurance and artwork storage costs.

 

   For three months ended
March 31,
 
   2022   2021 
Commission paid to service agents  $     -   $135,174 
Depreciation   -    69,062 
Internet service charge   -    19,169 
Artwork insurance   -    12,744 
Artwork storage   -    16,088 
Subtotal   -    252,237 
Less: Cost of revenue – discontinued operations   -    (252,237)
Total  $-   $- 

 

Cost of revenue of our discontinued operations for the three months ended March 31, 2022 and 2021 were $nil and $252,237 respectively. The cost of revenue for the three months ended March 31, 2021 was incurred related to the revenue generated by our legacy online trading system and was reclassified to and included in the net loss from discontinued operations. Since the legacy online trading system was suspended in the fourth quarter in 2021 and our NFT online trading platform was not launched until May 2022, our discontinued and continuing operations did not generate any revenues and cost of revenue during the three months ended March 31, 2022.

 

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Gross Profit

 

Gross profit for our continuing operations was nil for three months ended March 31, 2022 and 2021. Due to the suspension of Tianjin’s operation, we reclassified listing revenue, commission revenue and management revenue as well as the corresponding cost of revenue to net loss from discontinued operations for the three months ended March 31, 2021. As our online NFT trading platform was not placed in service until May 2022, no revenue and cost of revenue was generated for the three months ended March 31, 2022.

 

Operating Expenses

 

General and administrative expenses for our continuing operations were $611,475 and $359,990 for the three months ended March 31, 2022 and 2021, respectively. Our general and administrative expenses for continuing operations for the three months ended March 31, 2022 was $251,485 higher than that for the same period in 2021 primarily due to an increase in consultancy fee by $126,834, a rise in salary and welfare by $75,052 and an increase in other expenses by $60,011, offset by a decrease in legal and professional fees by $25,096. During the three months ended March 31, 2022, our continuing operations recruited consultants and employees to assist in setup of the online NFT platform. Additionally, we incurred higher service fees paid to NYSE, LLC for the private placement and the acquisition of an investment in Cultural Objects Provenance Holdings Limited. Our legal and professional fees were reduced in the three months ended March 31, 2022 as we paid additional audit fees to our predecessor auditor.

 

General and administrative expenses for our discontinued operations were $185,334 and $653,168 for the three months ended March 31, 2022 and 2021, respectively. Our general and administrative expenses for our discontinued operations for the three months ended March 31, 2022 were significantly reduced by $467,834 compared to the same period in 2021. Such decline was mainly driven by the deconsolidation of Tianjin Takung in the fourth quarter of 2021 and the result of the operations of Tianjin Takung was no longer included in our discontinued operations for the three months ended March 31, 2022.

 

The following table sets forth the main components of our general and administrative expenses of our continuing operations and for discontinued operations for the three months ended March 31, 2022 and 2021.

 

  

For three months ended
March 31, 2022

(Unaudited)

  

For three months ended
March 31, 2021

(Unaudited)

 
   Amount($)   % of Total   Amount($)   % of Total 
Salary and welfare   90,052    11.3%   15,000    1.5%
Office, insurance and rental expenses   89,206    11.2%   71,125    7.0%
Legal and professional fees   186,781    23.4%   211,877    20.9%
Consultancy fee   126,834    15.9%   -    -%
Depreciation expenses   350    0.0%   -    -%
Traveling and accommodation expenses   -    0.0%   30    0.0%
Share-based compensation   -    0.0%   3,717    0.4%
Others   118,252    14.8%   58,241    5.7%
Total general & administrative expenses-continuing operations   611,475    76.7%   359,990    35.5%
Total general & administrative expenses-discontinued operations   185,334    23.3%   653,168    64.5%
Total  $796,809    100.0%  $1,013,158    100.0%

 

Our continuing operations did not incur any selling expense for the three months ended March 31, 2022 and 2021. The selling expense of our discontinued operation was nil and $104,911 for the three months ended March 31, 2022 and 2021, respectively. The selling expense was related to an advertising and promotion expense incurred by Tianjin Takung during the three months ended March 31, 2021. The operation of Tianjin Takung was suspended since the fourth quarter of 2021.

 

33

 

 

Other (expenses) income

 

Other expenses for the continuing operations for the three months ended March 31, 2022 and 2021 were $99 and $52, respectively. Other expenses were related to bank charges.

 

Other (expenses) income for the discontinued operations for the three months ended March 31, 2022 and 2021 were $(167) and $39,018. During the three months ended March 31, 2022, the operation of Tianjin Takung was deconsolidated and other expenses, mainly related to bank charges, were incurred by Hong Kong Takung. Other income for the three months ended March 31, 2021 was mainly related to foreign currency transaction gain incurred by Hong Kong Takung.

 

Loss (income) before income taxes

 

Our continuing operations incurred loss before income taxes $611,574 and $360,042 for the three months ended March 31, 2022 and 2021, respectively. Loss before income taxes of our continuing operations was significantly higher for the three months ended March 31, 2022 compare to the same period in 2021 as we incurred a higher consultancy fee, salary expense and service fees in 2022 as discussed above.

 

Our discontinued operations incurred loss before income taxes, $179,765 and $217,319 for the three months ended March 31, 2022 and 2021, respectively. The loss before income taxes of our discontinued operations was comparatively lower for the three months ended March 31, 2022. Due to the loss of control in and deconsolidation of Tianjin Takung in November 2021, the operation of Tianjin Takung was not included in our interim condensed consolidated financial statements for the three months ended March 31, 2022.

 

Income tax expense

 

For the three months ended March 31, 2022 and 2021, our continuing operations did not incur income tax expense as Takung, NFT Exchange and Hong Kong MQ incurred book loss and tax loss as a full valuation allowance was recognized against the net operating loss carryforwards. It is more likely than not that these two entities will not generate sufficient taxable income to utilize the net operating loss carryforward in the near future.

 

The income tax benefit from the discontinued operations for the three months ended March 31, 2022 and 2021 were $nil and $4,773, respectively. Since the fiscal year 2021, we derecognized the deferred tax assets incurred by Hong Kong Takung as the Company expected that the net operating loss or deferred tax assets may not be utilized or reversed in a near future due to the shift of its operations from its legacy artwork trading to NFT business.

 

Net Loss

 

As a result of our operations aforementioned, our net losses after income taxes for continuing operations for the three months ended March 31, 2022 and 2021 were $611,574 and $360,042, respectively. Our discontinued operations generated net loss after income tax $179,765 and $212,546 for the three months ended March 31, 2022 and 2021, respectively.

 

Foreign currency translation gain (loss)

 

We had a foreign currency translation gain (loss) for the three months ended March 31, 2022 and 2021 of $21,059 and $(37,763), respectively.

 

Comprehensive loss

 

As a result of the above, we posted a comprehensive loss of $770,280 and $610,351 for the three months ended March 31, 2022 and 2021, respectively.

 

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Liquidity and Capital Resources

 

The following tables set forth our interim condensed consolidated statements of cash flow:

 

   For three months ended
March 31
 
   2022   2021 
Net cash provided by (used in) operating activities-continuing operations  $1,716,197   $(943)
Net cash provided by (used in) operating activities- discontinued operations   (156,101)   1,652,638 
    1,560,096    1,651,695 
           
Net cash used in investing activities- continuing operations   -    - 
Net cash used in investing activities- discontinued operations   (1,153)   389,171 
    (1,153)   389,171 
           
Net cash provided by financing activities-continuing operations   300,000    - 
Net cash provided by financing activities-discontinued operations   -    - 
    300,000    - 
           
Effect of exchange rate change on cash and cash equivalents, and restricted cash from continuing operations   42,534    - 
Effect of exchange rate change on cash and cash equivalents, and restricted cash from discontinued operations   (56,203)   (21,443)
    (13,669)   (21,443)
           
Net increase (decrease) in cash and cash equivalents - continuing operations   2,058,731    (943)
Net (decrease) increase in cash and cash equivalents and restricted cash- discontinued operations   (213,457)   2,020,366 
    1,845,274    2,019,423 
           
Cash and cash equivalents, beginning balance- continuing operations   1,503,153    31,188 
Cash and cash equivalents and restricted cash, beginning balance- discontinued operations   338,542    13,811,557 
    1,841,695    13,842,745 
           
Cash and cash equivalents and restricted cash, ending balance- continuing operations  $3,561,884   $30,245 
Cash and cash equivalents and restricted cash, ending balance- discontinued operations   125,085    15,831,923 
   $3,686,969   $15,862,168 

 

Sources of Liquidity

 

The cash and cash equivalent and the restricted cash balances from the continuing operations as of March 31, 2022 were $1,533,468 and $2,028,416, respectively. Out of the total cash and cash equivalent and restricted cash amount, $3,561,884, we had $2,337,990 denominated in U.S. dollars deposited in the financial institutions in the United States or other countries, $1,223,894, denominated in HK$ in Hong Kong financial institutions.

 

The cash and cash equivalent balance from the discontinued operations as of March 31, 2022 was $125,085. Out of this amount, we had $8,457 denominated in U.S. dollars deposited in the financial institutions in Hong Kong, $116,627, denominated in HK$ in Hong Kong financial institutions.

 

For the three months ended March 31, 2022, net cash provided by operating activities from continuing operation was $1,716,197 which was predominantly driven by the receipt of customer deposits, $2,028,416 and an increase in accrued expenses and other payables, $231,814, offset by the net loss of $611,574. While there was no cash inflow or outflow from investing activities from our continuing operations during the three months ended March 31, 2022, our continuing operations incur net cash provided by financing activities, $300,000, as NFT Exchange obtained a short-term borrowing from a third party.

 

For the three months ended March 31, 2022, net cash used in operating activities by our discontinued operations was $156,101, which was a result of net loss from discontinued operations, $179,765, offset by non-cash item: depreciation expense, $17,086 and an increase in accrued expenses and other payable, $11,480. Net cash used in investing activities by our discontinued operations was $1,153, which was related to a purchase of a computer equipment by Hong Kong Takung. Our discontinued operations did not incur cash inflow or outflow from financing activities.

 

The cash and cash equivalent balance from the continuing operations as of December 31, 2021 was $1,503,153. Out of this amount, we had $273,151 denominated in U.S. dollars deposited in the financial institutions in the United States, $1,230,002, denominated in HK$ in Hong Kong financial institutions.

 

The cash and cash equivalent balance from the discontinued operations as of December 31, 2021 was $338,542. Out of this amount, we had $112,397 denominated in U.S. dollars deposited in the financial institutions in Hong Kong, $226,145, denominated in HK$ in Hong Kong financial institutions.

 

For the three months ended March 31, 2021, net cash used in operating activities by our continuing operations was $943, which was driven by the net loss from continuing operations, $360,042, offset by an increase in accrued expenses and other payables, $319,257, a decrease in prepayments, $36,125 and a non-cash item: share-based compensation expense, $3,717. There were no cash inflows or outflows from investing activities or financing activities from our continuing operations.

 

35

 

 

For the three months ended March 31, 2021, net cash provided by operating activities from our discontinued operations was $1,652,638 which was mainly resulted from an increase in customers’ deposits, $2,333,910, offset by net loss from discontinued operations, $212,546, prepayments remitted to vendors, $348,953, payments to vendors, $20,157 and payments to lessors, $15,466. Cash inflows from investing activities from our discontinued operations was $389,171 as our third-party lender paid off the loan receivable in January 2021. There was no cash inflow or outflow from financing activities from our discontinued operations.

 

As of March 31, 2022, the total current liabilities from the continuing operations were $2,703,660, which included accrued expense and other payables of US Takung and Hong Kong MQ, $375,244, customer deposits of NFT Exchange, $2,028,416 and short-term borrowing from a third party, $300,000. Total current liabilities from our discontinued operations, Hong Kong Takung, $8,671,980, included accrued expenses and other payables, $284,870, amount due to a related party, $6,383,658, a loan payable, $1,957,142 and operating lease obligation-current portion, $46,310.

 

As of March 31, 2022, the continuing operations of the Company had cash, restricted cash and cash equivalents of $3,561,884, a working capital in an amount of $1,808,968 and the net assets of $10,384,228. The Company’s discontinued operations, which primarily consisted of Hong Kong Takung, as of March 31, 2022, had cash and cash equivalent of $125,085, a working deficit of $8,528,910, and net liabilities of $8,377,825. In order to continue to maintain the liquidity requirements, we commenced our online NFT trading platform in May 2022 with approximately 60 NFT products listed and 107 new registered users. We continue to promote the NFT trading platform to increase more new registered users. We will negotiate with the third party and the related party lenders for extending the financing arrangements. In April 2022, we had also raised approximately $30 million in connection with the securities purchase agreement closed in February 2022. Management believed that these measures provided sufficient liquidity and adequate capital to fund the operations and reasonably meet the anticipated liquidity requirements for at least the next twelve months.

 

As of December 31, 2021, total current liabilities from the continuing operations were $143,429 which was related to accrued expenses and other payables of US Takung and Hong Kong MQ. Total current liabilities from our discontinued operation, Hong Kong Takung, totaled $8,733,624 which consisted of $273,390 in accrued expenses and other payables, $6,410,585 in amount due to related parties, $21,854 in advance from customers, $1,965,398 in short-term borrowings from a third party and $62,397 in lease liabilities.

 

As of December 31, 2021, the Company’s continuing operation had cash and cash equivalents of $1,503,153, a working capital of $1,649,632 and the net assets amounted to $10,953,269. The Company’s discontinued operations, which primarily related to Hong Kong Takung, had cash and cash equivalents of $338,542, a working deficit of $8,360,145 and net liabilities of $8,176,586. In order to continue to maintain the liquidity requirements, the Company introduced NFT business in the fourth quarter of 2021 and developed consultancy service fee on NFT projects. The Company also seeks to negotiate and extend financing arrangements with the related party and the third party. In February 2022, the Company entered into certain securities purchase agreement with certain “non-U.S. persons” and expected to raise approximately $30 million from this offering. Management believed that these measures provided sufficient liquidity and adequate capital to fund the operations and reasonably meet the anticipated liquidity requirements for at least the next twelve months.

 

The Company is aware of events or uncertainties which may affect its future liquidity because of capital controls in the PRC. The RMB is only currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans, including loans we may secure from our onshore subsidiaries or variable interest entities. Currently, our PRC subsidiaries, which are wholly-foreign owned enterprises, may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, without the approval of the State Administration of Foreign Exchange (“SAFE”) by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. The existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders, including holders of our shares of common stock. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, SAFE and other relevant PRC governmental authorities. This could affect our ability to obtain foreign currency through debt or equity financing for our PRC subsidiaries.

 

Applicable PRC law permits payment of dividends to us by our operating subsidiaries in China only out of their net income, if any, determined in accordance with PRC accounting standards and regulations. Our operating subsidiaries in China are also required to set aside a portion of their net income, if any, each year to fund general reserves for appropriations until such reserves have reached 50% of the subsidiary’s registered capital. These reserves are not distributable as cash dividends. In addition, registered share capital and capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary. In contrast, there is no foreign exchange control or restrictions on capital flows into and out of Hong Kong. Hence, our Hong Kong operating subsidiary is able to transfer cash without any limitation to the U.S. under normal circumstances.

 

If our operating subsidiaries were to incur additional debt on their own behalf in the future, the instruments governing the debt may restrict the ability of our operating subsidiaries to transfer cash to our U.S. investors.

 

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Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support, and credit risk support or other benefits.

 

Future Financings

 

We may sell our common stock in order to fund our business growth. Issuances of additional shares will result in dilution to existing shareholders. There is no assurance that we will achieve sales of the equity securities or arrange for debt or other financing to fund our growth in case it is necessary, or if we are able to do so, 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. The discussion of our critical accounting policies contained in Note 2 to our consolidated financial statements, “Summary of Significant Accounting Policies”, is incorporated herein by reference.

 

Recent Accounting Pronouncements

 

The discussion of the recent accounting pronouncements contained in Note 2 to our consolidated financial statements, “Summary of Significant Accounting Policies”, is incorporated herein by reference.

 

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. Kwok Leung Li, Co-Chief Executive Officer, Mr. Kuangtao Wang and our Chief Financial Officer, Mr. Jianguang Qian. 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 March 31, 2022 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

 

There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended March 31, 2022 that materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

On or around July 2020, a third claim was filed in the Shanghai Pudong People’s Court, China against Hong Kong Takung on the basis of alleged breaches of contract. The claim amount has yet to be determined. A court hearing will be held on July 20, 2021. On June 9, 2021, the court of final appeal unanimously agreed with the previous court ’s judgment, which is in favor Hong Kong Takung. Accordingly, the legal case has been settled and closed.

 

Due to the increased regulatory scrutiny by PRC government on digital asset related businesses, the artwork unit trading platform operated by the PRC subsidiary, Tianjin Takung, was suspended by the local authority. The management became aware of the suspension on or around November 8, 2021. The local authority indicated that the suspension was to facilitate certain investigation although it did not announce the purpose of the investigation. The Company intended to fully cooperate with the local authority’s investigation. As of the date of this report, there has been no development in regard with this investigation.

 

ITEM 1A. RISK FACTORS

 

As of the date of this report and except as set forth below, there have been no material changes to the risk factors disclosed in our annual report on Form 10-K filed with the SEC on April 15, 2022.

 

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.

 

38

 

 

ITEM 6. EXHIBITS

  

The following exhibits are filed herewith:

 

Exhibit No.   Description
     
3.1   Certificate of Incorporation (1)
     
3.2   Bylaws (1)
     
3.3   Certificate of Amendment of the Certificate of Incorporation (1)
     
3.4   Certificate of Amendment of the Certificate of Incorporation (1)
     
3.5   Certificate of Amendment (2)
     
3.6   Certificate of Amendment (3)
     
3.7   Certificate of Amendment (4)
     
4.1   Form of Warrant (5)
     
4.2   Form of Warrant (6)
     
10.1   Employment Agreement of Jianguang Qian, dated January 5, 2022 (7)
     
10.2   Employment Agreement of Kuangtao Wang, dated January 4, 2022 (7)
     
10.3   Form of Securities Purchase Agreement (5)
     
10.4   Form of Termination Agreement (5)
     
10.5   Form of Amended and Restated Securities Purchase Agreement (6)
     
10.6   Loan Agreement dated February 16, 2022*
     
31.1   Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934.
     
31.2   Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934.
     
32.1   Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
     
32.2   Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
     
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

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

 

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

 

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

 

(4)Incorporated herein by reference to Exhibit 3.1 to our current report on Form 8-K filed with the SEC on August 12, 2015.

 

(5)Incorporated herein by reference to exhibits to our current report on Form 8-K filed with the SEC on February 23, 2022.

 

(6)Incorporated herein by reference to exhibits to our current report on Form 8-K filed with the SEC on March 25, 2022.

 

(7)Incorporated herein by reference to exhibits to our current report on Form 8-K filed with the SEC on January 7, 2022.

 

*Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

 

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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.

 

May 16, 2022 TAKUNG ART CO., LTD
   
  By: /s/ Kuangtao Wang
    Kuangtao Wang
    Co-Chief Executive Officer
    (Principal Executive Officer)
     
  By: /s/ Jianguang Qian
    Jianguang Qian
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

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