Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | TAKUNG ART CO., LTD | ||
Trading Symbol | TKAT | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 34,991,886 | ||
Entity Public Float | $ 40,855,294 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001491487 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38036 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-4731758 | ||
Entity Address, Address Line One | Office Q 11th Floor | ||
Entity Address, Address Line Two | Kings Wing Plaza 2 | ||
Entity Address, Address Line Three | No. 1 Kwan Street | ||
Entity Address, City or Town | Sha Tin | ||
Entity Address, Country | HK | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10019 | ||
City Area Code | +1 (332) | ||
Local Phone Number | 250-4207 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Security Exchange Name | NYSEAMER | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | WWC, P.C. | ||
Auditor Firm ID | 1171 | ||
Auditor Location | San Mateo, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 64,794,688 | $ 1,503,153 |
Restricted Cash | 2,705,750 | |
Account receivables, net | 86,434 | 120,000 |
Prepayment and other current assets, net | 5,557 | 169,908 |
Current assets – discontinued operations | 97,258 | 373,479 |
Total current assets | 67,689,687 | 2,166,540 |
Non-current assets | ||
Property and equipment, net | 5,482 | 6,883 |
Intangible assets | 140 | |
Non-marketable investment, net | 9,296,614 | |
Non-current assets – discontinued operations | 55,894 | 183,559 |
Total non-current assets | 61,376 | 9,487,196 |
Total assets | 67,751,063 | 11,653,736 |
Current liabilities | ||
Accrued expenses and other payables | 2,131,891 | 143,429 |
Current liabilities – discontinued operations | 8,700,835 | 8,733,624 |
Advance from customers | 2,705,750 | |
Short term borrowings from a third party | 1,550,000 | |
Tax payable | 255,805 | |
Total current liabilities | 15,344,281 | 8,877,053 |
Non-current liabilities | ||
Non-current liabilities-discontinued operations | ||
Total noncurrent liabilities | ||
Total liabilities | 15,344,281 | 8,877,053 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY | ||
Common stock (1,000,000,000 shares authorized; $0.001 par value; 34,991,886 shares issued and outstanding as of December 31, 2022;14,372,353 shares issued and outstanding as of December 31, 2021) | 34,992 | 14,372 |
Additional paid-in capital | 92,526,972 | 32,547,585 |
Accumulated deficit | (40,374,852) | (29,444,185) |
Accumulated other comprehensive loss | 219,670 | (341,089) |
Total shareholders’ equity | 52,406,782 | 2,776,683 |
Total liabilities and shareholders’ equity | $ 67,751,063 | $ 11,653,736 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares Issued | 34,991,886 | 14,372,353 |
Common stock, shares outstanding | 34,991,886 | 14,372,353 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Listing fee | ||
Commission | 3,403,536 | |
Management fee | ||
Consultancy fee | 120,000 | |
Revenue | 3,403,536 | 120,000 |
Cost of revenue | (782,790) | |
Gross profit | 2,620,746 | 120,000 |
Operating expenses | ||
General and administrative expenses | (3,677,967) | (13,565,548) |
Selling expense | ||
Non-marketable investment impairment | (9,296,754) | (1,333,506) |
Gain on extinguishment of debt | 1,331,191 | |
Gain on disposal of subsidiaries | ||
Total operating expenses | (12,974,721) | (13,567,863) |
Loss from continuing operations | (10,353,975) | (13,447,863) |
Other income and expenses: | ||
Other (expenses) income | 1,186 | (93) |
Exchange gain | ||
Total other (expenses) income | 1,186 | (93) |
Loss before income taxes | (10,352,789) | (13,447,956) |
Income tax expense | 255,805 | |
Net loss from continuing operations | (10,608,594) | (13,447,956) |
Loss from discontinued operations, net of income taxes: | ||
Loss Income from discontinued operations | (322,075) | (16,113,160) |
Income tax expense | (512,395) | |
Deferred tax (expense) benefit | ||
Net loss income from discontinued operations | (322,075) | (16,625,555) |
Net loss | (10,930,669) | (30,073,511) |
Foreign currency translation adjustment | 560,759 | (13,059) |
Comprehensive Loss | $ (10,369,910) | $ (30,086,570) |
Loss from continuing operations per share of common stock – basic (in Dollars per share) | $ (0.43) | $ (1.09) |
Loss from continuing operations per share of common stock – diluted (in Dollars per share) | (0.2) | (1.09) |
Income from discontinued operations per share of common stock – basic (in Dollars per share) | (0.03) | (1.34) |
Income from discontinued operations per share of common stock – diluted (in Dollars per share) | $ (0.01) | $ (1.34) |
Weighted average number of common stock outstanding – basic (in Shares) | 24,793,842 | 12,383,741 |
Weighted average number of common stock outstanding – diluted (in Shares) | 52,958,342 | 12,383,741 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity - USD ($) | Common Stock | Additional Paid-in capital | Retained earnings | Accumulated other comprehensive(loss) income | Total |
Balance at Dec. 31, 2020 | $ 11,271 | $ 6,358,115 | $ (226,311) | $ (328,030) | $ 5,815,045 |
Balance (in Shares) at Dec. 31, 2020 | 11,271,379 | ||||
Issuance of common stock for restricted share award | $ 3,040 | 26,005,328 | 26,008,368 | ||
Issuance of common stock for restricted share award (in Shares) | 3,039,909 | ||||
Stock option exercised | $ 61 | 180,424 | 180,485 | ||
Stock option exercised (in Shares) | 61,065 | ||||
Share-based compensation | 3,718 | 3,718 | |||
Net loss from continuing operations | (13,447,956) | (13,447,956) | |||
Net income from discontinued operations | (16,625,555) | (16,625,555) | |||
Deconsolidation of subsidiary | 855,637 | 855,637 | |||
Foreign currency translation adjustment | (13,059) | (13,059) | |||
Balance at Dec. 31, 2021 | $ 14,372 | 32,547,585 | (29,444,185) | (341,089) | 2,776,683 |
Balance (in Shares) at Dec. 31, 2021 | 14,372,353 | ||||
Private placement | $ 20,620 | 59,979,387 | 60,000,007 | ||
Private placement (in Shares) | 20,619,533 | ||||
Net loss from continuing operations | (10,608,594) | (10,608,594) | |||
Net income from discontinued operations | (322,075) | (322,075) | |||
Foreign currency translation adjustment | 560,759 | 560,759 | |||
Balance at Dec. 31, 2022 | $ 34,992 | $ 92,526,972 | $ (40,374,852) | $ 219,670 | $ 52,406,780 |
Balance (in Shares) at Dec. 31, 2022 | 34,991,886 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (10,608,594) | $ (13,447,956) |
Net loss from discontinued operations | (322,075) | (16,625,555) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,395 | 117 |
Changes in exchange rate | (612,639) | |
Share-based compensation | 10,881,967 | |
Gain on extinguishment of debts | (1,331,191) | |
Non-marketable investment impairment | 9,296,754 | 1,333,506 |
Prepayment and deposits | 164,351 | (5,557) |
Other non-current assets | (22,101) | |
Account receivables | 33,566 | (120,000) |
Accrued expenses and other payables | 2,809,814 | 135,419 |
Advances from customer | 2,705,750 | |
Net cash provided by/(used in) operating activities-continuing operations | 4,403,036 | (3,188,435) |
Net cash provided by/(used in) operating activities-discontinued operations | (887,469) | (12,923,713) |
Net cash provided by/(used in) operating activities | 3,515,567 | (16,112,148) |
Cash flows from investing activities: | ||
Purchase of property and equipment | 1,401 | (7,024) |
Purchase of a non-marketable investment | (500,000) | |
Net cash provided by/(used in) investing activities-continuing operations | 1,401 | (507,024) |
Net cash provided by/(used in) investing activities-discontinued operations | 127,805 | (457) |
Net cash provided by/(used in) investing activities | 129,206 | (507,481) |
Cash flows from financing activities: | ||
Proceeds from a short-term borrowing from a third party | 1,550,000 | |
Proceeds from stock option exercised | 180,485 | |
Proceeds from a private placement | 60,000,007 | 5,000,000 |
Net cash provided by financing activities-continuing operations | 61,550,007 | 5,180,485 |
Net cash provided by financing activities-discontinued operations | ||
Net cash provided by financing activities | 61,550,007 | 5,180,485 |
Effect of exchange rate change on cash and cash equivalents, and restricted cash from continuing operations | 42,840 | (13,061) |
Effect of exchange rate change on cash and cash equivalents, and restricted cash from discontinued operations | 517,919 | (548,845) |
Effect of exchange rate change on cash and cash equivalents, Total | 560,759 | (561,906) |
Net change in cash and cash equivalents, and restricted cash from continuing operations | 65,997,283 | 1,471,965 |
Net change in cash and cash equivalents, and restricted cash from discontinued operations | (241,745) | (13,473,015) |
Net change in cash and cash equivalents, and restricted cash, Total | 65,755,539 | (12,001,050) |
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 | 67,500,438 | 1,503,153 |
Cash and cash equivalents, and restricted cash ending balance from discontinued operations | 96,797 | 338,542 |
Cash and cash equivalents, and restricted cash ending balance | 67,597,235 | 1,841,695 |
Cash and cash equivalents-continuing operations | 64,794,688 | 1,503,153 |
Restricted cash-continuing operations | 2,705,750 | |
Total cash and cash equivalents -continuing operations | 67,500,438 | 1,503,153 |
Cash and cash equivalents-discontinued operations | 96,797 | 338,542 |
Restricted cash – discontinued operations | ||
Total cash, cash equivalents and restricted cash – discontinued operations | 96,797 | 338,542 |
Total cash, cash equivalents, and restricted cash | 67,597,235 | 1,841,695 |
Supplemental cash flows information: | ||
Cash paid for interest-continuing operations | ||
Cash paid for interest-discontinued operations | 86,795 | |
Cash paid for income taxes-continuing operations | ||
Cash paid for income taxes-discontinued operations | $ 86,137 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Description of Business [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 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 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 (“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 (“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 Digital Payment”) 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. 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, 2022 the initial cost of this investment was adjusted to $0 after a further impairment charge, $9,296,614 was recorded (see Note 5). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Description of Business [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The 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 consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. Basis of consolidation The consolidated financial statements include the financial statements of the Company, and its subsidiaries, Hong Kong Takung, Hong Kong MQ and Tianjin MQ, NFT exchange, NFT Digital, and Metaverse Digital Payment. 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). 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 locating buyers for Hong Kong Takung and related operations in order to focus on its blockchain and NFT business operation. As of December 31 2022, only the operation of Hong Kong Takung was classified as a discontinued operation the same as of December 31, 2021. 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 loss of control over Tianjin Takung was resulted. The financial information of Tianjin Takung was deconsolidated for the year ended December 31, 2021. Reclassification Certain prior period amounts have been reclassified to conform to current period presentation in order to reflect the deconsolidation of Tianjin 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 December 31, 2022 and 2021. 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 years ended December 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 Metaverse Digital Payment, Hong Kong Takung, Hong Kong MQ and Tianjin Takung are in Hong Kong Dollar (“HKD”); NFT Digital and NFT Exchange are in United States Dollar (“USD”) The reporting currency of the Company is 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 7.8015 and 7.7996 as of December 31, 2022 and December 31, 2021, respectively; 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. A significant portion of the Company’s cash and cash equivalents is denominated in RMB, and deposited in the financial institutions of China. Chinese governmental policies were introduced in 1996 to allow the convertibility of RMB denominated cash into foreign currencies for current account items, but conversion of RMB denominated cash into foreign exchange for most of the capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration of Foreign Exchange, or SAFE. These approvals, however, do not guarantee the availability of foreign currencies to fund the business activities outside China, or to repay non-RMB denominated obligations. Restricted cash Restricted cash represents the cash deposited by the traders (“buyers and sellers”) into a specific bank account under Takung (“the broker’s account”) in order to facilitate the trading shares of the artwork. The buyers are required to have their funds transferred to the broker’s account before the trading take place. Upon the delivery of the shares, the seller will send instructions to the bank, requesting the amount to be transferred to their personal account. After deducting the commission as per Takung, the bank will transfer the remainder to the seller’s personal account. Except for instructing the bank to deduct the commission fee, Takung has no right to use any funds in the broker’s account except for instructing the bank to deduct the commission and management fee. Our restricted cash is denominated in USD and is deposited in the financial institutions of USA. Due to the deconsolidation of Tianjin Takung, the ending balance of our restricted cash totaling $58,254,521 and $52,215,458 as of December 31, 2022 and 2021, respectively, was not included in our consolidated financial statements and reclassified to current assets – a deconsolidated entity. 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 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 2022, we did not recorded any asset impairments due to the deconsolidation of Tianjin Takung as a result of the loss of control in this entity. 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 December 31, 2022 and 2021. Customer deposits Customer deposits represent the cash deposited by the traders (“buyers and sellers”) into a specific bank account under Takung (“the broker’s account”) in order to facilitate the trading ownership units of the artwork. The buyers are required to have their funds transferred to the broker’s account before the trading take place. 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 The Company generates revenue from its services in connection with the offering and trading of artworks on the Company’s system, primarily consisting of listing fee, trading commission, and management fee. Effective January 1, 2018, the Company adopted Topic 606 using modified retrospective approach applied to its contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are accounted for and presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with Topic 605. 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 and service agents. 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 and service agents. The revenue mainly falls into the following broad categories: (i) listing fee, (ii) commission, and (iii) 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. Management fee The Company provides third-party merchants the access to Takung’s online platform for sales of artworks, and charges commission fee to third-party merchants, at an amount of an agreed percentage of the total transaction price. The revenue is recognized at a point in time when the artwork sales transaction is completed. Consultancy service fee revenue In the year of 2021, we incurred a consultancy service fee revenue, $120,000, which was pertinent to providing consultancy services with respect to the strategic utilization of blockchain technology and NFT launch to a third party. Revenue by customer type The following table presents the revenue by customer type for the years ended December 31, 2022 and 2021: For the year ended 2022 2021 Artwork owners $ - $ 876,658 Non - VIP traders 3,403,536 2,110,492 VIP traders - 1,461,038 Corporate advisee - 120,000 Subtotal 3,403,536 4,568,188 Less: Revenue - discontinued operations - (4,448,188 ) Total $ 3,403,536 $ 120,000 Cost of revenue The Company’s cost of revenue primarily consists of expenses associated with the delivery of its service. 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 the year ended 2022 2021 Commission paid to service agents $ - $ 1,099,540 Depreciation 782,790 114,215 Internet service charge - 47,696 Artwork insurance - 50,878 Artwork storage - 47,096 Subtotal 782,790 1,359,425 Less: Cost of revenue – discontinued operations - (1,359,425 ) Total $ 782,790 $ - 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. 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 Consolidated Balance Sheet. 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-cancelable, 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. 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. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with majority of the tax provision effective after December 31, 2017. Certain activities conducted in foreign jurisdictions may result in the imposition of U.S. corporate income taxes on Takung when its subsidiaries, controlled foreign corporations (“CFCs”), generate income that is subject to Subpart F or GILTI under the U.S. Internal Revenue Code beginning after December 31, 2017. The Coronavirus Aid, Relief and Economy Security (CARES) Act (“the CARES Act, H.R. 748”) was signed into law on 27 March 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for NOL deductions for 2018-2020 tax years and reinstated NOL carrybacks for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment. The Company does not anticipate a material impact on its financial statements as of December 31, 2020 due to the recent enactment. 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’s Hong Kong subsidiary of METAVERSE DIGITAL PAYMENT CO., LIMITED accrued US$255,805 corporate income tax for the year ended December 31,2022. The Company did not accrue any liability, interest or penalties related to uncertain tax positions in the provision for income taxes line of the consolidated statements of operations for the year ended 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 15 ). 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 years ended December 31, 2022 and 2021. Concentration of customer deposits As of December 31, 2022 and 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, 2022 Fair Value Measurement Accounting standards adopted on January 1, 2022 Income Taxes: Accounting pronouncements issued but not yet adopted Financial Instruments - Credit Losses: 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. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Going Concern [Abstract] | |
GOING CONCERN | 3. GOING CONCERN Due to the recent regulatory scrutiny by PRC governments on digital asset related business, 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 the suspension was to facilitate certain investigation although it did not announce the purpose of the investigation. The Company intends to fully cooperate with the local authority’s investigation. The Company has accrued the amount of RMB 408,411 for the month ended December 31, 2022 arising from three settled cases and nine pending cases; none of the pending cases have received any outcome as at April 17, 2023. In the event that the suspension carries on for a substantial period of time or the investigation results in unfavourable outcome, the Company is subject to various risks, including, but not limited to, permanent discontinuation of the artwork unit trading platform business, material loss of Tianjin Takung’s carrying assets, material impact to the Company’s financial performance and liquidity, and being involved in litigation. The following table sets forth the carrying value of the assets and liabilities of Tianjin Takung whose operation was suspended as disclosed above, which were deconsolidated from the accompanying consolidated financial statements as of December 31, 2021 and 2022: 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. 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 closed. The gross proceeds to the Company from this offering were approximately $30 million. On June 27, 2022, Takung Art Co., Ltd., a Delaware corporation (the “ Company SPA Purchasers Securities Act Common Stock 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. 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 and legal risks result from the scrutiny from the PRC regulations in regard with the 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: |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments [Abstract] | |
INVESTMENTS | 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, 2022, 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 determined that the future undiscounted cash flow was less than the carrying cost of our non-marketable investment and recognized an impairment charge, $9,296,614, against our non-marketable investment. The carrying value is measured as the total initial cost minus impairment. The carrying value for our non-marketable investment is nil December 31, December 31, 2022 2021 Total initial cost $ 10,630,120 $ 10,630,120 Cumulative net gain (loss) — Provision for impairment (10 ,630,120 ) (1,333,506 ) Total carrying value $ - $ 9,296,614 For the year ended December 31,2022, we incurred provision for impairment for $10,630,120. For the year ended December 31, 2021, we did not incur any unrealized gain or loss in connection with the non-marketable investment and we incur provision for impairment for $1,333,506. |
Prepayment and Other Current As
Prepayment and Other Current Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Prepayment and Other Current Assets, Net [Abstract] | |
PREPAYMENT AND OTHER CURRENT ASSETS, NET | 5. 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. December 31, December 31, Prepaid service fees $ - $ 196,497 Deposit 5,557 5,557 Other current assets - 2,791 Less: allowance for doubtful accounts - - Subtotal 5,557 204,845 Less: Prepayment and other current assets, net – discontinued operations - (34,937 ) Prepayment and other current assets, net $ 5,557 $ 169,908 For the years ended December 31, 2022 and 2021, the Company incur provision for 130,468 and nil |
Account Receivables, Net
Account Receivables, Net | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
ACCOUNT RECEIVABLES, NET | 6. ACCOUNT RECEIVABLES, NET Account receivables consisted of the following: December 31, December 31, Listing fee $ - $ 154,771 Consultancy service 94,918 120,000 Less: allowance for doubtful accounts (8,484 ) (154,771 ) Subtotal 86,434 120,000 Less: Accounts receivables, net- discontinued operations - - Account receivables, net $ 86,434 $ 120,000 During December 31, 2022 and 2021, we recognized 8,484 and $154,387, respectively, in provision for doubtful accounts. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 7. PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: December 31, December 31, Furniture, fixtures and equipment $ 63,376 $ 63,392 Leasehold improvements 23,072 23,078 Computer trading and clearing system 2,430,445 2,429,883 Sub-total 2,516,893 2,516,353 Less: accumulated depreciation 2,496,135 (2,428,936 ) Subtotal 20,759 87,417 Less: Property and equipment, net – discontinued operations (15,277 ) (80,534 ) Property and equipment, net $ 5,482 $ 6,883 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 8. INTANGIBLE ASSETS December 31, December 31, Intangible assets $ 22,226 $ 22,372 Less: accumulated amortization - - Subtotal 22,226 22,372 Less: Intangible assets – discontinued operations (22,226 ) (22,232 ) Total Intangible assets $ - $ 140 |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepayment and Other Current Assets, Net [Abstract] | |
OTHER NON-CURRENT ASSETS | 9. OTHER NON-CURRENT ASSETS Other non-current assets as of December 31, 2022 and 2021 consisted of: December 31, December 31, Deposit – non-current $ 18,391 $ 18,396 Prepayment – non-current - - Subtotal 18,391 18,396 Less: Other non-current assets – discontinued operations (18,391) (18,396 ) Total other non-current assets $ - $ - |
Accrued Expenses and Other Paya
Accrued Expenses and Other Payables | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Payables [Abstract] | |
ACCRUED EXPENSES AND OTHER PAYABLES | 10. ACCRUED EXPENSES AND OTHER PAYABLES Accrued expenses and other payables as of December 31, 2022 and 2021 consisted of: December 31, December 31, 2022 2021 Accruals for consulting fees $ 406,152 $ 266,304 Accruals for professional fees - 90,642 Payroll payables 451,800 55,964 Trading and clearing system - 2,364 Other payables 1,273,939 1,546 Subtotal 2,131,891 416,820 Less: Accrued expenses and other payables- discontinued operations - (273,391 ) Total accrued expenses and other payables $ 2,131,891 $ 143,429 |
Short-Term Borrowings from a Th
Short-Term Borrowings from a Third Party | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SHORT-TERM BORROWINGS FROM A THIRD PARTY | 11. SHORT-TERM BORROWINGS FROM A THIRD PARTY In July 2019, 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. An interest payment, $86,795, was made on October 22, 2021. Date Borrower Lender December 31, December 31, Annual Repayment 7/18/2019 Hong Kong Takung Friend Sourcing Ltd. $ 5,000,000 $ 5,567,929 8 % 4/1/2021 8/29/2019 Hong Kong Takung Friend Sourcing Ltd. $ 5,000,000 $ 5,422,993 8 % 4/1/2021 9/20/2019 Hong Kong Takung Friend Sourcing Ltd. $ 4,000,000 $ 4,338,395 8 % 4/1/2021 Less: Discount loan payable $ - $ - 14,000,000 15,329,317 Less: Short-term borrowings from third party- discontinued operations: (14,000,000 ) (15,329,317 ) Total $ - $ - The weighted average interest rate of outstanding short-term borrowings was 8% per annum as of December 31, 2022 and 2021. The fair value of the short-term borrowings approximates their carrying amounts. Borrower Account Name Lender Total Effective Day Due Day NFT Exchange Limited Loan payable Yunqing Wei 300,000.00 2022/2/16 2023/5/18 NFT Exchange Limited Loan payable Weidong Feng 250,000.00 2022/4/11 2023/5/18 NFT Exchange Limited Loan payable SOS Information Technology NewYork, Inc 500,000.00 2022/4/27 2023/5/18 NFT Exchange Limited Loan payable SOS Information Technology NewYork, Inc 500,000.00 2022/8/29 2023/5/18 Total 1,550,000.00 T he three third parties which are Yunqing Wei , Weidong Feng and SOS Information Technology NewYork, Inc respectively have borrowed NFT Exchange Limited $300,000, 250,000 and 1,000,000, which are totally $1,550,000. All th e short-term borrowings’ due day are May18 , 2023. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. INCOME TAXES Takung was incorporated in the State of Delaware and is therefore subject to United States income tax. Hong Kong Takung, Takung Art Holdings and Hong Kong MQ were incorporated in Hong Kong S.A.R. People’s Republic of China and are subject to Hong Kong profits tax. United States of America The Coronavirus Aid, Relief and Economy Security (CARES) Act (“the CARES Act, H.R. 748”) was signed into law on 27 March 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for NOL deductions for 2018-2020 tax years and reinstated NOL carrybacks for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment. The Company does not anticipate a material impact on its financial statements as of December 31, 2020 due to the recent enactment. As of December 31, 2022 and 2021, the Company in the United States had $11,935,256 and $1,454,286 in net operating loss carry forwards available to offset future taxable income, respectively. For net operating losses arising after December 31, 2017, the Tax Act 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%. Takung Art Holdings and Hong Kong MQ still apply the original tax rate of 16.5% for its provision for current income and deferred taxes. As of December 31, 2022 and 2021, the Company’s subsidiaries in Hong Kong had nil 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% for the year ended December 31, 2022 and 2021. According to PRC tax regulations, the PRC net operating loss can generally carry forward for no longer than five years starting from the year subsequent to the year in which the loss was incurred. Carryback of losses is not permitted. The income tax expense was $255,805 and $512,395 for the years ended December 31, 2022 and 2021, respectively, related primarily to the Company’s subsidiaries located outside of the U.S. The loss before provision for income taxes for the years ended December 31, 2022 and 2021 was as follows: The income tax provision consists of the following components: For the year ended For the year ended Current: Federal $ - $ - State - - Foreign 255,805 - Total current income tax expenses, continuing operations 255,805 - Current income tax expenses, discontinued operations - - Total current $ 255,805 $ - Deferred: Federal $ - $ - State - - Foreign - - Total deferred income tax expenses, continuing operations - - Deferred income tax expenses, discontinued operations - 512,395 Total deferred $ - $ 512,395 Total income tax expense $ 255,805 $ 512,395 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 (2.4)% and 0.0%for the years ended December 31, 2022 and 2021, respectively. For the year For the year Loss before income tax expense $ (10,608,594 ) $ (13,447,956 ) Computed tax benefit with statutory tax rate 130,647 (2,824,071 ) Impact of different tax rates in other jurisdictions (96,669 ) (1,384 ) Tax effect of non-deductible expenses - 775 Changes in valuation allowance 194,428 2,920,437 Previous years unrecognized tax effects - (95,757 ) Total income tax expense $ 228,407 $ - Discontinued operations The effective tax rate for the discontinued operations was 0.0% and (3.2)% for the years ended December 31, 2022 and 2021, respectively. For the year ended For the year ended Loss before income tax expense $ (322,075 ) $ (16,113,160 ) Computed tax benefit with statutory tax rate (53,142 ) (3,383,764 ) Impact of different tax rates in other jurisdictions - (81,864 ) Effect of preferred tax rate 354,586 2,136,292 Tax effect of non-deductible expenses - 1,370,731 Changes in valuation allowance (301,444 ) 474,442 Previous years unrecognized tax effects - (3,442 ) Total income tax expense $ - $ 512,395 The approximate tax effects of temporary differences, which give rise to the deferred tax assets and liabilities are as follows: Continuing operations As of As of 2022 2021 Deferred tax assets Tax loss carried forward $ - $ 2,506,404 Provision for impairment loss 9,296,754 280,036 Unvested restricted shares - 444,465 Total deferred tax assets 1,533,964 3,230,905 Less: valuation allowance (1,533,964 ) (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 As of 2022 2021 Deferred tax assets Tax loss carried forward $ - $ 510,890 Deferred advertising expenses - - Provision for doubtful accounts - 153,854 PPE, due to difference in depreciation 66,145 2,010 Others - - Total deferred tax assets 10,914 666,754 Less: valuation allowance (10,914 ) (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 $ - $ - Uncertain tax positions The reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions is as follows: December 31, December 31, Uncertain tax liabilities, beginning of period, discontinued operations $ - $ 101,789 Additions for tax position of current period - - 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 December 31, 2022 and 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 Our subsidiary, Hong Kong Takung, has been recently selected for routine examination for its tax years ended December 31, 2016 through 2018 by Hong Kong Inland Revenue Department (“IRD”). 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. METAVERSE DIGITAL PAYMENT CO., LIMITED incurred corporate income tax payable of $255,805 during the year of 2022. The Company does not expect the position of uncertain tax liabilities will significantly fluctuate within the next twelve months. This expectation is still valid till the reporting day of April 14, 2023. 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | 13. 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 by balance sheet location as of December 31, 2022 and 2021: Assets/liabilities Classification As of As of Assets Operating lease right-of-use assets, continuing operations Operating lease assets $ - $ - Operating lease right-of-use assets, discontinued operations Operating lease assets - 62,397 Total operating lease right-of-use assets $ - $ 62,397 Liabilities Current Operating lease liability – current, continuing operations Current operating lease liabilities $ - $ - Operating lease liability – current, discontinued operations Current operating lease liabilities - 62,397 Total operating lease liability – current $ - $ 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 $ - $ 62,397 The operating lease expense, including two lease arrangements from a related party, for the year ended December 31, 2022 and 2021 was as follows: For the year ended For the year ended Lease Cost Classification December 31, December 31, Operating lease cost Cost of revenue, general and administrative expenses $ 62,364 $ 108,580 Total lease cost $ 62,364 $ 108,580 Operating lease cost-discontinued operations Cost of revenue, general and administrative expenses (62,364 ) (108,580 ) Total lease cost $ $ - Maturities of operating lease liabilities as of December 31, 2022 were as follow: Maturity of Lease Liabilities Operating Leases 2022 $ - 2023 - 2024 - 2025 - 2026 - Thereafter - Total undiscounted lease payments $ - Less: interest - Present value of lease payments $ - Supplemental information related to operating leases was as follows: For the year ended December 31, For the year ended December 31, 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 $ 61,031 $ 66,793 Weighted average remaining lease term – continuing operations - - Weighted average remaining lease term – discontinued operations 0.0 year 1.0 year Weighted average discount rate – continuing operations - - Weighted average discount rate – discontinued operations 8 % 8 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES Capital Commitments As of December 31, 2022 and 2021, the Company had no capital commitments. Contingencies During the year ended December 31, 2022, the deconsolidated entity of the Company, Tianjin Takung has been named as a defendant for litigations filed against the entity and compensation claims amounting to USD 60 694 have been recorded in the statement of operations. As at the filing date of this report, there are pending litigations that have yet to be concluded and the compensation claims are not determinable until the outcome are finalized. The Company is in the process of finalizing the disposal of Hong Kong Takung, and upon the completion of the disposition of Hong Kong Takung, the purchaser will assume all the assets and liabilities of the entity, including those associated with the Tianjin Takung. Except for the above, as of December 31, 2022 and through the issuance date of the consolidated financial statements included in this Form 10-K, the Company does not have any other significant indemnification claims. Due to the deconsolidation of Tianjin Takung, the ending balance of our restricted cash totaling $58,254,521 and $52,215,458 as of December 31, 2022 and 2021, respectively, was not included in our consolidated financial statements and was reclassified to current assets – a deconsolidated entity. 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. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 15. NET LOSS PER SHARE The computation of the Company’s basic and diluted net loss per share is as follows: For the year ended For the year ended Numerator: Net loss-continuing operations $ (10,608,594 ) $ (13,447,956 ) Net loss – discontinued operations (322,075 ) (16,625,555 ) Total net loss (10,930,669 ) (30,073,511 ) Denominator: Weighted-average shares outstanding-Basic 24,793,842 12,383,741 Stock options and restricted shares - - Weighted-average shares outstanding-Diluted 52,958,342 12,383,741 Loss per share-continuing operations -Basic $ (0.43 ) $ (1.09 ) -Diluted $ (0.20 ) $ (1.09 ) Loss per share-discontinued operations -Basic $ (0.01 ) $ (1.34 ) -Diluted $ (0.01 ) $ (1.34 ) 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 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. As disclosed on Takung Art Co., Ltd.’s (the “ Company Form 8-K SPA Purchasers Securities Act Common Stock The Purchasers have transferred the purchase price to the Company on April 6, 2022. On April 14, 2022, the Company has issued 10,238,910 units to the Purchasers. The issuance and sale of the units is exempted from the registration requirement of the Securities Act pursuant to Regulation S promulgated thereunder. |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders’ Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | 16. SHAREHOLDERS’ EQUITY Share Options: The exercise price of share options ranged from $2.91 to $3.65 and the requisite service period ranged from two to five years. There was no share options granted during the year of 2022 and no share options were forfeited nor exercised in the year ended December 31, 2021. The Company did not issue any share options during the year of 2022. The number of share options as of December 31, 2022 is as follows: Options Weighted Weighted Aggregate Outstanding, beginning of year - $ - - - Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding, end of year - - - - Exercisable, end of year - - - - Expected to vest - $ - - - Award of restricted shares: On May 27, 2020, 10,000 shares of common stock were granted to the Company’s SEC legal counsel as a compensation for legal advisory services rendered. On April 21, 2021, the board of directors of the Company approved an issuance of 335,000 shares of common stock as share-based awards to its independent directors, employees and consultants under the 2015 Incentive Stock Plan. The Company recognized a share-based compensation expense of $6,863,815 in connection with this issuance in April 2021. On May 28, 2021, the Company entered into a Securities Purchase Agreement with a company incorporated in British Virgin Islands (“BVI entity”). In exchange for an aggregate amount of 86,560 shares of common stock of the BVI entity, the Company shall remit $500,000 in cash and issue 572,000 restricted shares of the Company to the BVI entity. On August 21, 2021, both parties entered into an Amendment to Securities Purchase Agreement and the number of restricted shares of the Company to be issued to the BVI entity was increased to 1,558,480. The Company remitted the cash payment of $500,000 to the BVI entity on August 20, 2021. On September 9, 2021, an aggregate amount of 1,558,480 restricted shares at a price of $6.5 was issued to the BVI entity. The Company recognized the net carrying amount of this equity investment, $9,296,614, an initial cost of $10,630,120 with an impairment charge, $1,333,506, in noncurrent asset. On July 12, 2021, pursuant to the terms of that certain Securities Purchase Agreement dated July 8, 2021, the Company sold 571,429 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), to an institutional investor (the “Investor”) at a price of $8.75 per share, for gross proceeds of $5,000,000 before deducting the placement agent fee and offering expenses (the “Private Placement”). On July 9, 2021, the Company entered into an Advisory Agreement with an independent institutional contractor for exploring potential investors and projects to advance new business development. Upon signing the agreement, an aggregate of 160,000 shares of common stock at a price of $11.86 was awarded to the contractor under the 2015 Incentive Stock Plan. The Company recognized a share-based compensation expense of $1,897,600 in connection with this issuance in July 2021. On November 30, 2021, the board of directors of the Company approved an issuance of 415,000 shares of common stock as restricted share-based awards to its independent consultants and employees under the Rule 144 of the Securities Act of 1933. The restricted shares were issued on November 30, 2021. The Company recognized a share-based compensation of $2,116,500 in relation to this issuance in November 2021. The company awarded no share option to nobody during the year of 2022. The following table sets forth changes in compensation-related restricted share awards during year ended December 31, 2022. The Company uses fair market value of its common stock publicly traded on the date of the grant to determine the fair value of restricted shares. The Company did not awarded any restricted common stocks to anyone during the year of 2022. Number of Weighted Weighted Shares Fair Value Term Unvested at December 31, 2021 415,000 $ 5.10 0.41 year Granted - - 0.00 year Forfeited - - - Vested - - 0.00 year Unvested at December 31, 2022 415,000 $ 5.10 0.41 year The share-based compensation expenses recognized, including the offering of restricted shares, were nil |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | 17. SUBSEQUENT EVENT Disposition Agreement On November 1, 2022, Takung Art Co., Ltd. (the “Company”), Hong Kong Takung Art Company Limited (“Hong Kong Takung”) and Hong Kong MQ Group Limited (“Hong Kong MQ”, together with Hong Kong Takung, the “Targets”), the Company’s wholly owned subsidiaries, and Fecundity Capital Investment Co., Ltd. (the “Purchaser”), entered into a certain share purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase the Targets in exchange for cash consideration of $1,500,000 (the “Purchase Price”). Upon the closing of the transaction (the “Disposition”) contemplated by the Disposition SPA, the Purchaser will become the sole shareholder of the Targets and as a result, assume all assets and liabilities of all the subsidiaries and VIE entities owned or controlled by the Targets. The Company believes that the Disposition will not have a significant, material impact on the Company’s consolidated financial statements. The closing of the Disposition is subject to certain closing conditions including the payment of the Purchase Price, the receipt of a fairness opinion from Access Partner Consultancy & Appraisals and the approval of the Company’s shareholders. The Disposition was approved by the board of directors (the “ Board Below is the Company’s structure chart before the completion of the Disposition. Below will be the Company’s structure chart after the completion of the Disposition. Merger Agreement On November 1, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NFT Limited (“NFT”), a Cayman Islands exempt company and a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, among other things, the Company will merge with and into NFT, with NFT continuing as the surviving entity (the “Redomicile”). The Redomicile will become effective at such time on the closing date as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other time specified in the Certificate of Merger (the “Effective Time”). From and after the Effective Time, each share of the Company’s stock, either common stock or preferred stock issued and outstanding prior to the Effective Time (excluding certain excluding shares and dissenting shares, if any) will be automatically converted into Class A Ordinary Shares of NFT on pro rata basis. Each share of NFT stock held immediately prior to the Effective Time by the Company will be automatically cancelled and no payment will be made with respect thereto. The closing of the Redomicile is subject to the satisfaction or waiver of customary conditions by the respective parties, including the approval of the Merger Agreement and the contemplated transactions by the Company’s shareholders. The Redomicile was approved by the Board of the Company. As disclosed on Takung Art Co., Ltd.’s (the “Company”) Current Report on Form 8-K (the “Form 8-K”) filed on August 24, 2022, the Company entered into certain securities purchase agreement, dated June 27, 2022, as amended on July 27, 2022 (the “SPA”), with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the SPA, the Company agreed to issue 10,380,623 The issuance and sale of the Units is exempted from the registration requirement of the Securities Act pursuant to Regulation S promulgated thereunder. The transaction contemplated by the SPA was closed on September 13, 2022, as all the closing conditions have been satisfied. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Description of Business [Abstract] | |
Basis of presentation | Basis of presentation The 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 | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. |
Basis of consolidation | Basis of consolidation The consolidated financial statements include the financial statements of the Company, and its subsidiaries, Hong Kong Takung, Hong Kong MQ and Tianjin MQ, NFT exchange, NFT Digital, and Metaverse Digital Payment. All intercompany transactions and balances have been eliminated on consolidation. |
Discontinued operations | 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). 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 locating buyers for Hong Kong Takung and related operations in order to focus on its blockchain and NFT business operation. As of December 31 2022, only the operation of Hong Kong Takung was classified as a discontinued operation the same as of December 31, 2021. |
Deconsolidation | 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 loss of control over Tianjin Takung was resulted. The financial information of Tianjin Takung was deconsolidated for the year ended December 31, 2021. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation in order to reflect the deconsolidation of Tianjin Takung. None of these reclassifications had an impact on reported financial position or cash flows for any of the periods presented. |
Fair value measurements | 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 December 31, 2022 and 2021. |
Comprehensive loss | 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 years ended December 31, 2022 and 2021, the Company’s comprehensive loss includes net loss and foreign currency translation adjustment. |
Foreign currency translation and transaction | Foreign currency translation and transaction The functional currency of Metaverse Digital Payment, Hong Kong Takung, Hong Kong MQ and Tianjin Takung are in Hong Kong Dollar (“HKD”); NFT Digital and NFT Exchange are in United States Dollar (“USD”) The reporting currency of the Company is 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 7.8015 and 7.7996 as of December 31, 2022 and December 31, 2021, respectively; 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 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. A significant portion of the Company’s cash and cash equivalents is denominated in RMB, and deposited in the financial institutions of China. Chinese governmental policies were introduced in 1996 to allow the convertibility of RMB denominated cash into foreign currencies for current account items, but conversion of RMB denominated cash into foreign exchange for most of the capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration of Foreign Exchange, or SAFE. These approvals, however, do not guarantee the availability of foreign currencies to fund the business activities outside China, or to repay non-RMB denominated obligations. |
Restricted cash | Restricted cash Restricted cash represents the cash deposited by the traders (“buyers and sellers”) into a specific bank account under Takung (“the broker’s account”) in order to facilitate the trading shares of the artwork. The buyers are required to have their funds transferred to the broker’s account before the trading take place. Upon the delivery of the shares, the seller will send instructions to the bank, requesting the amount to be transferred to their personal account. After deducting the commission as per Takung, the bank will transfer the remainder to the seller’s personal account. Except for instructing the bank to deduct the commission fee, Takung has no right to use any funds in the broker’s account except for instructing the bank to deduct the commission and management fee. Our restricted cash is denominated in USD and is deposited in the financial institutions of USA. Due to the deconsolidation of Tianjin Takung, the ending balance of our restricted cash totaling $58,254,521 and $52,215,458 as of December 31, 2022 and 2021, respectively, was not included in our consolidated financial statements and reclassified to current assets – a deconsolidated entity. |
Accounts receivable and allowance for doubtful accounts | 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 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, 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 | 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, 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 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 | 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 2022, we did not recorded any asset impairments due to the deconsolidation of Tianjin Takung as a result of the loss of control in this entity. |
Intangible assets | 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 December 31, 2022 and 2021. |
Customer deposits | Customer deposits Customer deposits represent the cash deposited by the traders (“buyers and sellers”) into a specific bank account under Takung (“the broker’s account”) in order to facilitate the trading ownership units of the artwork. The buyers are required to have their funds transferred to the broker’s account before the trading take place. |
Advance from customers | 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 | Revenue Recognition The Company generates revenue from its services in connection with the offering and trading of artworks on the Company’s system, primarily consisting of listing fee, trading commission, and management fee. Effective January 1, 2018, the Company adopted Topic 606 using modified retrospective approach applied to its contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are accounted for and presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with Topic 605. 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 and service agents. 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 and service agents. The revenue mainly falls into the following broad categories: (i) listing fee, (ii) commission, and (iii) 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. Management fee The Company provides third-party merchants the access to Takung’s online platform for sales of artworks, and charges commission fee to third-party merchants, at an amount of an agreed percentage of the total transaction price. The revenue is recognized at a point in time when the artwork sales transaction is completed. Consultancy service fee revenue In the year of 2021, we incurred a consultancy service fee revenue, $120,000, which was pertinent to providing consultancy services with respect to the strategic utilization of blockchain technology and NFT launch to a third party. Revenue by customer type The following table presents the revenue by customer type for the years ended December 31, 2022 and 2021: For the year ended 2022 2021 Artwork owners $ - $ 876,658 Non - VIP traders 3,403,536 2,110,492 VIP traders - 1,461,038 Corporate advisee - 120,000 Subtotal 3,403,536 4,568,188 Less: Revenue - discontinued operations - (4,448,188 ) Total $ 3,403,536 $ 120,000 |
Cost of revenue | Cost of revenue The Company’s cost of revenue primarily consists of expenses associated with the delivery of its service. 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 the year ended 2022 2021 Commission paid to service agents $ - $ 1,099,540 Depreciation 782,790 114,215 Internet service charge - 47,696 Artwork insurance - 50,878 Artwork storage - 47,096 Subtotal 782,790 1,359,425 Less: Cost of revenue – discontinued operations - (1,359,425 ) Total $ 782,790 $ - 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. 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 Consolidated Balance Sheet. |
Leases | 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-cancelable, lease term when determining the lease assets and liabilities. |
Income taxes | Income taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with majority of the tax provision effective after December 31, 2017. Certain activities conducted in foreign jurisdictions may result in the imposition of U.S. corporate income taxes on Takung when its subsidiaries, controlled foreign corporations (“CFCs”), generate income that is subject to Subpart F or GILTI under the U.S. Internal Revenue Code beginning after December 31, 2017. The Coronavirus Aid, Relief and Economy Security (CARES) Act (“the CARES Act, H.R. 748”) was signed into law on 27 March 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for NOL deductions for 2018-2020 tax years and reinstated NOL carrybacks for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment. The Company does not anticipate a material impact on its financial statements as of December 31, 2020 due to the recent enactment. 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’s Hong Kong subsidiary of METAVERSE DIGITAL PAYMENT CO., LIMITED accrued US$255,805 corporate income tax for the year ended December 31,2022. The Company did not accrue any liability, interest or penalties related to uncertain tax positions in the provision for income taxes line of the consolidated statements of operations for the year ended December 31, 2021. |
Earnings (loss) per share | 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 15 ). |
Concentration of risks | 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 years ended December 31, 2022 and 2021. Concentration of customer deposits As of December 31, 2022 and 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, 2020 | Accounting standards adopted on January 1, 2022 Fair Value Measurement |
Accounting standards adopted on January 1, 2021 | Accounting standards adopted on January 1, 2022 Income Taxes: |
Accounting pronouncements issued but not yet adopted | Accounting pronouncements issued but not yet adopted Financial Instruments - Credit Losses: 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Description of Business [Abstract] | |
Schedule of 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 |
Schedule of revenue by customer type | For the year ended 2022 2021 Artwork owners $ - $ 876,658 Non - VIP traders 3,403,536 2,110,492 VIP traders - 1,461,038 Corporate advisee - 120,000 Subtotal 3,403,536 4,568,188 Less: Revenue - discontinued operations - (4,448,188 ) Total $ 3,403,536 $ 120,000 |
Schedule of cost of revenue | For the year ended 2022 2021 Commission paid to service agents $ - $ 1,099,540 Depreciation 782,790 114,215 Internet service charge - 47,696 Artwork insurance - 50,878 Artwork storage - 47,096 Subtotal 782,790 1,359,425 Less: Cost of revenue – discontinued operations - (1,359,425 ) Total $ 782,790 $ - |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments [Abstract] | |
Schedule of non-marketable investment | December 31, December 31, 2022 2021 Total initial cost $ 10,630,120 $ 10,630,120 Cumulative net gain (loss) — Provision for impairment (10 ,630,120 ) (1,333,506 ) Total carrying value $ - $ 9,296,614 |
Prepayment and Other Current _2
Prepayment and Other Current Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepayment and Other Current Assets, Net [Abstract] | |
Schedule of prepayment and other current assets | December 31, December 31, Prepaid service fees $ - $ 196,497 Deposit 5,557 5,557 Other current assets - 2,791 Less: allowance for doubtful accounts - - Subtotal 5,557 204,845 Less: Prepayment and other current assets, net – discontinued operations - (34,937 ) Prepayment and other current assets, net $ 5,557 $ 169,908 |
Account Receivables, Net (Table
Account Receivables, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of account receivables | December 31, December 31, Listing fee $ - $ 154,771 Consultancy service 94,918 120,000 Less: allowance for doubtful accounts (8,484 ) (154,771 ) Subtotal 86,434 120,000 Less: Accounts receivables, net- discontinued operations - - Account receivables, net $ 86,434 $ 120,000 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, December 31, Furniture, fixtures and equipment $ 63,376 $ 63,392 Leasehold improvements 23,072 23,078 Computer trading and clearing system 2,430,445 2,429,883 Sub-total 2,516,893 2,516,353 Less: accumulated depreciation 2,496,135 (2,428,936 ) Subtotal 20,759 87,417 Less: Property and equipment, net – discontinued operations (15,277 ) (80,534 ) Property and equipment, net $ 5,482 $ 6,883 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | December 31, December 31, Intangible assets $ 22,226 $ 22,372 Less: accumulated amortization - - Subtotal 22,226 22,372 Less: Intangible assets – discontinued operations (22,226 ) (22,232 ) Total Intangible assets $ - $ 140 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepayment and Other Current Assets, Net [Abstract] | |
Schedule of other non-current assets | December 31, December 31, Deposit – non-current $ 18,391 $ 18,396 Prepayment – non-current - - Subtotal 18,391 18,396 Less: Other non-current assets – discontinued operations (18,391) (18,396 ) Total other non-current assets $ - $ - |
Accrued Expenses and Other Pa_2
Accrued Expenses and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Payables [Abstract] | |
Schedule of accrued expenses and other payables | December 31, December 31, 2022 2021 Accruals for consulting fees $ 406,152 $ 266,304 Accruals for professional fees - 90,642 Payroll payables 451,800 55,964 Trading and clearing system - 2,364 Other payables 1,273,939 1,546 Subtotal 2,131,891 416,820 Less: Accrued expenses and other payables- discontinued operations - (273,391 ) Total accrued expenses and other payables $ 2,131,891 $ 143,429 |
Short-Term Borrowings from a _2
Short-Term Borrowings from a Third Party (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of short-term borrowings approximates their carrying amounts | Date Borrower Lender December 31, December 31, Annual Repayment 7/18/2019 Hong Kong Takung Friend Sourcing Ltd. $ 5,000,000 $ 5,567,929 8 % 4/1/2021 8/29/2019 Hong Kong Takung Friend Sourcing Ltd. $ 5,000,000 $ 5,422,993 8 % 4/1/2021 9/20/2019 Hong Kong Takung Friend Sourcing Ltd. $ 4,000,000 $ 4,338,395 8 % 4/1/2021 Less: Discount loan payable $ - $ - 14,000,000 15,329,317 Less: Short-term borrowings from third party- discontinued operations: (14,000,000 ) (15,329,317 ) Total $ - $ - |
Schedule of weighted average interest rate of outstanding short-term borrowings | Borrower Account Name Lender Total Effective Day Due Day NFT Exchange Limited Loan payable Yunqing Wei 300,000.00 2022/2/16 2023/5/18 NFT Exchange Limited Loan payable Weidong Feng 250,000.00 2022/4/11 2023/5/18 NFT Exchange Limited Loan payable SOS Information Technology NewYork, Inc 500,000.00 2022/4/27 2023/5/18 NFT Exchange Limited Loan payable SOS Information Technology NewYork, Inc 500,000.00 2022/8/29 2023/5/18 Total 1,550,000.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision | For the year ended For the year ended Current: Federal $ - $ - State - - Foreign 255,805 - Total current income tax expenses, continuing operations 255,805 - Current income tax expenses, discontinued operations - - Total current $ 255,805 $ - Deferred: Federal $ - $ - State - - Foreign - - Total deferred income tax expenses, continuing operations - - Deferred income tax expenses, discontinued operations - 512,395 Total deferred $ - $ 512,395 Total income tax expense $ 255,805 $ 512,395 |
Schedule of effective tax rate for the continuing operations | For the year For the year Loss before income tax expense $ (10,608,594 ) $ (13,447,956 ) Computed tax benefit with statutory tax rate 130,647 (2,824,071 ) Impact of different tax rates in other jurisdictions (96,669 ) (1,384 ) Tax effect of non-deductible expenses - 775 Changes in valuation allowance 194,428 2,920,437 Previous years unrecognized tax effects - (95,757 ) Total income tax expense $ 228,407 $ - For the year ended For the year ended Loss before income tax expense $ (322,075 ) $ (16,113,160 ) Computed tax benefit with statutory tax rate (53,142 ) (3,383,764 ) Impact of different tax rates in other jurisdictions - (81,864 ) Effect of preferred tax rate 354,586 2,136,292 Tax effect of non-deductible expenses - 1,370,731 Changes in valuation allowance (301,444 ) 474,442 Previous years unrecognized tax effects - (3,442 ) Total income tax expense $ - $ 512,395 |
Schedule of deferred tax assets and liabilities | As of As of 2022 2021 Deferred tax assets Tax loss carried forward $ - $ 2,506,404 Provision for impairment loss 9,296,754 280,036 Unvested restricted shares - 444,465 Total deferred tax assets 1,533,964 3,230,905 Less: valuation allowance (1,533,964 ) (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 $ - $ - As of As of 2022 2021 Deferred tax assets Tax loss carried forward $ - $ 510,890 Deferred advertising expenses - - Provision for doubtful accounts - 153,854 PPE, due to difference in depreciation 66,145 2,010 Others - - Total deferred tax assets 10,914 666,754 Less: valuation allowance (10,914 ) (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 $ - $ - |
Schedule of reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions | December 31, December 31, Uncertain tax liabilities, beginning of period, discontinued operations $ - $ 101,789 Additions for tax position of current period - - Settlements with tax authority during current year - (101,789 ) Uncertain tax liabilities, end of period, discontinued operations $ $ - |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of leases | Assets/liabilities Classification As of As of Assets Operating lease right-of-use assets, continuing operations Operating lease assets $ - $ - Operating lease right-of-use assets, discontinued operations Operating lease assets - 62,397 Total operating lease right-of-use assets $ - $ 62,397 Liabilities Current Operating lease liability – current, continuing operations Current operating lease liabilities $ - $ - Operating lease liability – current, discontinued operations Current operating lease liabilities - 62,397 Total operating lease liability – current $ - $ 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 $ - $ 62,397 |
Schedule of operating lease expenses | For the year ended For the year ended Lease Cost Classification December 31, December 31, Operating lease cost Cost of revenue, general and administrative expenses $ 62,364 $ 108,580 Total lease cost $ 62,364 $ 108,580 Operating lease cost-discontinued operations Cost of revenue, general and administrative expenses (62,364 ) (108,580 ) Total lease cost $ $ - |
Schedule of maturities operating lease liabilities | Maturity of Lease Liabilities Operating Leases 2022 $ - 2023 - 2024 - 2025 - 2026 - Thereafter - Total undiscounted lease payments $ - Less: interest - Present value of lease payments $ - |
Schedule of information related to operating leases | For the year ended December 31, For the year ended December 31, 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 $ 61,031 $ 66,793 Weighted average remaining lease term – continuing operations - - Weighted average remaining lease term – discontinued operations 0.0 year 1.0 year Weighted average discount rate – continuing operations - - Weighted average discount rate – discontinued operations 8 % 8 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | For the year ended For the year ended Numerator: Net loss-continuing operations $ (10,608,594 ) $ (13,447,956 ) Net loss – discontinued operations (322,075 ) (16,625,555 ) Total net loss (10,930,669 ) (30,073,511 ) Denominator: Weighted-average shares outstanding-Basic 24,793,842 12,383,741 Stock options and restricted shares - - Weighted-average shares outstanding-Diluted 52,958,342 12,383,741 Loss per share-continuing operations -Basic $ (0.43 ) $ (1.09 ) -Diluted $ (0.20 ) $ (1.09 ) Loss per share-discontinued operations -Basic $ (0.01 ) $ (1.34 ) -Diluted $ (0.01 ) $ (1.34 ) |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders’ Equity [Abstract] | |
Schedule of the number of share options | Options Weighted Weighted Aggregate Outstanding, beginning of year - $ - - - Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding, end of year - - - - Exercisable, end of year - - - - Expected to vest - $ - - - |
Schedule of changes in compensation-related restricted share | Number of Weighted Weighted Shares Fair Value Term Unvested at December 31, 2021 415,000 $ 5.10 0.41 year Granted - - 0.00 year Forfeited - - - Vested - - 0.00 year Unvested at December 31, 2022 415,000 $ 5.10 0.41 year |
Organization and Description _2
Organization and Description of Business (Details) | 1 Months Ended | 12 Months Ended | ||||||
Sep. 09, 2021 shares | Aug. 31, 2021 USD ($) | Aug. 21, 2021 USD ($) shares | May 28, 2021 USD ($) shares | Jun. 09, 2019 USD ($) | Jun. 19, 2019 USD ($) | Jun. 19, 2019 HKD ($) | Dec. 31, 2022 USD ($) shares | |
Organization and Description of Business (Details) [Line Items] | ||||||||
Registered capital (in Dollars) | $ | $ 100,000 | |||||||
Exchange of common stock shares | 86,560 | |||||||
Restricted shares issued | ||||||||
Investment total amount (in Dollars) | $ | $ 10,630,120 | |||||||
Investment initial cost (in Dollars) | $ | 0 | |||||||
Impairment charges (in Dollars) | $ | 9,296,614 | |||||||
Takung Shanghai Co Ltd [Member] | ||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||
Capital value (in Dollars) | $ | $ 1,000,000 | |||||||
Hong Kong MQ [Member] | ||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||
Net asset (in Dollars) | $ | ||||||||
Percentage of issued and outstanding | 100% | |||||||
Cash consideration | $ 0.13 | $ 1 | ||||||
Takung Cultural Development (Tianjin) Co., Ltd [Member] | ||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||
Restricted shares issued | 10,130,120 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||
Cash consideration | $ | $ 500,000 | $ 500,000 | ||||||
Issuance of common stock shares | 282,000 | |||||||
Exchange of common stock shares | 54,100 | |||||||
Unvested restricted shares | 290,000 | |||||||
Issuance of unvested common shares exchange | 32,460 | 32,460 | ||||||
Original purchase price (in Dollars) | $ | $ 500,000 | |||||||
Issuance of restricted common stock shares | 771,040 | 500,000 | ||||||
Issuance of unvested common shares exchange | 787,440 | |||||||
Restricted shares issued | 1,558,480 | |||||||
Takung Shanghai Co Ltd [Member] | ||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||
Exchange of common stock shares | 54,100 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Exchange rate | 7.7996 | 7.8015 | |
Restricted cash (in Dollars) | $ 58,254,521 | $ 52,215,458 | |
Straight-line basis over the estimated useful live | 5 years | ||
Revenue fee (in Dollars) | 120,000 | ||
Temporarily eliminates taxable income limitation percentage | 80% | ||
Income tax (in Dollars) | $ 255,805 | ||
Concentration of customers percentage | 10% | 10% | |
Total customer deposits percentage | 10% | 10% | |
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Interest deduction limitations, percentage | 30% | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Interest deduction limitations, percentage | 50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of estimated residual value | 12 Months Ended |
Dec. 31, 2022 | |
Furniture, fixtures and equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated residual value [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold improvements [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated residual value [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of the remaining lease terms and the estimated 3 years |
Computer trading and clearing system [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated residual value [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of revenue by customer type - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | ||
Subtotal | $ 3,403,536 | $ 4,568,188 |
Less: Revenue- discontinued operations | (4,448,188) | |
Total | 3,403,536 | 120,000 |
Artwork owners [Member] | ||
Revenue from External Customer [Line Items] | ||
Subtotal | 876,658 | |
Non - VIP traders [Member] | ||
Revenue from External Customer [Line Items] | ||
Subtotal | 3,403,536 | 2,110,492 |
VIP traders [Member] | ||
Revenue from External Customer [Line Items] | ||
Subtotal | 1,461,038 | |
Corporate advisee [Member] | ||
Revenue from External Customer [Line Items] | ||
Subtotal | $ 120,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of cost of revenue - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of revenue by customer type - USD ($) | ||
Commission paid to service agents | $ 1,099,540 | |
Depreciation | 782,790 | 114,215 |
Internet service charge | 47,696 | |
Artwork insurance | 50,878 | |
Artwork storage | 47,096 | |
Subtotal | 782,790 | 1,359,425 |
Less: Cost of revenue – discontinued operations | (1,359,425) | |
Total | $ 782,790 |
Going Concern (Details)
Going Concern (Details) $ / shares in Units, $ in Millions | Jul. 27, 2022 USD ($) $ / shares shares | Apr. 14, 2022 USD ($) | Mar. 09, 2022 $ / shares shares | Feb. 23, 2022 shares | Dec. 31, 2022 $ / shares | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 $ / shares | Sep. 09, 2021 $ / shares |
Going Concern (Details) [Line Items] | ||||||||
Accrued amount (in Yuan Renminbi) | ¥ | ¥ 408,411 | |||||||
Units sold | shares | 15,789,474 | 10,238,910 | 11,952,190 | |||||
Common stock shares | shares | 1 | 1 | 1 | |||||
Warrant shares | shares | 2 | 3 | 3 | |||||
Purchase price per share (in Dollars per share) | $ / shares | $ 1.9 | $ 2.93 | $ 6.5 | |||||
Gross proceeds (in Dollars) | $ | $ 30 | $ 30 | ||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Common Stock [Member] | ||||||||
Going Concern (Details) [Line Items] | ||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.001 |
Investments (Details)
Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Investments [Abstract] | ||
Impairment charge | $ 9,296,614 | |
Non marketable investment | ||
Provision for impairment | $ 10,630,120 | $ 1,333,506 |
Investments (Details) - Schedul
Investments (Details) - Schedule of non-marketable investment - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Non Marketable Investment [Abstract] | ||
Total initial cost | $ 10,630,120 | $ 10,630,120 |
Cumulative net gain (loss) | ||
Provision for impairment | (10,630,120) | (1,333,506) |
Total carrying value | $ 9,296,614 |
Prepayment and Other Current _3
Prepayment and Other Current Assets, Net (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Prepayment and Other Current Assets, Net [Abstract] | ||
Doubtful accounts | $ 130,468 |
Prepayment and Other Current _4
Prepayment and Other Current Assets, Net (Details) - Schedule of prepayment and other current assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Prepayment And Other Current Assets Abstract | ||
Prepaid service fees | $ 196,497 | |
Deposit | $ 5,557 | 5,557 |
Other current assets | 2,791 | |
Less: allowance for doubtful accounts | ||
Subtotal | 5,557 | 204,845 |
Less: Prepayment and other current assets, net – discontinued operations | (34,937) | |
Prepayment and other current assets, net | $ 5,557 | $ 169,908 |
Account Receivables, Net (Detai
Account Receivables, Net (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Receivable [Member] | ||
Account Receivables, Net (Details) [Line Items] | ||
Allowance for doubtful accounts | $ 8,484 | $ 154,387 |
Account Receivables, Net (Det_2
Account Receivables, Net (Details) - Schedule of account receivables - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Account Receivables Abstract | ||
Listing fee | $ 154,771 | |
Consultancy service | 94,918 | 120,000 |
Less: allowance for doubtful accounts | (8,484) | (154,771) |
Subtotal | 86,434 | 120,000 |
Less: Accounts receivables, net- discontinued operations | ||
Account receivables, net | $ 86,434 | $ 120,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Property And Equipment [Abstract] | ||
Furniture, fixtures and equipment | $ 63,376 | $ 63,392 |
Leasehold improvements | 23,072 | 23,078 |
Computer trading and clearing system | 2,430,445 | 2,429,883 |
Sub-total | 2,516,893 | 2,516,353 |
Less: accumulated depreciation | 2,496,135 | (2,428,936) |
Subtotal | 20,759 | 87,417 |
Less: Property and equipment, net – discontinued operations | (15,277) | (80,534) |
Property and equipment, net | $ 5,482 | $ 6,883 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of intangible assets [Abstract] | ||
Intangible assets | $ 22,226 | $ 22,372 |
Less: accumulated amortization | ||
Subtotal | 22,226 | 22,372 |
Less: Intangible assets – discontinued operations | (22,226) | (22,232) |
Total Intangible assets | $ 140 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - Schedule of other non-current assets - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of other non current assets [Abstract] | ||
Deposit – non-current | $ 18,391 | $ 18,396 |
Prepayment – non-current | ||
Subtotal | 18,391 | 18,396 |
Less: Other non-current assets – discontinued operations | (18,391) | (18,396) |
Total other non-current assets |
Accrued Expenses and Other Pa_3
Accrued Expenses and Other Payables (Details) - Schedule of accrued expenses and other payables - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Accrued Expenses And Other Payables Abstract | ||
Accruals for consulting fees | $ 406,152 | $ 266,304 |
Accruals for professional fees | 90,642 | |
Payroll payables | 451,800 | 55,964 |
Trading and clearing system | 2,364 | |
Other payables | 1,273,939 | 1,546 |
Subtotal | 2,131,891 | 416,820 |
Less: Accrued expenses and other payables- discontinued operations | (273,391) | |
Total accrued expenses and other payables | $ 2,131,891 | $ 143,429 |
Short-Term Borrowings from a _3
Short-Term Borrowings from a Third Party (Details) - USD ($) | 1 Months Ended | |||
Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2019 | |
Short-Term Borrowings from a Third Party (Details) [Line Items] | ||||
Interest Rate | 8% | 8% | ||
Interest payment | $ 86,795 | |||
Short-term borrowings from a third party, Net amount | $ 1,550,000 | |||
Hong Kong Takung [Member] | ||||
Short-Term Borrowings from a Third Party (Details) [Line Items] | ||||
Interest Rate | 8% | |||
SOS Information Technology NewYork, Inc [Member] | ||||
Short-Term Borrowings from a Third Party (Details) [Line Items] | ||||
Short-term borrowings from a third party, Net amount | 1,000,000 | |||
Short-Term Borrowings [Member] | ||||
Short-Term Borrowings from a Third Party (Details) [Line Items] | ||||
Short-term borrowings from a third party, Net amount | 300,000 | |||
Short-Term Borrowings One [Member] | ||||
Short-Term Borrowings from a Third Party (Details) [Line Items] | ||||
Short-term borrowings from a third party, Net amount | $ 250,000 |
Short-Term Borrowings from a _4
Short-Term Borrowings from a Third Party (Details) - Schedule of short-term borrowings approximates their carrying amounts - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | ||
Short-term borrowings from a third party, Lender | Less: Discount loan payable | |
Short-term borrowings from a third party, Net amount | ||
Short-term borrowings from a third party, Net amount | $ 14,000,000 | 15,329,317 |
Short-term borrowings from a third party, Lender | Less: Short-term borrowings from third party- discontinued operations: | |
Short-term borrowings from a third party, Net amount | $ (14,000,000) | (15,329,317) |
Short-term borrowings from a third party, Lender | Total | |
Total | ||
7/18/2019 [Member] | ||
Short-Term Debt [Line Items] | ||
Short-term borrowings from a third party, Borrower | Hong Kong Takung | |
Short-term borrowings from a third party, Lender | Friend Sourcing Ltd. | |
Short-term borrowings from a third party, Net amount | $ 5,000,000 | 5,567,929 |
Short-term borrowings from a third party, Annual Interest Rate | 8% | |
Short-term borrowings from a third party, Repayment Due Date | Apr. 01, 2021 | |
8/29/2019 [Member] | ||
Short-Term Debt [Line Items] | ||
Short-term borrowings from a third party, Borrower | Hong Kong Takung | |
Short-term borrowings from a third party, Lender | Friend Sourcing Ltd. | |
Short-term borrowings from a third party, Net amount | $ 5,000,000 | 5,422,993 |
Short-term borrowings from a third party, Annual Interest Rate | 8% | |
Short-term borrowings from a third party, Repayment Due Date | Apr. 01, 2021 | |
9/20/2019 [Member] | ||
Short-Term Debt [Line Items] | ||
Short-term borrowings from a third party, Borrower | Hong Kong Takung | |
Short-term borrowings from a third party, Lender | Friend Sourcing Ltd. | |
Short-term borrowings from a third party, Net amount | $ 4,000,000 | $ 4,338,395 |
Short-term borrowings from a third party, Annual Interest Rate | 8% | |
Short-term borrowings from a third party, Repayment Due Date | Apr. 01, 2021 |
Short-Term Borrowings from a _5
Short-Term Borrowings from a Third Party (Details) - Schedule of weighted average interest rate of outstanding short-term borrowings | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Variable Interest Entity [Line Items] | |
Short-term borrowings from a third party, Net amount | $ 1,550,000 |
Short-Term Borrowings [Member] | |
Variable Interest Entity [Line Items] | |
Short-term borrowings from a third party, Account Name | Loan payable |
Short-term borrowings from a third party, Lender | Yunqing Wei |
Short-term borrowings from a third party, Net amount | $ 300,000 |
Short-term borrowings from a third party, Effective Day | Feb. 16, 2022 |
Short-term borrowings from a third party, Due Day | May 18, 2023 |
Short-Term Borrowings One [Member] | |
Variable Interest Entity [Line Items] | |
Short-term borrowings from a third party, Account Name | Loan payable |
Short-term borrowings from a third party, Lender | Weidong Feng |
Short-term borrowings from a third party, Net amount | $ 250,000 |
Short-term borrowings from a third party, Effective Day | Apr. 11, 2022 |
Short-term borrowings from a third party, Due Day | May 18, 2023 |
Short-Term Borrowings Two [Member] | |
Variable Interest Entity [Line Items] | |
Short-term borrowings from a third party, Account Name | Loan payable |
Short-term borrowings from a third party, Lender | SOS Information Technology NewYork, Inc |
Short-term borrowings from a third party, Net amount | $ 500,000 |
Short-term borrowings from a third party, Effective Day | Apr. 27, 2022 |
Short-term borrowings from a third party, Due Day | May 18, 2023 |
Short Term Borrowings Three [Member] | |
Variable Interest Entity [Line Items] | |
Short-term borrowings from a third party, Account Name | Loan payable |
Short-term borrowings from a third party, Lender | SOS Information Technology NewYork, Inc |
Short-term borrowings from a third party, Net amount | $ 500,000 |
Short-term borrowings from a third party, Effective Day | Aug. 29, 2022 |
Short-term borrowings from a third party, Due Day | May 18, 2023 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2017 | Dec. 31, 2020 USD ($) | |
Income Taxes (Details) [Line Items] | |||||
Taxable income percentage | 80% | 80% | |||
Taxable income carryforward percentage | 80% | ||||
Taxable income limitation expaire | 2033 | 2033 | |||
Profit tax rate | $ 257,311 | $ 2 | |||
Issued share capital percentage | 50% | 50% | |||
Income tax percentage | (2.40%) | (2.40%) | 0% | ||
Effective tax rate discontinued operation percentage | 0% | 0% | (3.20%) | ||
Accrued interest (in Dollars) | |||||
Increase (Decrease) in Income Taxes Payable (in Dollars) | $ 255,805 | ||||
Taxpayer expires term | 3 years | 3 years | |||
Tax assessment years | 6 years | 6 years | |||
Tax assessment extendable term | 10 years | 10 years | |||
Tax authorities general term | 5 years | 5 years | |||
Minimum [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Taxable income percentage | 30% | 30% | |||
Maximum [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Taxable income percentage | 50% | 50% | |||
Income Tax Slab One Rate [Member] | Hong Kong Subsidiaries [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Tax rate percentage | 8.25% | 8.25% | |||
New tax rate | 8.25% | 8.25% | |||
Income Tax Slab Two Rate [Member] | Hong Kong Subsidiaries [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Tax rate percentage | 16.50% | 16.50% | |||
New tax rate | 16.50% | 16.50% | |||
United States [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Net operating loss carry forwards (in Dollars) | $ 11,935,256 | 1,454,286 | |||
Hong Kong [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Net operating loss carry forwards (in Dollars) | $ 6,194,177 | ||||
PRC [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Tax rate percentage | 25% | 25% | 25% | ||
Income tax expense (in Dollars) | $ 255,805 | $ 512,395 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | ||
State | ||
Foreign | 255,805 | |
Total current income tax expenses, continuing operations | 255,805 | |
Current income tax expenses, discontinued operations | ||
Total current | 255,805 | |
Deferred: | ||
Federal | ||
State | ||
Foreign | ||
Total deferred income tax expenses, continuing operations | ||
Deferred income tax expenses, discontinued operations | 512,395 | |
Total deferred | 512,395 | |
Total income tax expense | $ 255,805 | $ 512,395 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of effective tax rate for the continuing operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Continuing Operations [Member] | ||
Income Taxes (Details) - Schedule of effective tax rate for the continuing operations [Line Items] | ||
(Loss) Income before income tax expense | $ (10,608,594) | $ (13,447,956) |
Computed tax benefit with statutory tax rate | 130,647 | (2,824,071) |
Impact of different tax rates in other jurisdictions | (96,669) | (1,384) |
Tax effect of non-deductible expenses | 775 | |
Changes in valuation allowance | 194,428 | 2,920,437 |
Previous years unrecognized tax effects | (95,757) | |
Total income tax expense | 228,407 | |
Discontinued Operations [Member] | ||
Income Taxes (Details) - Schedule of effective tax rate for the continuing operations [Line Items] | ||
(Loss) Income before income tax expense | (322,075) | (16,113,160) |
Effect of preferred tax rate | 354,586 | 2,136,292 |
Computed tax benefit with statutory tax rate | (53,142) | (3,383,764) |
Impact of different tax rates in other jurisdictions | (81,864) | |
Tax effect of non-deductible expenses | 1,370,731 | |
Changes in valuation allowance | (301,444) | 474,442 |
Previous years unrecognized tax effects | (3,442) | |
Total income tax expense | $ 512,395 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Continuing Operations [Member] | ||
Income Taxes (Details) - Schedule of deferred tax assets and liabilities [Line Items] | ||
Tax loss carried forward | $ 2,506,404 | |
Provision for impairment loss | 9,296,754 | 280,036 |
Unvested restricted shares | 444,465 | |
Total deferred tax assets | 1,533,964 | 3,230,905 |
Less: valuation allowance | (1,533,964) | (3,230,905) |
Total Deferred tax assets, net of valuation allowance | ||
Total Deferred tax liabilities | ||
Deferred tax assets, net of valuation allowance and deferred tax liabilities | ||
Discontinued Operations [Member] | ||
Income Taxes (Details) - Schedule of deferred tax assets and liabilities [Line Items] | ||
Tax loss carried forward | 510,890 | |
Deferred advertising expenses | ||
Provision for doubtful accounts | 153,854 | |
PPE, due to difference in depreciation | 66,145 | 2,010 |
Others | ||
Total deferred tax assets | 10,914 | 666,754 |
Less: valuation allowance | (10,914) | (666,754) |
Total Deferred tax assets, net of valuation allowance | ||
Total Deferred tax liabilities | ||
Deferred tax assets, net of valuation allowance and deferred tax liabilities |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reconciliation Of The Beginning And Ending Amount Of Liabilities Associated With Uncertain Tax Positions [Abstract] | ||
Uncertain tax liabilities, beginning of period, discontinued operations | $ 101,789 | |
Additions for tax position of current period | ||
Settlements with tax authority during current year | (101,789) | |
Uncertain tax liabilities, end of period, discontinued operations |
Leases (Details)
Leases (Details) | Dec. 31, 2022 |
Minimum [Member] | |
Leases (Details) [Line Items] | |
Leases remaining terms | 1 year |
Maximum [Member] | |
Leases (Details) [Line Items] | |
Leases remaining terms | 9 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of leases - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Assets | ||
Operating lease right-of-use assets, continuing operations, Classification | Operating lease assets | |
Operating lease right-of-use assets, continuing operations | ||
Operating lease right-of-use assets, discontinued operations, Classification | Operating lease assets | |
Operating lease right-of-use assets, discontinued operations | $ 62,397 | |
Total operating lease right-of-use assets | $ 62,397 | |
Current | ||
Operating lease liability – current, continuing operations, Classification | Current operating lease liabilities | |
Operating lease liability – current, continuing operations | ||
Operating lease liability – current, discontinued operations, Classification | Current operating lease liabilities | |
Operating lease liability – current, discontinued operations | $ 62,397 | |
Total operating lease liability – current | $ 62,397 | |
Long-term | ||
Operating lease liability – non-current, continuing operations, Classification | Long-term operating lease liabilities | |
Operating lease liability – non-current, continuing operations | ||
Operating lease liability – non-current, discontinued operations, Classification | Long-term operating lease liabilities | |
Operating lease liability – non-current, discontinued operations | ||
Total operating lease liability – non-current | ||
Total lease liabilities – continuing operations | ||
Total lease liabilities – discontinued operations | $ 62,397 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of operating lease expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Operating Lease Expenses [Abstract] | ||
Operating lease cost, description | Cost of revenue, general and administrative expenses | |
Operating lease cost | $ 62,364 | $ 108,580 |
Total lease cost | 62,364 | $ 108,580 |
Operating lease cost-discontinued operations, description | Cost of revenue, general and administrative expenses | |
Operating lease cost-discontinued operations | $ (62,364) | $ (108,580) |
Total lease cost |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of maturities operating lease liabilities | Dec. 31, 2022 USD ($) |
Schedule of Maturities Operating Lease Liabilities [Abstract] | |
2023 | |
2024 | |
2025 | |
2026 | |
Thereafter |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of information related to operating leases - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Information Related To Operating Leases [Abstract] | ||
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 | $ 61,031 | $ 66,793 |
Weighted average remaining lease term – discontinued operations | 0 years | 1 year |
Weighted average discount rate – discontinued operations | 8% | 8% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||
Entity and compensation amount | $ 60,694 | |
Restricted cash | 58,254,521 | $ 52,215,458 |
Tianjin Takung [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Restricted cash | $ 58,254,521 | $ 52,215,458 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - $ / shares | Dec. 31, 2022 | Apr. 14, 2022 |
Net Loss Per Share (Details) [Line Items] | ||
Issued shares | 10,238,910 | 10,238,910 |
Share price | $ 2.93 | |
Common stock [Member] | ||
Net Loss Per Share (Details) [Line Items] | ||
Share price | $ 0.001 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss-continuing operations (in Dollars) | $ (10,608,594) | $ (13,447,956) |
Net loss – discontinued operations (in Dollars) | (322,075) | (16,625,555) |
Total net loss (in Dollars) | $ (10,930,669) | $ (30,073,511) |
Denominator: | ||
Weighted-average shares outstanding-Basic (in Shares) | 24,793,842 | 12,383,741 |
Stock options and restricted shares (in Shares) | ||
Weighted-average shares outstanding-Diluted (in Shares) | 52,958,342 | 12,383,741 |
Loss per share-continuing operations | ||
-Basic | $ (0.43) | $ (1.09) |
-Diluted | (0.2) | (1.09) |
Loss per share-discontinued operations | ||
-Basic | (0.01) | (1.34) |
-Diluted | $ (0.01) | $ (1.34) |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
Nov. 30, 2021 | Sep. 09, 2021 | Aug. 21, 2021 | Jul. 12, 2021 | Jul. 09, 2021 | May 28, 2021 | Apr. 21, 2021 | Mar. 28, 2021 | Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 27, 2022 | Mar. 09, 2022 | Aug. 20, 2021 | May 27, 2020 | |
Shareholders’ Equity (Details) [Line Items] | |||||||||||||||
Shares of common | 10,000 | ||||||||||||||
Common stock shares | |||||||||||||||
Share-based compensation expenses | $ 1,897,600 | $ 6,863,815 | $ 10,881,967 | ||||||||||||
Aggregate amount of common shares | 86,560 | ||||||||||||||
Cash | $ 500,000 | $ 500,000 | |||||||||||||
Restricted shares | 415,000 | 1,558,480 | 1,558,480 | 572,000 | |||||||||||
Price per share | $ 6.5 | $ 1.9 | $ 2.93 | ||||||||||||
Net carrying amount | $ 9,296,614 | ||||||||||||||
Carrying amount noncurrent asset | $ 10,630,120 | ||||||||||||||
Impairment charge | $ 1,333,506 | ||||||||||||||
Purchase agreement | 571,429 | ||||||||||||||
Price per share | $ 8.75 | ||||||||||||||
Gross proceeds | $ 5,000,000 | ||||||||||||||
Aggregate of shares | 160,000 | ||||||||||||||
Price per share | |||||||||||||||
Number of shares acquired in investment | 2,116,500 | ||||||||||||||
2015 Incentive Stock Plan [Member] | |||||||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||||||
Common stock shares | 335,000 | ||||||||||||||
Price per share | $ 11.86 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||||||
Exercise price options | $ 2.91 | ||||||||||||||
Share options service period range | 2 years | ||||||||||||||
Maximum [Member] | |||||||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||||||
Exercise price options | $ 3.65 | ||||||||||||||
Share options service period range | 5 years | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||||||
Common stock per value | $ 0.001 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - Schedule of the number of share options | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Schedule of the number of share options [Abstract] | |
Aggregate Intrinsic Value, beginning of year | |
Options, Granted (in Shares) | shares | |
Weighted Average Exercise Price, Granted (in Dollars per share) | $ / shares | |
Weighted Average Remaining Contractual Terms, Granted | |
Aggregate Intrinsic Value, Granted | |
Weighted Average Remaining Contractual Terms, Exercised | |
Aggregate Intrinsic Value, Exercised | |
Weighted Average Remaining Contractual Terms, Forfeited or expired | |
Aggregate Intrinsic Value, Forfeited or expired | |
Options, Outstanding, end of year (in Shares) | shares | |
Weighted Average Exercise Price, Outstanding, end of year (in Dollars per share) | $ / shares | |
Weighted Average Remaining Contractual Terms, Outstanding, end of year | |
Aggregate Intrinsic Value, Outstanding, end of year | |
Options, Exercisable, end of year (in Shares) | shares | |
Weighted Average Exercise Price, Exercisable, end of year (in Dollars per share) | $ / shares | |
Weighted Average Remaining Contractual Terms, Exercisable, end of year | |
Aggregate Intrinsic Value, Exercisable, end of year | |
Options, Expected to vest (in Shares) | shares | |
Weighted Average Exercise Price, Expected to vest (in Dollars per share) | $ / shares | |
Aggregate Intrinsic Value, Expected to vest |
Shareholders_ Equity (Details_2
Shareholders’ Equity (Details) - Schedule of changes in compensation-related restricted share | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Schedule of changes in compensation-related restricted share [Abstract] | |
Number of Shares, Unvested | shares | 415,000 |
Weighted Average Grant Date Fair Value, Unvested | $ / shares | $ 5.1 |
Weighted Average Remaining Contractual Term, Unvested | 4 months 28 days |
Number of Shares, Granted | shares | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | |
Weighted Average Remaining Contractual Term, Granted | 0 years |
Number of Shares, Forfeited | shares | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Weighted Average Remaining Contractual Term, Forfeited | |
Number of Shares, Vested | shares | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | |
Weighted Average Remaining Contractual Term, Vested | 0 years |
Number of Shares, Unvested | shares | 415,000 |
Weighted Average Grant Date Fair Value, Unvested | $ / shares | $ 5.1 |
Weighted Average Remaining Contractual Term, Unvested | 4 months 28 days |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Jul. 27, 2022 | Dec. 31, 2022 |
Subsequent Events [Abstract] | ||
Cash consideration | $ 1,500,000 | |
Description | the Company agreed to issue 10,380,623 units for a per unit price of $2.89 (the “Units”). Each Unit consists of one share of the common stock of the Company, par value $0.001 per share (the “Common Stock”) and a warrant to purchase two shares of Common Stock. |