Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 26, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | TD Holdings, Inc. | |
Entity Central Index Key | 0001556266 | |
Amendment Flag | true | |
Amendment Description | As disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on March 29, 2021, as amended, on March 26, 2021, the Audit Committee (the "Audit Committee") of the Board of Directors of TD Holdings, Inc. (the "Company"), after discussion with the Company's management, concluded that the Company's previously issued financial statements contained in the Company's Quarterly Reports ("2020 Quarterly Reports") on Form 10-Q for the periods ended March 31, 2020, June 30, 2020, and September 30, 2020 (collectively "Non-Reliance Periods"), originally filed on June 26, 2020, August 14, 2020, and November 13, 2020, respectively, should no longer be relied upon. Similarly, related press releases, earnings releases, and investor communications describing the Company's financial statements for the Non-Reliance Periods should no longer be relied upon. We are therefore filing this this amended Form 10-Q ("Amended Form 10-Q") to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the "Original Form 10-Q"), to restate our interim financial statements and revise related disclosures (including, without limitation, those contained under Item 1, Financial Statements and Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in the Original Form 10-Q to reflect reversal of revenues from supply chain management, which impacted the Company's net income (loss) and earnings (loss) per share, and related disclosures and Management's Discussion and Analysis of Financial Condition and Results of Operations. In addition, the identification of related parties changes the footnote for related parties. As several parts of the Original 10-Q are amended and/or restated by this Amended Form 10-Q, for convenience, we have repeated the entire text of the Original Form 10-Q, as amended and/or restated by this Amended Form 10-Q. Readers should therefore read and rely on this Amended Form 10-Q in lieu of the Original Form 10-Q. Except as amended and/or restated by this Amended Form 10-Q, no other information included in the Original Form 10-Q is being amended or updated by this Amended Form 10-Q. This Amended Form 10-Q continues to describe the conditions as of the date of the Original Form 10-Q and, except as contained therein, we have not updated or modified the disclosures contained in the Original Form 10-Q. Accordingly, this Amended Form 10-Q should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Form 10-Q, including any amendment to those filings. | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 68,585,806 | |
Entity Filer Number | 001-36055 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 27,101 | $ 2,446,683 |
Loans receivable from third parties | 2,996,970 | 1,955,697 |
Due from related parties | 5,574,891 | 3,310,883 |
Other current assets | 278,039 | 166,617 |
Total current assets | 8,877,001 | 7,879,880 |
Investments in equity investees | 963,154 | 972,807 |
Deposit in investment in equity investee | 14,105 | 14,351 |
Loan receivable from a third party, noncurrent | 49,368 | 50,230 |
Property and equipment, net | 3,386 | 3,835 |
Right-of-use lease assets, net | 401,034 | 41,188 |
Leasing business assets, net | 2,306,133 | 2,426,109 |
Total noncurrent assets | 3,737,180 | 3,508,520 |
Total Assets | 12,614,181 | 11,388,400 |
Current Liabilities | ||
Advances from customers | 54,270 | 15,249 |
Third party loan payables | 2,369,669 | 2,367,967 |
Due to related parties | 2,240,535 | 1,017,362 |
Stock subscription advance | 1,600,000 | |
Income tax payable | 14,482 | 14,735 |
Lease liabilities, current | 302,028 | |
Other current liabilities | 387,255 | 420,101 |
Total Current Liabilities | 5,368,239 | 5,435,414 |
Non-current Liabilities | ||
Related party loan, noncurrent | 149,515 | 152,124 |
Lease liabilities, noncurrent | 52,352 | |
Total Non-current Liabilities | 201,867 | 152,124 |
Total Liabilities | 5,570,106 | 5,587,538 |
Commitments and Contingencies (Note 13) | ||
Equity | ||
Common stock (par value $0.001 per share, 100,000,000 shares authorized; 28,585,111 and 11,585,111 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively) | 28,585 | 11,585 |
Stock subscription receivable | (13,500,000) | |
Additional paid-in capital | 53,606,170 | 38,523,170 |
Accumulated deficit | (32,741,256) | (32,391,040) |
Accumulated other comprehensive loss | (336,583) | (334,281) |
Total Shareholders’ Equity | 7,056,916 | 5,809,434 |
Non-controlling interests | (12,841) | (8,572) |
Total Equity | 7,044,075 | 5,800,862 |
Total Liabilities and Equity | $ 12,614,181 | $ 11,388,400 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 28,585,111 | 11,585,111 |
Common stock, shares outstanding | 28,585,111 | 11,585,111 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
- Sales of commodity products – related parties | $ 1,053,632 | |
- Supply chain management services | 108,837 | |
- Supply chain management services – related parties | 43,647 | |
- Income from operating leases | 14,051 | 399,999 |
Total revenue | 1,220,167 | 399,999 |
Cost of revenue | ||
- Commodity product sales | (1,055,539) | |
- Supply chain management services | (321) | |
- Cost of operating lease | (99,314) | (237,651) |
Total cost of revenue | (1,155,174) | (237,651) |
Gross profit | 64,993 | 162,348 |
Operating expenses | ||
Selling, general, and administrative expenses | (425,115) | (1,906,319) |
Impairment of leasing business assets | (96,318) | |
Total operating expenses | (425,115) | (2,002,637) |
Net Operating Loss | (360,122) | (1,840,289) |
Other income, net | ||
Interest income | 140,012 | 10,463 |
Interest expenses | (134,375) | |
Total other income, net | 5,637 | 10,463 |
Loss Before Income Taxes | (354,485) | (1,829,826) |
Income tax expenses | ||
Net Loss | (354,485) | (1,829,826) |
Less: Net loss attributable to non-controlling interests | 4,269 | |
Net loss attributable to TD Holdings, Inc.’s Stockholders | (350,216) | (1,829,826) |
Comprehensive Loss | ||
Net Loss | (354,485) | (1,829,826) |
Foreign currency translation adjustment | (2,302) | 57,743 |
Comprehensive loss | (356,787) | (1,772,083) |
Less: Total comprehensive loss attributable to non-controlling interests | 4,269 | |
Comprehensive loss attributable to TD Holdings, Inc. | $ (352,518) | $ (1,772,083) |
Loss per share - basic and diluted | ||
Net loss per share - basic and diluted | $ (0.03) | $ (0.35) |
Weighted Average Shares Outstanding-Basic and Diluted | 13,673,023 | 5,169,041 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Equity - USD ($) | Common Stock | Additional paid-in capital | Accumulated deficit | Subscription advanced from a shareholder | Accumulated other comprehensive income (loss) | Non-controlling interests | Total |
Balance at Dec. 31, 2018 | $ 5,024 | $ 28,765,346 | $ (25,457,090) | $ (511,057) | $ 2,802,223 | ||
Balance, shares at Dec. 31, 2018 | 5,023,906 | ||||||
Issuance of common stock to service providers | $ 502 | 883,706 | 884,208 | ||||
Issuance of common stock to service providers, shares | 502,391 | ||||||
Net loss | (1,829,826) | (1,829,826) | |||||
Foreign currency translation adjustments | 57,743 | 57,743 | |||||
Balance at Mar. 31, 2019 | $ 5,526 | 29,649,052 | (27,286,916) | (453,314) | 1,914,348 | ||
Balance, shares at Mar. 31, 2019 | 5,526,297 | ||||||
Balance at Dec. 31, 2019 | $ 11,585 | 38,523,170 | (32,391,040) | (334,281) | (8,572) | 5,800,862 | |
Balance, shares at Dec. 31, 2019 | 11,585,111 | ||||||
Issuance of common stocks in connection with private placements | $ 17,000 | 15,083,000 | (13,500,000) | 1,600,000 | |||
Issuance of common stocks in connection with private placements, shares | 17,000,000 | ||||||
Net loss | (350,216) | (4,269) | (354,485) | ||||
Foreign currency translation adjustments | (2,302) | (2,302) | |||||
Balance at Mar. 31, 2020 | $ 28,585 | $ 53,606,170 | $ (32,741,256) | $ (135,000,000) | $ (336,583) | $ (12,841) | $ 7,044,075 |
Balance, shares at Mar. 31, 2020 | 28,585,111 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (354,485) | $ (1,829,826) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of leasing business assets | 79,578 | 46,858 |
Depreciation of property and equipment | 388 | 551 |
Amortization of right of use assets | 88,620 | |
Impairment on leasing business assets | 96,318 | |
Stock-based compensation to service providers | 884,208 | |
Changes in operating assets and liabilities: | ||
Other current assets | (119,043) | 29,320 |
Advances from customers | 39,892 | 23,180 |
Due to related parties | 238,775 | |
Other current liabilities | (21,674) | (9,242) |
Lease liabilities | (94,888) | |
Net Cash Used in Operating Activities | (142,837) | (758,633) |
Cash Flows from Investing Activities: | ||
Purchases of leasing business assets | (406,757) | |
Loans made to related parties | (2,356,766) | |
Loans made to third parties | (1,081,429) | (592,724) |
Net Cash Used in Investing Activities | (3,438,195) | (999,481) |
Cash Flows from Financing Activities: | ||
Proceeds from third party borrowings | 592,724 | |
Proceeds from borrowings from related parties | 1,063,278 | |
Net Cash Provided by Financing Activities | 1,063,278 | 592,724 |
Effect of exchange rate changes on cash and cash equivalents | 98,172 | 21,969 |
Net decrease in cash and cash equivalents | (2,419,582) | (1,143,421) |
Cash at beginning of period | 2,446,683 | 1,484,116 |
Cash at end of period | 27,101 | 340,695 |
Supplemental Cash Flow Information | ||
Cash paid for interest expense | ||
Cash paid for income tax | ||
Supplemental disclosure of Non-cash investing and financing activities | ||
Right-of-use assets obtained in exchange for operating lease obligations | 455,635 | |
Issuance of common stocks in connection with private placements, net of issuance costs with proceeds subsequently collected in April 2020 | 13,500,000 | |
Issuance of common stocks in connection with private placements, net of issuance costs with proceeds collected in advance in November 2019 | $ 1,600,000 |
Organization and Business Descr
Organization and Business Description | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS DESCRIPTION | 1. ORGANIZATION AND BUSINESS DESCRIPTION TD Holdings, Inc. ("TD" or "the Company"), is a holding company that was incorporated under the laws of the State of Delaware on December 19, 2011. On January 11, 2019, the Company changed its name to China Bat Group, Inc. and on June 3, 2019, further changed its name to Bat Group, Inc. On March 6, 2020, the Company amended its Certificate of Incorporation with the Secretary of State of Delaware to effect a name change to TD Holdings, Inc. Currently, the Company conducts business through two variable interest entities ("VIEs"), Beijing Tianxing Kunlun Technology Co. Ltd. ("Beijing Tianxing") and Shenzhen Huamucheng Trading Co., Ltd. (" "). The accompanying consolidated financial statements reflect the activities of Beijing Tianxing, Shenzhen Huamucheng and each of the following holding entities: Name Background Ownership HC High Summit Holding Limited ("HC High BVI") ● A BVI company ● Incorporated on March 22, 2018 ● A holding company 100% owned by the Company HC High Summit Limited ("HC High HK") ● A Hong Kong company ● Incorporated on April 16, 2018 ● A holding company 100% owned by HC High BVI Hao Limo Technology (Beijing) Co. Ltd. ● A PRC company and deemed a wholly foreign owned enterprise ("WOFE") ● Incorporated on May 10, 2018 ● Registered capital of $15 million ● A holding company WOFE, 100% owned by HC High HK Beijing Tianxing Kunlun Technology Co. Ltd. ("Beijing Tianxing")* ● A PRC limited liability company ● Incorporated on April 17, 2018 ● Registered capital of $31,839 (RMB 200,000) ● Engaged in operating leasing business of used luxurious cars VIE of Hao Limo Shenzhen Huamucheng Trading Co., Ltd. ("Huamucheng") ● A PRC limited liability company ● Incorporated on December 30, 2013 ● Registered capital of $1,417,736 (RMB 10 million) with registered capital fully paid-up ● Engaged in commodity trading business and providing supply chain management services to customers VIE of Hao Limo * As of March 31, 2020, Beijing Tianxing has six wholly owned subsidiaries, including: ● Beijing Tianrenshijia Apparel Co., Ltd. ● Beijing Blue Light Marching Technology Co., Ltd. ● Beijing Eighty Weili Technology Co., Ltd. ● Beijing Bat Riding Technology Co., Ltd ● Beijing Blue Light Riding Technology Co., Ltd., and ● Car Master (Beijing) Information Consulting Co., Ltd. In addition, the Company has one subsidiary over which the Company has 60% ownership, Beijing Blue Light Super Car Technology Co., Ltd. The remaining 40% of ownership interest is owned by an employee of the Company. Each of these subsidiaries owns a license to hold cars in Beijing or Zhejiang, and was either inactive or generated minimal revenues for the periods ended March 31, 2020 and 2019. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The interim unaudited condensed consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2020, have been restated (see Note 15). The unaudited condensed consolidated financial information as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 has been prepared without audit, pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim financial information should be read in conjunction with the audited financial statements and the notes thereto, included in the Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on May 29, 2020. In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company's consolidated financial statements for the year ended December 31, 2019. The results of operations for the three months ended March 31, 2020 and 2019 are not necessarily indicative of the results for the full years. (b) Consolidation of variable interest entities As of March 31, 2020 and December 31, 2019, the Company's business was primarily conducted through its two VIEs, Beijing Tianxing and Huamucheng. Beijing Tianxing is engaged in used luxurious car leasing business and Huamucheng is engaged in commodity trading and supply chain management business. The following financial statement balances reflect the financial positions of Beijing Tianxing and Huamucheng, which were included in the consolidated balance sheets as of March 31, 2020 and December 31, 2019, respectively: As of March 31, 2020 As of December 31, 2019 Beijing Huamucheng Total Beijing Tianxing Huamucheng Total (unaudited) (unaudited) (unaudited) Cash $ 5,780 $ 2,184 $ 7,964 $ 94,380 $ 1,730,793 $ 1,825,173 Loans receivable from third parties 1,374,581 - 1,374,581 1,364,125 - 1,364,125 Due from TD and Hao Limo* 990,195 - 990,195 966,882 - 966,882 Due from related parties 292,828 5,112,802 5,405,630 470,154 2,840,729 3,310,883 Other current assets 148,404 15,305 163,709 164,922 2,848 167,770 Investment in equity investees 553,154 - 553,154 562,807 - 562,807 Leasing business assets, net 2,306,133 - 2,306,133 2,426,109 - 2,426,109 Other noncurrent assets 43,162 375,363 418,525 18,186 - 18,186 Total Assets $ 5,714,237 $ 5,505,654 $ 11,219,891 $ 6,067,565 $ 4,574,370 $ 10,641,935 LIABILITIES Advances from customers $ 14,987 $ 39,283 $ 54,270 $ 15,249 $ - $ 15,249 Other current liabilities 317,481 381,212 698,693 218,688 207,834 426,522 Third party loan payables 2,045,250 141,052 2,186,302 2,080,941 315,729 2,396,670 Due to related parties 234,329 1,297,609 1,531,938 197,733 166,332 364,065 Due to TD and Hao Limo** 5,120,488 2,036,116 7,156,604 5,197,531 2,577,356 7,774,887 Other noncurrent liabilities - 52,352 52,352 - - - Total Liabilities $ 7,732,535 $ 3,947,624 $ 11,680,159 $ 7,710,142 $ 3,267,251 $ 10,977,393 * Receivable due from TD and Hao Limo is eliminated upon consolidation. ** Payable due to TD and Hao Limo is eliminated upon consolidation. The following financial statement amounts reflect the financial performances and cash flows of Beijing Tianxing and Huamucheng, which were included in the consolidated financial statements for the three months ended March 31, 2020 and 2019, respectively: For the Three Months Ended March 31, 2020 For the Three Months Ended March 31, 2019 Beijing Huamucheng Total Beijing Tianxing Huamucheng Total (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 14,051 $ 1,206,116 $ 1,220,167 $ 399,999 $ - $ 399,999 Cost of revenue $ (99,314 ) $ (1,055,860 ) $ (1,155,174 ) $ (237,651 ) $ - $ (237,651 ) Operating expenses $ (70,613 ) $ (264,900 ) $ (335,513 ) $ (702,041 ) $ - $ (702,041 ) Net loss $ (213,444 ) $ (70,583 ) $ (284,027 ) $ (529,230 ) $ - $ (529,230 ) For the Three Months Ended March 31, 2020 For the Three Months Ended March 31, 2019 Beijing Huamucheng Total Beijing Tianxing Huamucheng Total (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Net Cash Used in Operating Activities $ (94,559 ) $ (281,420 ) $ (375,979 ) $ (342,335 ) $ - $ (342,335 ) Net Cash Used in by Investing Activities (34,377 ) (2,356,766 ) (2,391,143 ) (999,481 ) - (999,481 ) Net Cash Provided by Financing Activities 40,607 912,932 953,539 592,724 - 592,724 Effect of Exchange Rate Changes on Cash (271 ) (3,355 ) (3,626 ) 20,390 - 20,390 Net Decrease in Cash (88,600 ) (1,728,609 ) (1,817,209 ) (728,702 ) - (728,702 ) Cash at Beginning of Period 94,380 1,730,793 1,825,173 991,385 - 991,385 Cash at End of Period $ 5,780 $ 2,184 $ 7,964 $ 262,683 $ - $ 262,683 (c) Foreign currency translation The reporting currency of the Company is United States Dollars ("US$"), which is also the Company's functional currency. HC High BVI and HC High HK maintain their book and records in US$, which is also their functional currency. The Company's PRC subsidiaries and VIEs maintain their books and records in its local currency, the Renminbi Yuan ("RMB"), which is their functional currencies as being the primary currency of the economic environment in which these entities operate. For financial reporting purposes, the financial statements of the PRC subsidiaries and VIEs prepared using RMB, are translated into the Company's reporting currency, US$, at the exchange rates quoted by www.oanda.com. Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders' equity is translated at historical exchange rates, except for the change in accumulated deficit during the year which is the result of the income statement translation process. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive loss in stockholders' equity. Translation of amounts from RMB into US$ has been made at the following exchange rates for the respective periods: March 31, December 31, Balance sheet items, except for equity accounts 7.0896 6.9680 For the Three Months Ended 2020 2019 Items in the statements of operations, comprehensive loss and statements of cash flows 6.9814 6.7485 Transactions denominated in currencies other than the functional currency are translated into prevailing functional currency at the exchange rates prevailing at the dates of the transactions. The resulting exchange differences are included in the consolidated statements of comprehensive loss. (d) Leasing business asset, net Leasing business asset, net, represents the automobiles that are underlying our automotive lease contracts and is reported at cost, less accumulated depreciation and net of impairment charges and origination fees or costs. Depreciation of vehicles is recorded on a straight-line basis to an estimated residual value over the useful life of nine years. We periodically evaluate our depreciation rate for leased vehicles based on expected residual values and adjust depreciation expense over the remaining life of the lease if deemed necessary. We have significant investments in the residual values of the assets in our operating lease portfolio. The residual values represent an estimate of the values of the assets at the end of the lease contracts. At contract inception, we determine pricing based on the projected residual value of the lease vehicle. This evaluation is primarily based on a proprietary model, which includes variables such as age, expected mileage, seasonality, segment factors, vehicle type, economic indicators, production cycle, automotive manufacturer incentives, and shifts in used vehicle supply. This internally-generated data is compared against third-party, independent data for reasonableness. Realization of the residual values is dependent on our future ability to market the vehicles under the prevailing market conditions. Over the life of the lease, we evaluate the adequacy of our estimate of the residual value and make adjustments to the depreciation rates to the extent the expected value of the vehicle at lease termination changes. In addition to estimating the residual value at lease termination, we also evaluate the current value of the leasing business asset and test for impairment to the extent necessary when there is an indication of impairment based on market considerations and portfolio characteristics. Impairment is determined to exist if fair value of the leased asset is less than carrying value and it is determined that the net carrying value is not recoverable. The net carrying value of a leased asset is not recoverable if it exceeds the sum of the undiscounted expected future cash flows expected to result from the lease payments and the estimated residual value upon eventual disposition. If our leasing business assets are considered to be impaired, the impairment is measured as the amount by which the carrying amount of the assets exceeds the fair value as estimated by discounted cash flows. We recognize rental income on our operating leases when collection is reasonably assured. (e) Income from operating lease Income from operating lease represents lease origination fees and rental fee, netting off lease origination costs. In accordance with ASC 842, Leases, the Company recognized the income from operating lease on a straight-line basis over the scheduled lease term. (f) Revenue recognition The Company generates income or revenue from the following source (1) income from operating lease of luxury cars, which is accounted for in accordance with ASC 842, Leases, the Company recognized the income from operating lease on a straight-line basis over the scheduled lease term; (2) Revenue associated with commodity trading and revenue associated with supply chain management services are accounted for in accordance with ASC 606. On January 1, 2019, the Company adopted ASC Topic 606 Revenue from Contracts with Customers ("ASC 606") using the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. This new guidance provides a five-step analysis in determining when and how revenue is recognized. Under the new guidance, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the new guidance requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company has assessed the impact of the new guidance by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer of control and principal versus agent considerations. Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of Topic 606 and therefore there was no material changes to the Company's consolidated financial statements upon adoption of ASC 606. Revenue from sales of commodity products In December 2019, the Company started its commodity trading business through its VIE Huamucheng. The commodity trading business primarily involves purchasing non-ferrous metal product, including aluminium ingots, copper, silver, and gold from upstream metal and mineral suppliers and then selling to downstream customers. The Company makes advance payments to upstream suppliers to purchase the metal products, requests suppliers to ship products to designated warehouse. Upon obtaining purchase orders and receipt of full advance payments from downstream customers, the Company instructs warehouse agent to transfer ownership of products to customers. The transaction is normally completed within a short period of time, ranging from a few days to a month. The Company's contracts with customers for metal commodity trading are fixed-price contracts. The Company does not grant customers with incentives or return rights, and therefore, there is no variable considerations derived from the contracts. The Company acts as the principal because the Company is responsible for fulfilling the promise to provide the specified metal products to customers, is subject to inventory risk before the product ownership and risk are transferred and has the discretion in establishing prices. As a result, revenue is recognized on a gross basis. The Company recognizes revenue when the product ownership is transferred to its customers. For the three months ended March 31, 2020, the Company sold non-ferrous metal products to two related party customers and generated revenue of $1,053,632. Revenue from supply chain management services In connection with the Company's commodity sales, in order to help customers to obtain sufficient funds to purchase various metal products and also help metal and mineral suppliers to sell their metal products, the Company launched its supply chain management service business in December 2019, which primarily consisted of loan recommendation service fees and commodity distribution service fees. For the three months ended March 31, 2020, the Company provided distribution services to customers. - Commodity distribution service fees The Company utilizes its sales and marketing expertise and customer network to introduce customers to large metal and mineral suppliers, and facilitate metal product sales between the suppliers and the customers. The Company merely acts as an agent in this type of transaction and earns a commission fee based on the percentage of volume of metal products that customers purchase. Distribution service fees are recognized as revenue when the Company successfully facilitates sales transactions between suppliers and customers. For the three months ended March 31, 2020, the Company earned distribution service fees of $108,837 from two third-party customers and distribution service fees of $43,647 from one related party customer. (g) Income taxes The Company accounts for income taxes in accordance with the U.S. GAAP for income taxes. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes. The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is probable that taxable income to be utilized with prior net operating loss carried forward. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain 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 amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company did not have unrecognized uncertain tax positions or any unrecognized liabilities, interest or penalties associated with unrecognized tax benefit as of March 31, 2020 and December 31, 2019. As of March 31, 2020, all of the Company's income tax returns for the tax years ended December 31, 2015 through December 31, 2019 remain open for statutory examination by relevant tax authorities. (h) Risks and uncertainties 1) Credit risk Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents. The maximum exposure of such assets to credit risk is their carrying amount as at the balance sheet dates. As of March 31, 2020, approximately $17,187 was deposited with a bank in the United States which was insured by the government up to $250,000. As of March 31, 2020 and December 31, 2019, approximately $9,914 and $2,399,300, respectively, were primarily deposited in financial institutions located in Mainland China, which were uninsured by the government authority. To limit exposure to credit risk relating to deposits, the Company primarily place cash deposits with large financial institutions in China which management believes are of high credit quality. The Company's operations are carried out in Mainland China. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC's economy. In addition, the Company's business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, rates and methods of taxation, and the extraction of mining resources, among other factors. (b) Liquidity risk The Company is also exposed to liquidity risk which is risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn to other financial institutions and the owners to obtain short-term funding to meet the liquidity shortage. (c) Foreign currency risk Substantially all of the Company's operating activities and the Company's major assets and liabilities are denominated in RMB, except for the cash deposit of approximately $17,187 which was in U.S. dollars as of March 31, 2020, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples' Bank of China ("PBOC") or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers' invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Where there is a significant change in value of RMB, the gains and losses resulting from translation of financial statements of a foreign subsidiary will be significant affected. (d) VIE risk It is possible that the Company's VIE agreements with Beijing Tianxing, and Huamucheng would not be enforceable in China if PRC government authorities or courts were to find that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event that the Company were unable to enforce these contractual arrangements, the Company would not be able to exert effective control over the VIEs. Consequently, the VIEs' results of operations, assets and liabilities would not be included in the Company's consolidated financial statements. If such were the case, the Company's cash flows, financial position, and operating performance would be materially adversely affected. |
Loans Receivable from Third Par
Loans Receivable from Third Parties | 3 Months Ended |
Mar. 31, 2020 | |
Loan Receivable From Third Parties [Abstract] | |
LOANS RECEIVABLE FROM THIRD PARTIES | 3. LOANS RECEIVABLE FROM THIRD PARTIES Accounts receivable, net consist of the following: March 31, 2020 December 31, Loans receivable from third parties $ 3,046,338 $ 2,005,927 Less: loan receivable from third parties, current 2,996,970 1,955,697 Loan receivable from a third party, noncurrent $ 49,368 $ 50,230 During the three months ended March 31, 2020 and 2019, the Company entered into loan agreements with two and two third parties, respectively, and advanced an aggregate of $1,081,429 and $592,724, respectively, to these third parties as interest-bearing loans. The interest rate ranges between 9% and 16% per annum. As of March 31, 2020, the balances of loan principal and interest payment were due in September 2020 through August 2021. The Company classified loan receivables due within one year as current assets, and those due over one year as noncurrent assets. Management periodically assesses the collectability of these third-party loans receivable. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of March 31, 2020 and December 31, 2019, there was no allowance recorded as the Company considers all of the loans receivable fully collectible. In April 2020, the Company terminated certain third-party loan receivable contracts and collected approximately $1.0 million loans receivable from these third-parties. Interest income of $73,480 and $12,429 was accrued for the three months ended March 31, 2020 and 2019. As of March 31, 2020 and December 31, 2019, the Company recorded an interest receivable of $204,657 and $133,742 as reflected under "other current assets" in the consolidated balance sheets. |
Investments in Equity Investees
Investments in Equity Investees | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN EQUITY INVESTEES | 4. INVESTMENTS IN EQUITY INVESTEES As of March 31, 2020, the Company's investments in equity investees were comprised of the following: Investment % of ownership Investment Chengdu Jianluo Technology Co., Ltd. ("Chengdu Jianluo") (a) $ 282,103 40 % June 28, 2019 Shanghai Huxin Technology Co., Ltd. ("Shanghai Huxin") (a) 282,103 40 % July 4, 2019 Hangzhou Yihe Network Technology Co., Ltd. ("Hangzhou Yihe") (b) 410,000 20 % December 17, 2019 974,206 Less: Share of results of equity investees (11,052 ) $ 963,154 (a) On June 28, 2019 and July 4, 2019, the Company made investments of $282,103 (RMB 2,000,000) and $282,103 (RMB 2,000,000), for 40% of the ownership interest in each of these two investees, respectively. The purpose of such investment is to establish a cooperative business partnership with these investees and utilize their marketing strength and customer network to bring in more customers for the Company's car leasing services in Chengdu and Shanghai markets. (b) October 14, 2019, the Company entered into an agreement with Hangzhou Yihe and agreed to issue 1,253,814 shares of the Company's common stock to acquire 20% equity interest in Hangzhou Yihe. Hangzhou Yihe was engaged in car leasing business, and the acquisition was for the purpose of producing synergy between the Company and Hangzhou Yihe so as to promote car leasing business in Zhejiang province. For the three months ended March 31, 2020, the three equity investees were closed as affected by COVID-19. As a result, the Company had no share of results of equity investees for the period. As of March 31, 2020 and December 31, 2019, the balance of share of results of equity investees was $11,052 and $11,245, respectively. Because these equity investees gradually resumed work since April, the Company expected the closure was temporary, and the decline in fair value below the carrying value is not other-than-temporary. As of March 31, 2020, the Company did not provide impairment against the investments in equity investees. |
Leasing Business Assets, Net
Leasing Business Assets, Net | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASING BUSINESS ASSETS, NET | 5. LEASING BUSINESS ASSETS, NET As of March 31, 2020 and December 31, 2019, the Company had investments in eleven and eleven used luxury cars, respectively. As of March 31, 2020 and December 31, 2019, the Company, by reference to the market price, determined the fair value of nil and four used luxurious car were below the original carrying amount of the leased asset and had accumulated impairment of $316,683 and $322,210, respectively. For the three months ended March 31, 2020 and 2019, the Company recorded impairment of $nil and $96,318, respectively, for these leasing business assets. As of the March 31, 2020 and December 31, 2019, the balance of the used luxurious cars is comprised of the following: March 31, December 31, Used luxury cars $ 2,747,194 $ 2,795,136 Less: accumulated depreciation (441,061 ) (369,027 ) $ 2,306,133 $ 2,426,109 For the three months ended March 31, 2020 and 2019, the Company charged depreciation expenses of $79,578 and $46,858 on used luxurious cars, respectively. As of March 31, 2020 and December 31, 2019, eight used luxurious cars with an aggregated carrying amount of $1,883,879 were pledged for borrowings from third parties (Note 6). |
Third Party Loan Payables
Third Party Loan Payables | 3 Months Ended |
Mar. 31, 2020 | |
Third Parties Loans [Abstract] | |
THIRD PARTY LOAN PAYABLES | 6. THIRD PARTY LOAN PAYABLES March 31, December 31, Third party loan payables $ 2,369,669 $ 2,367,967 The borrowings are due through December 2020. The purpose of such borrowings was to use the funds to purchase used luxurious cars. The interest rate charged on the borrowings ranged between 7% and 11.5%. For the three months ended March 31, 2020 and 2019, the Company accrued interest expenses of $98,115 and $6,869 on the borrowings, respectively. As of March 31, 2020 and December 31, 2019, eight used luxurious cars with an aggregated carrying amount of $1,883,879 were pledged for borrowings from third parties (see Note 5). |
Stock Subscription Advance from
Stock Subscription Advance from Shareholders | 3 Months Ended |
Mar. 31, 2020 | |
Stock Subscription Advances From Shareholders [Abstract] | |
STOCK SUBSCRIPTION ADVANCE FROM SHAREHOLDERS | 7. STOCK SUBSCRIPTION ADVANCE FROM SHAREHOLDERS On November 21, 2019, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell an aggregate of 2,000,000 shares of its common stock, par value $0.001 per share, at a per share purchase price of $0.80. As of December 31, 2019, the Company received the proceeds of $1,600,000 in advance from these investors and recorded the amount as "stock subscription advance from shareholder". On February 5, 2020, the Company issued 2,000,000 shares of Common Stock to the Purchasers, and reversed the amount in the account of "stock subscription advance from shareholder". As of March 31, 2020 and December 31, 2019, the Company had stock subscription advance from shareholder of $nil and $1,600,000, respectively. |
Capital Transactions
Capital Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
CAPITAL TRANSACTIONS | 8. CAPITAL TRANSACTIONS Common Stock On January 22, 2020, the Company entered into certain securities purchase agreement with certain investors, pursuant to which the Company agreed to sell an aggregate of 15,000,000 shares of Common Stock, at a per share purchase price of $0.90. The transaction was consummated on March 23, 2020 by issuance of 15,000,000 shares of Common Stock. The Company received proceeds of $13,500,000 in April 2020. Convertible Promissory Notes On January 22, 2020, the Company also agreed to sell unsecured senior convertible promissory notes ("Notes") in the aggregate principal amount of $30,000,000 accompanied by warrants to purchase 20,000,000 shares of Common Stock issuable upon conversion of the Notes at an exercise price of $1.80. On March 23, 2020, the Company issued the Notes and Warrants to the investors. The Notes have a maturity date of 12 months with an interest rate of 7.5% per annum. Holders have the right to convert all or any part of the Notes into shares of Common Stock at a conversion price of $1.50 per share 30 days after its date of issuance. The Company retains the right to prepay the Note at any time prior to conversion with an amount in cash equal to 107.5% of the principal that the Company elects to prepay. The Warrants are exercisable immediately upon the date of issuance at the exercise price of $1.80 for cash (the " Warrant Shares "). The Warrants may also be exercised cashless if at any time after the six-month anniversary of the issuance date. There is no effective registration statement registering, or no current prospectus available for the resale of the Warrant Shares, if exercised, The Warrants will expire five years from date of issuance. The Warrants are subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions. The Warrants contain a mandatory exercise right for the Company to force exercise of the Warrants if the Company's common stock trades at or above $3.00 for 20 consecutive trading days, provided, among other things, that the shares issuable upon exercise of the are registered or may be sold pursuant to Rule 144 and the daily trading volume exceeds 300,000 shares of Common stock per trading day on each trading day in a period of 20 consecutive trading days prior to the applicable date. In April 2020, the Holders elected to convert the Notes at a conversion price of $1.50 per share and also exercise the Warrants at an exercise price of $1.80 per share, and paid a cash consideration of $36,000,000 for the exercise of the Warrants by April 15, 2020. As a result, an aggregate of 40,000,000 shares of the Company's Common Stock were issued o n May 18, 2020. During July 2020 through August 2020, the holders of warrants issued in direct offering closed on April 11, 2019 ("April Offer") elected to exercise 167,978 shares of warrants at an exercise price of $2.2, and exercise 1,502,022 shares of warrants at cashless exercise. The Company received proceeds of $369,522 through escrow account and issued 545,401 shares of common stocks. 10, 2021, the Company entered into certain waiver and warrant exercise agreements (the " Exercise Agreement Warrant Shares Because the Company did not receive the proceeds until April 2020, the Holders did not have the conversion rights of either convertible notes or warrants until payment were made. Accordingly the Company did not record accounting book on the transaction. Warrants A summary of warrants activity for the three months ended March 31, 2020 was as follows: Number of Weighted Expiration Balance of warrants outstanding as of December 31, 2019 3,033,370 4.38 years Grant of warrants during the three months ended March 31, 2020 - Exercise of warrants during the three months ended March 31, 2020 - Forfeiture of warrants during the three months ended March 31, 2020 - Balance of warrants outstanding as of March 31, 2020 3,033,370 3.78 years As of March 31, 2020 and December 31, 2019, the Company had 3,033,370 shares of warrants, among which 273,370 shares of warrants were issued to two individuals in private placements, and 2,760,000 shares of warrants were issued in two direct offerings closed on May 20, 2019 ("May Offering") and April 11, 2019 ("April Offering") In connection with April Offering, the Company issued warrants to investors to purchase a total of 1,680,000 ordinary shares with a warrant term of five (5) years. The warrants have an exercise price of $2.20 per share. On May 20, 2019, the exercise price was reduced to $1.32, and on August 30, 2019 the exercise price was revised to $2.20. In connection with May Offering, the Company issued warrants to investors to purchase a total of 1,080,000 ordinary shares with a warrant term of five and a half (5.5) years. The warrants have an exercise price of $1.32 per share. On August 30, 2019, the Company updated the estimation of fair value of warrants issued on April 11, 2019 as a result of the change in exercise price of the warrants from $1.32 to $2.20. Accordingly the fair value of the Replacement Warrant decreased from $1,638,000 to $1,357,440. Both warrants are subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions, but not as a result of future securities offerings at lower prices. The warrants did not meet the definition of liabilities or derivatives, and as such they are classified as an equity. On April 11, 2019 and May 20, 2019, the Company estimated fair value of the both warrants at $1,638,000 and $762,480, respectively, using the Black-Scholes valuation model, which took into consideration the underlying price of ordinary shares, a risk-free interest rate, expected term and expected volatility. As a result, the valuation of the warrant was categorized as Level 3 in accordance with ASC 820, "Fair Value Measurement". The key assumption used in estimates are as follows: April 11, August 30, May 20, 2019 2019 2019 (Replacement Warrants) Terms of warrants 60 months 55.3 months 66 months Exercise price 1.32 2.20 1.32 Risk free rate of interest 2.77 % 2.77 % 2.77 % Dividend yield 0.00 % 0.00 % 0.00 % Annualized volatility of underlying stock 55.6 % 63.45 % 57.04 % |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Loss per share - basic and diluted | |
LOSS PER SHARE | 9. LOSS PER SHARE The following table sets forth the computation of basic and diluted loss per common share for the three months ended March 31, 2020, respectively: For the Three Months Ended 2020 2019 Net loss attributable to TD Holdings, Inc.'s Stockholders $ (354,485 ) $ (1,829,826 ) Weighted Average Shares Outstanding-Basic and Diluted 13,673,023 5,169,041 Loss per share - basic and diluted Net loss per share – basic and diluted $ (0.03 ) $ (0.35 ) Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is the same as basic loss per share due to the lack of dilutive items in the Company for the three months ended March 31, 2020 and 2019. The number of warrants is excluded from the computation as the anti-dilutive effect. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES Effective January 1, 2008, the New Taxation Law of PRC stipulates that domestic enterprises and foreign invested enterprises (the "FIEs") are subject to a uniform tax rate of 25%. Under the PRC tax law, companies are required to make quarterly estimate payments based on 25% tax rate; companies that received preferential tax rates are also required to use a 25% tax rate for their installment tax payments. The overpayment, however, will not be refunded and can only be used to offset future tax liabilities. The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the three months ended March 31, 2020, the Company had no unrecognized tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred tax assets for certain subsidiaries and a VIE. As of March 31, 2020 and December 31, 2019, the Company had deferred tax assets of $3,652,525 and $3,574,333, respectively. The Company maintains a full valuation allowance on its net deferred tax assets as of March 31, 2020. The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense. For the three months ended March 31, 2020 and 2019, the Company had current income tax expenses of $nil and $nil, respectively, and deferred income tax expenses of $nil and $nil, respectively. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. The Company is subject to income taxes in the PRC. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. There were no uncertain tax positions as of March 31, 2020 and December 31, 2019 and the Company does not believe that its unrecognized tax benefits will change over the next twelve months. |
Related Party Transactions and
Related Party Transactions and Balances | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 11. RELATED PARTY TRANSACTIONS AND BALANCES 1) Nature of relationships with related parties Name Relationship with the Company Chengdu Jianluo Technology Co., Ltd. ("Chengdu Jianluo") An associate of the Company, over which the Company has 40% equity interest and exercises significant influence Shanghai Huxin Technology Co., Ltd. ("Shanghai Huxin") An associate of the Company, over which the Company has 40% equity interest and exercises significant influence Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. ("Qianhai Baiyu") Controlled by Mr. Zhiping Chen, the legal representative of Huamucheng Guangzhou Chengji Investment Development Co., Ltd. Controlled by Mr. Weicheng Pan, who is an independent director of the Company. Tongdow E-commerce Group Co., Ltd. ("TD E-commerce") Controlled by an immediate family member of Chief Executive Officer of the Company Shenzhen Tongdow International Trade Co., Ltd. ("TD International Trade") Controlled by an immediate family member of Chief Executive Officer of the Company Yunfeihu International E-commerce Group Co., Ltd ("Yunfeihu") An affiliate of the Company, over which an immediate family member of Chief Executive Officer owns equity interest and plays a role of director and senior management Shenzhen Meifu Capital Co., Ltd. ("Shenzhen Meifu") Controlled by Chief Executive Officer of the Company Jiaxi Gao Chief Executive Office of the Company prior to January 9, 2020 Guotao Deng Legal representative of Huamucheng before December 31, 2019 Tao Sun Senior Management of the Company Shun Li Legal representative of Beijing Tianxing Lu Zhao Senior Management of the Company 2) Balances with related parties As of March 31, 2020 and December 31, 2019, the balances with related parties were as follows: - Due from related parties March 31, December 31, Qianhai Baiyu (i) $ 4,360,948 $ 2,840,728 Yunfeihu (ii) 750,443 - Chengdu Jianluo (iii) 444,587 452,346 Shanghai Huxin (iv) 17,503 17,809 TD E-commerce (iv) 1,410 - Total Due from related parties $ 5,574,891 $ 3,310,883 (i) The balance due from Qianhai Baiyu represented a loan principal and interest due from the related party. For the three months ended March 31, 2020, the Company provided loans aggregating $1,593,260 to Qianhai Baiyu. The Company charged the related party interest rates 10% per annum. Principal and interest are repaid on maturity of the loan. Interest income amounted to $54,193 and $nil for the three months ended March 31, 2020 and 2019. The balance of due from Qianhai Baiyu is fully collected as of the date of this report. (ii) The balance due from Yunfeihu represented a loan principal and interest due from the related party. For the three months ended March 31, 2020, the Company provided loans aggregating $750,279 to Yunfeihu. The Company charged the related party interest rates 10% per annum. Principal and interest are repaid on maturity of the loan. Interest income amounted to $11,794 and $nil for the three months ended March 31, 2020 and 2019. The balance of due from Yunfeihu is fully collected as of the date of this report. (ii) As of March 31, 2020, the balance due from Chengdu Jianluo consisted of receivables for transfers of two used luxurious cars at consideration aggregating $461,302, netting off against car-related fees due to the related party of $16,715. As of December 31, 2019, the balance due from Chengdu Jianluo consisted of receivables for transfers of two used luxurious cars at consideration aggregating $461,513, netting off against car-related fees due to the related party of $17,006. The balance was fully collected as of the date of this report. (iv) The balance due from Shanghai Huxin represented a loan due from the related party. The balance is collected on demand, and no interest income is charged to the associate. The balance was fully collected as of the date of this report. - Due to related parties, current March 31, December 31, Guangzhou Chengji (1) $ 1,920,589 $ 970,318 Shenzhen Meifu (2) 235,131 - Lu Zhao (3) 70,306 33,269 Jiaxi Gao (4) 7,994 8,134 Tao Sun (4) 6,515 4,206 Guotao Deng (4) - 1,435 Total $ 2,240,535 $ 1,017,362 (1) The balance due to Guangzhou Chengji represents loan principal and interest due to the related parties. The loan has an interest rate of 8% per annum with a maturity date of September 4, 2020. For the three months ended March 31, 2020, the Company borrowed a loan of $948,863 from Guangzhou Chengji. The Loan has an annual interest rate of 8% and a maturity date of December 4, 2020. For the three months ended March 31, 2020, the Company accrued interest expenses of $32,270. (2) As of March 31, 2020, the balance due to Shenzhen Meifu represented advances from the related party for supply chain management services. (3) As of March 31, 2020 and December 31, 2019, the balance due to Lu Zhao consisted of the operating expenses of $2,821 and $2,870, respectively, which was paid by the related party on behalf the Company and is payable on demand and interest free, and loan principal and interest aggregating $67,485 and $$30,399 due to the related party. For the three months ended March 31, 2020, the Company borrowed loans aggregating $36,617 form Mr. Lu Zhao, a senior management of the Company. The loan will expire on December 24, 2020. The interest rate charged on the borrowing was 10%. For the three months ended March 31, 2020, the Company accrued interest expenses of $1,574. (4) The balances due to Jiaxin Gao, Guotao Deng and Tao Sun represents the operating expenses paid by the related parties on behalf of the Company. The balance is payable on demand and interest free. Mr. Guotao Deng was a legal representative before December 31, 2019, thus he was not a related party of the Company from January 1, 2020. - Due to related parties, noncurrent March 31, December 31, Tao Sun $ 149,515 $ 152,124 The balance of related party loan was payable in September 2022, with an interest rate of 9.5% per annum. For the above mentioned related party borrowings, interest expense amounted to $36,260 and $nil for the three months ended March 31, 2020 and 2019, respectively. 3) Transactions with related parties - Revenues generated from related parties For the three months ended March 31, 2020, the Company generated revenues from below related party customers: For the Three Months Ended 2020 2019 Revenue from sales of commodity products Yunfeihu $ 669,995 $ - TD International Trade 383,637 1,053,632 - Revenue from supply chain management services Yunfeihu 43,647 - Total revenues generated from related parties $ 1,097,279 $ - |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 12. SEGMENT REPORTING In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM"), or decision making group, in deciding how to allocate resources and in assessing performance. The Company uses the "management approach" in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different services. For the three months ended March 31, 2020, the Company has two operating business lines, including business with metal products trading and supply chain management services business conducted by Huamucheng ("Commodity Trading and Supply Chain Management Services" or "Huamucheng Business") and used luxurious car leasing business conducted by Beijing Tianxing ("Used Car Leasing" or "Tianxing Business"). Based on management's assessment, the Company has determined that the two operating business lines are two operating segments as defined by ASC 280. For the three months ended March 31, 2019, the Company had one operating business line and one reporting unit. The following table presents summary information by segment for the three months ended March 31, 2020 and 2019: For the Three Months Ended Tianxing Huamucheng Unallocated Total Revenue $ 14,051 $ 1,206,116 $ - $ 1,220,167 Cost of revenue and related tax (99,314 ) (1,055,860 ) - (1,155,174 ) Gross profit $ (85,263 ) $ 150,256 $ - $ 64,993 Interest (expense) income, net $ (57,425 ) $ 44,061 $ 19,001 $ 5,637 Income tax expense $ - $ - $ - $ - Segment (loss) profit $ (213,444 ) $ (70,583 ) $ (70,458 ) $ (354,485 ) Segment assets as of March 31, 2020 $ 4,724,042 $ 5,505,654 $ 2,384,485 $ 12,614,181 For the Three Months Ended Tianxing Huamucheng Unallocated Total Revenue $ 399,999 $ - $ - $ 399,999 Cost of revenue and related tax (237,651 ) - - (237,651 ) Gross profit $ 162,348 $ - $ - $ 162,348 Interest income, net $ 10,463 $ - $ - $ 10,463 Income tax expense $ - $ - $ - $ - Segment loss $ (1,829,826 ) $ - $ - $ (1,829,826 ) Segment assets as of March 31, 2019 $ 2,941,747 $ - $ - $ 2,941,747 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES 1 Lease Commitments The Company's VIEs lease their offices which are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. The Company leases offices space with terms ranging from one to two years. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for lease payment is recognized on a straight-line basis over the lease term. Leases with initial term of 12 months or less are not recorded on the balance sheet. The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company's leases do not provide a readily determinable implicit rate. Therefore, the Company discount lease payments based on an estimate of its incremental borrowing rate. As of March 31, 2020, the Company had two lease contracts with lease expiration in June 2021 and September 2020, respectively. The lease contract does not contain any material residual value guarantees or material restrictive covenants. The table below presents the operating lease related assets and liabilities recorded on the balance sheet. March 31, December 31, Rights of use lease assets $ 401,034 $ 41,188 Operating lease liabilities, current $ 302,028 $ - Operating lease liabilities, noncurrent 52,352 - Total operating lease liabilities $ 354,380 $ - As of March 31, 2020 and December 31, 2019, the weighted average remaining lease term was 1.09 years and 0.71 years, respectively, and discount rates were 4.75% for all of the operating leases. Lease expenses for the three months ended March 31, 2020 and 2019 were $95,124 and $16,624, respectively. The following is a schedule, by years, of maturities of lease liabilities as of March 31, 2020: Twelve months ended March 31, 2021 $ 312,413 Twelve months ended March 31, 2022 52,663 Total lease payments 365,076 Less: imputed interest (10,696 ) Present value of lease liabilities $ 354,380 2 Contingencies a 2015 Derivative Action On February 3, 2015, a purported shareholder Kiran Kodali filed a putative shareholder derivative complaint against the Company, alleging that the Company and its former officers and directors violated their fiduciary duties, grossly mismanaged the Company and were unjustly enriched based upon the transfer that was the subject of the Internal Review and other grounds substantially similar to those asserted in the class action complaints. On July 16, 2019, the Company received a copy of the final order and judgment that the Court entered on July 11, 2019, approving the settlement set forth in the Stipulation. The Stipulation provides for dismissal of the Derivative Action as to the Company and the Individual Defendants, and the Company agrees to adopt or maintain certain corporate governance reforms for at least three years. The Stipulation also provides for attorneys' fees and expenses to be paid by the Individual Defendants' insurance carriers to plaintiffs' counsel. b 2017 Arbitration with Sorghum On December 21, 2017, the Company delivered notice ("Notice") to Sorghum notifying Sorghum that certain recent actions of Sorghum constituted breaches of Sorghum's covenants under the Exchange Agreement. Specifically, we believe that Sorghum is in breach of Section 6.9 (a and Section 6.11 (b of the Exchange Agreement which required Sorghum to use commercially reasonable efforts and to cooperate fully with the other parties to consummate the transactions contemplated by the Exchange Agreement and to make its directors, officers and employees available in connection with responding in a timely manner to SEC comments. According to the terms of the Exchange Agreement, the Company is entitled to terminate the Exchange Agreement if the breach is not cured within twenty (20 days after the Notice is provided to Sorghum. On January 25, 2018, the Company filed an arbitration demand ("Arbitration Demand" with the American Arbitration Association ("AAA" against Sorghum in connection with Sorghum's breach of the Exchange Agreement. On July 30, 2018, Arbitrator entered a reasoned award, accepting the Company's proposal for resolution, awarding the Company damages of $1,436,522 against Sorghum and denying Sorghum's Counterclaim against the Company in its entirety with prejudice. Sorghum has sought to vacate the arbitration award by filing a petition to vacate the arbitration award in the Supreme Court for the State of New York, New York County. The Court heard the Company and Sorghum's arguments on May 1, 2019, and entered an order vacating the arbitration award. The Company vigorously opposed and moved to confirm the arbitration award on May 6, 2019. On June 5, 2019, the Company filed a notice of appeal with the New York Supreme Court Appellate Division First Department. The appeal was scheduled to be mediated on November 20, 2019. On November 15, 2019, the Company withdrew its appeal filed June 5, 2019, upon the stipulation of the parties and accordingly, the arbitration award is deemed to be vacated. c 2018 Court Matter with Shanghai Nonobank Financial Information Service Co. Ltd. On August 2, 2018, the Company became party to an action filed by Shanghai Nonobank Financial Information Service Co. Ltd. ("Plaintiff") in the Supreme Court for the State of New York, New York County ("NY Supreme Court" (Index No. 653834/2018 (the "Action"). Plaintiff's complaint seeks to recover approximately $3.5 million of Plaintiff's funds that were allegedly required to be held in escrow in New York pursuant to an agreement by and between Plaintiff, Yang Jie and Yi Lin (the "Complaint"). Plaintiff has alleged that the funds were required to be held in escrow in a New York attorney trust account pending the alleged consummation of a merger between Plaintiff's parent company and the Company. Plaintiff alleged two causes of action against the Company for fraud/fraudulent inducement and conversion. On August 30, 2018, the Company filed a motion to dismiss Plaintiff's causes of action against the Company. The Court has scheduled oral arguments on the Company's motion to dismiss for May 1, 2019. On July 15, 2019, the Company received a copy of the decision and order the Court entered on July 12, 2019, granting the Company's motion to dismiss the Complaint in its entirety as against the Company without prejudice, with costs and disbursements to the Company as taxed by the Clerk of the Court, and the Clerk is directed to enter judgment accordingly in favor of the Company. d 2020 Court Matter with Harrison Fund On April 6, 2020, the Company filed a lawsuit against Harrison Fund, LLC ("Harrison Fund") in the United States District Court for the Northern District of California (the "District Court") (Case No. 3:20-cv-2307). The Company had invested $1,000,000 in Harrison Fund around May 2019. However, Harrison Fund had been reluctant to disclose related investment information to the Company and it was discovered that certain information presented on Harrison Fund's brochure appeared to be problematic. The Company demanded a return of its investment from Harrison Fund. When the Company failed to obtain a response from Harrison Fund, it filed the complaint against Harrison Fund seeking to recover the $1,000,000 investment. Due to the uncertainty arising from this pending legal proceeding, a full impairment has been applied against the Company's investment in financial products. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS Please see "Note 8 – Capital Transactions" for all subsequent capital transactions |
Restatement of Consolidated Fin
Restatement of Consolidated Financial Statements | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS | 15. RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS The Company has noted the following errors in relation to its consolidated financial statements for the three months ended March 31, 2020 that had been filed on June 26, 2020. The errors related to the correction of revenue recognition from supply chain management services, and identification of related parties. 1) Revenue recognition from supply chain management services Pursuant to the accounting policy on revenue recognition for loan recommendation services, such revenue is recognized at the point when referral services are performed and the related funds are drawdown by customer. For the three months ended March 31, 2020, the Company recognized revenues before related funds are drawdown by the customer. As a result, the Company made an accounting adjustment reflected in the restated consolidated financial statements. Accordingly, revenue from supply chain management services decreased by $262,893, income tax expenses decreased by $48,380 and net loss increased by $214,513, while advance from customers and due to related parties increased by $39,283 and 235,131, respectively, income tax payable decreased by $47,642 and other tax liabilities – other tax payable decreased by $15,533. 2) Identification of related parties For the three months ended March 31, 2020, the Company did not identify companies controlled or exercised significant influences by an immediate family of the Chief Executive Officer as related parties. The Company restated the consolidated financial statements by classification of the balances due from/to these related parties from other current assets and other current liabilities. In addition, the Company presented revenues from related parties under a standalone caption in the consolidated statements of operations and comprehensive loss. The following table sets forth the adjustment to the Company's results of operations compared to the previously reported consolidated financial statements. The effects of the restatement on the Company's consolidated balance sheet as of March 31, 2020 are as follows: As of March 31, 2020 As Previously Adjustments As Restated Current Assets Loans receivable from third parties $ 3,735,799 $ (738,829 ) $ 2,996,970 Due from related parties $ 4,823,038 $ 751,853 $ 5,574,891 Other current assets $ 291,063 $ (13,024 ) $ 278,039 Current Liabilities Advances from customers $ 14,987 $ 39,283 $ 54,270 Due to related parties $ 2,005,891 $ 234,644 $ 2,240,535 Income tax payable $ 62,124 $ (47,642 ) $ 14,482 Other current liabilities $ 402,301 $ (15,046 ) $ 387,255 Total Current Liabilities $ 5,157,000 $ 211,239 $ 5,368,239 Total Liabilities $ 5,358,867 $ 211,239 $ 5,570,106 Equity Accumulated deficit $ (32,526,743 ) $ (214,513 ) $ (32,741,256 ) Accumulated other comprehensive loss $ (339,857 ) $ 3,274 $ (336,583 ) Total Shareholders' Equity $ 7,268,155 $ (211,239 ) $ 7,056,916 Total Equity $ 7,255,314 $ (211,239 ) $ 7,044,075 The effects of the restatement on the Company's consolidated statements of operations and comprehensive loss for the three months ended March 31, 2020 are as follows: For the three months ended As Previously Adjustments As Restated Revenues - Sales of commodity products $ 1,053,632 $ (1,053,632 ) $ - - Sales of commodity products – related parties $ - $ 1,053,632 $ 1,053,632 - Supply chain management services $ 415,377 $ (306,540 ) $ 108,837 - Supply chain management services – related parties $ - $ 43,647 $ 43,647 Total revenue $ 1,483,060 $ (262,893 ) $ 1,220,167 Cost of revenue - Commodity product sales $ (1,055,143 ) $ (396 ) $ (1,055,539 ) - Supply chain management services $ (717 ) $ 396 $ (321 ) Gross profit $ 327,886 $ (262,893 ) $ 64,993 Net Operating Loss $ (97,229 ) $ (262,893 ) $ (360,122 ) Loss Before Income Taxes $ (91,592 ) $ (262,893 ) $ (354,485 ) Income tax expenses $ (48,380 ) $ 48,380 $ - Net Loss $ (139,972 ) $ (214,513 ) $ (354,485 ) Net loss attributable to TD Holdings, Inc.'s Stockholders $ (135,703 ) $ (214,513 ) $ (350,216 ) Comprehensive Loss Net Loss $ (139,972 ) $ (214,513 ) $ (354,485 ) Foreign currency translation adjustment $ (5,576 ) $ 3,274 $ (2,302 ) Comprehensive loss $ (145,548 ) $ (211,239 ) $ (356,787 ) Comprehensive loss attributable to TD Holdings, Inc. $ (141,279 ) $ (211,239 ) $ (352,518 ) Loss per share - basic and diluted Net loss per share – basic and diluted $ (0.01 ) $ (0.02 ) $ (0.03 ) The effects of the restatement on the Company's consolidated statements of cash flows for the three months ended March 31, 2020 are as follows: For the three months ended As Previously Adjustments As Restated Cash Flows from Operating Activities: Net loss $ (139,972 ) $ (214,513 ) $ (354,485 ) Changes in operating assets and liabilities: Other current assets $ (132,271 ) $ 13,228 $ (119,043 ) Advances from customers $ - $ 39,892 $ 39,892 Due to related parties $ - $ 238,775 $ 238,775 Income tax payable $ 48,380 $ (48,380 ) $ - Other current liabilities $ (6,394 ) $ (15,280 ) $ (21,674 ) Net Cash Used in Operating Activities $ (156,559 ) $ 13,722 $ (142,837 ) Cash Flows from Investing Activities: Loans made to related parties $ (1,593,260 ) $ (763,506 ) $ (2,356,766 ) Loans made to third parties $ (1,831,708 ) $ 750,279 $ (1,081,429 ) Net Cash Used in Investing Activities $ (3,424,968 ) $ (13,227 ) $ (3,438,195 ) Cash Flows from Financing Activities: Proceeds from borrowings from related parties $ 1,063,773 $ (495 ) $ 1,063,278 Net Cash Provided by Financing Activities $ 1,063,773 $ (495 ) $ 1,063,278 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The interim unaudited condensed consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2020, have been restated (see Note 15). The unaudited condensed consolidated financial information as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 has been prepared without audit, pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim financial information should be read in conjunction with the audited financial statements and the notes thereto, included in the Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on May 29, 2020. In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company's consolidated financial statements for the year ended December 31, 2019. The results of operations for the three months ended March 31, 2020 and 2019 are not necessarily indicative of the results for the full years. |
Consolidation of variable interest entities | (b) Consolidation of variable interest entities As of March 31, 2020 and December 31, 2019, the Company's business was primarily conducted through its two VIEs, Beijing Tianxing and Huamucheng. Beijing Tianxing is engaged in used luxurious car leasing business and Huamucheng is engaged in commodity trading and supply chain management business. The following financial statement balances reflect the financial positions of Beijing Tianxing and Huamucheng, which were included in the consolidated balance sheets as of March 31, 2020 and December 31, 2019, respectively: As of March 31, 2020 As of December 31, 2019 Beijing Huamucheng Total Beijing Tianxing Huamucheng Total (unaudited) (unaudited) (unaudited) Cash $ 5,780 $ 2,184 $ 7,964 $ 94,380 $ 1,730,793 $ 1,825,173 Loans receivable from third parties 1,374,581 - 1,374,581 1,364,125 - 1,364,125 Due from TD and Hao Limo* 990,195 - 990,195 966,882 - 966,882 Due from related parties 292,828 5,112,802 5,405,630 470,154 2,840,729 3,310,883 Other current assets 148,404 15,305 163,709 164,922 2,848 167,770 Investment in equity investees 553,154 - 553,154 562,807 - 562,807 Leasing business assets, net 2,306,133 - 2,306,133 2,426,109 - 2,426,109 Other noncurrent assets 43,162 375,363 418,525 18,186 - 18,186 Total Assets $ 5,714,237 $ 5,505,654 $ 11,219,891 $ 6,067,565 $ 4,574,370 $ 10,641,935 LIABILITIES Advances from customers $ 14,987 $ 39,283 $ 54,270 $ 15,249 $ - $ 15,249 Other current liabilities 317,481 381,212 698,693 218,688 207,834 426,522 Third party loan payables 2,045,250 141,052 2,186,302 2,080,941 315,729 2,396,670 Due to related parties 234,329 1,297,609 1,531,938 197,733 166,332 364,065 Due to TD and Hao Limo** 5,120,488 2,036,116 7,156,604 5,197,531 2,577,356 7,774,887 Other noncurrent liabilities - 52,352 52,352 - - - Total Liabilities $ 7,732,535 $ 3,947,624 $ 11,680,159 $ 7,710,142 $ 3,267,251 $ 10,977,393 * Receivable due from TD and Hao Limo is eliminated upon consolidation. ** Payable due to TD and Hao Limo is eliminated upon consolidation. The following financial statement amounts reflect the financial performances and cash flows of Beijing Tianxing and Huamucheng, which were included in the consolidated financial statements for the three months ended March 31, 2020 and 2019, respectively: For the Three Months Ended March 31, 2020 For the Three Months Ended March 31, 2019 Beijing Huamucheng Total Beijing Tianxing Huamucheng Total (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 14,051 $ 1,206,116 $ 1,220,167 $ 399,999 $ - $ 399,999 Cost of revenue $ (99,314 ) $ (1,055,860 ) $ (1,155,174 ) $ (237,651 ) $ - $ (237,651 ) Operating expenses $ (70,613 ) $ (264,900 ) $ (335,513 ) $ (702,041 ) $ - $ (702,041 ) Net loss $ (213,444 ) $ (70,583 ) $ (284,027 ) $ (529,230 ) $ - $ (529,230 ) For the Three Months Ended March 31, 2020 For the Three Months Ended March 31, 2019 Beijing Huamucheng Total Beijing Tianxing Huamucheng Total (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Net Cash Used in Operating Activities $ (94,559 ) $ (281,420 ) $ (375,979 ) $ (342,335 ) $ - $ (342,335 ) Net Cash Used in by Investing Activities (34,377 ) (2,356,766 ) (2,391,143 ) (999,481 ) - (999,481 ) Net Cash Provided by Financing Activities 40,607 912,932 953,539 592,724 - 592,724 Effect of Exchange Rate Changes on Cash (271 ) (3,355 ) (3,626 ) 20,390 - 20,390 Net Decrease in Cash (88,600 ) (1,728,609 ) (1,817,209 ) (728,702 ) - (728,702 ) Cash at Beginning of Period 94,380 1,730,793 1,825,173 991,385 - 991,385 Cash at End of Period $ 5,780 $ 2,184 $ 7,964 $ 262,683 $ - $ 262,683 |
Foreign currency translation | (c) Foreign currency translation The reporting currency of the Company is United States Dollars ("US$"), which is also the Company's functional currency. HC High BVI and HC High HK maintain their book and records in US$, which is also their functional currency. The Company's PRC subsidiaries and VIEs maintain their books and records in its local currency, the Renminbi Yuan ("RMB"), which is their functional currencies as being the primary currency of the economic environment in which these entities operate. For financial reporting purposes, the financial statements of the PRC subsidiaries and VIEs prepared using RMB, are translated into the Company's reporting currency, US$, at the exchange rates quoted by www.oanda.com. Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders' equity is translated at historical exchange rates, except for the change in accumulated deficit during the year which is the result of the income statement translation process. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive loss in stockholders' equity. Translation of amounts from RMB into US$ has been made at the following exchange rates for the respective periods: March 31, December 31, Balance sheet items, except for equity accounts 7.0896 6.9680 For the Three Months Ended 2020 2019 Items in the statements of operations, comprehensive loss and statements of cash flows 6.9814 6.7485 Transactions denominated in currencies other than the functional currency are translated into prevailing functional currency at the exchange rates prevailing at the dates of the transactions. The resulting exchange differences are included in the consolidated statements of comprehensive loss. |
Leasing business asset, net | (d) Leasing business asset, net Leasing business asset, net, represents the automobiles that are underlying our automotive lease contracts and is reported at cost, less accumulated depreciation and net of impairment charges and origination fees or costs. Depreciation of vehicles is recorded on a straight-line basis to an estimated residual value over the useful life of nine years. We periodically evaluate our depreciation rate for leased vehicles based on expected residual values and adjust depreciation expense over the remaining life of the lease if deemed necessary. We have significant investments in the residual values of the assets in our operating lease portfolio. The residual values represent an estimate of the values of the assets at the end of the lease contracts. At contract inception, we determine pricing based on the projected residual value of the lease vehicle. This evaluation is primarily based on a proprietary model, which includes variables such as age, expected mileage, seasonality, segment factors, vehicle type, economic indicators, production cycle, automotive manufacturer incentives, and shifts in used vehicle supply. This internally-generated data is compared against third-party, independent data for reasonableness. Realization of the residual values is dependent on our future ability to market the vehicles under the prevailing market conditions. Over the life of the lease, we evaluate the adequacy of our estimate of the residual value and make adjustments to the depreciation rates to the extent the expected value of the vehicle at lease termination changes. In addition to estimating the residual value at lease termination, we also evaluate the current value of the leasing business asset and test for impairment to the extent necessary when there is an indication of impairment based on market considerations and portfolio characteristics. Impairment is determined to exist if fair value of the leased asset is less than carrying value and it is determined that the net carrying value is not recoverable. The net carrying value of a leased asset is not recoverable if it exceeds the sum of the undiscounted expected future cash flows expected to result from the lease payments and the estimated residual value upon eventual disposition. If our leasing business assets are considered to be impaired, the impairment is measured as the amount by which the carrying amount of the assets exceeds the fair value as estimated by discounted cash flows. We recognize rental income on our operating leases when collection is reasonably assured. |
Income from operating lease | (e) Income from operating lease Income from operating lease represents lease origination fees and rental fee, netting off lease origination costs. In accordance with ASC 842, Leases, the Company recognized the income from operating lease on a straight-line basis over the scheduled lease term. |
Revenue recognition | (f) Revenue recognition The Company generates income or revenue from the following source (1) income from operating lease of luxury cars, which is accounted for in accordance with ASC 842, Leases, the Company recognized the income from operating lease on a straight-line basis over the scheduled lease term; (2) Revenue associated with commodity trading and revenue associated with supply chain management services are accounted for in accordance with ASC 606. On January 1, 2019, the Company adopted ASC Topic 606 Revenue from Contracts with Customers ("ASC 606") using the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. This new guidance provides a five-step analysis in determining when and how revenue is recognized. Under the new guidance, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the new guidance requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company has assessed the impact of the new guidance by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer of control and principal versus agent considerations. Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of Topic 606 and therefore there was no material changes to the Company's consolidated financial statements upon adoption of ASC 606. Revenue from sales of commodity products In December 2019, the Company started its commodity trading business through its VIE Huamucheng. The commodity trading business primarily involves purchasing non-ferrous metal product, including aluminium ingots, copper, silver, and gold from upstream metal and mineral suppliers and then selling to downstream customers. The Company makes advance payments to upstream suppliers to purchase the metal products, requests suppliers to ship products to designated warehouse. Upon obtaining purchase orders and receipt of full advance payments from downstream customers, the Company instructs warehouse agent to transfer ownership of products to customers. The transaction is normally completed within a short period of time, ranging from a few days to a month. The Company's contracts with customers for metal commodity trading are fixed-price contracts. The Company does not grant customers with incentives or return rights, and therefore, there is no variable considerations derived from the contracts. The Company acts as the principal because the Company is responsible for fulfilling the promise to provide the specified metal products to customers, is subject to inventory risk before the product ownership and risk are transferred and has the discretion in establishing prices. As a result, revenue is recognized on a gross basis. The Company recognizes revenue when the product ownership is transferred to its customers. For the three months ended March 31, 2020, the Company sold non-ferrous metal products to two related party customers and generated revenue of $1,053,632. Revenue from supply chain management services In connection with the Company's commodity sales, in order to help customers to obtain sufficient funds to purchase various metal products and also help metal and mineral suppliers to sell their metal products, the Company launched its supply chain management service business in December 2019, which primarily consisted of loan recommendation service fees and commodity distribution service fees. For the three months ended March 31, 2020, the Company provided distribution services to customers. - Commodity distribution service fees The Company utilizes its sales and marketing expertise and customer network to introduce customers to large metal and mineral suppliers, and facilitate metal product sales between the suppliers and the customers. The Company merely acts as an agent in this type of transaction and earns a commission fee based on the percentage of volume of metal products that customers purchase. Distribution service fees are recognized as revenue when the Company successfully facilitates sales transactions between suppliers and customers. For the three months ended March 31, 2020, the Company earned distribution service fees of $108,837 from two third-party customers and distribution service fees of $43,647 from one related party customer. |
Income taxes | (g) Income taxes The Company accounts for income taxes in accordance with the U.S. GAAP for income taxes. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes. The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is probable that taxable income to be utilized with prior net operating loss carried forward. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain 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 amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company did not have unrecognized uncertain tax positions or any unrecognized liabilities, interest or penalties associated with unrecognized tax benefit as of March 31, 2020 and December 31, 2019. As of March 31, 2020, all of the Company's income tax returns for the tax years ended December 31, 2015 through December 31, 2019 remain open for statutory examination by relevant tax authorities. |
Risks and uncertainties | (h) Risks and uncertainties 1) Credit risk Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents. The maximum exposure of such assets to credit risk is their carrying amount as at the balance sheet dates. As of March 31, 2020, approximately $17,187 was deposited with a bank in the United States which was insured by the government up to $250,000. As of March 31, 2020 and December 31, 2019, approximately $9,914 and $2,399,300, respectively, were primarily deposited in financial institutions located in Mainland China, which were uninsured by the government authority. To limit exposure to credit risk relating to deposits, the Company primarily place cash deposits with large financial institutions in China which management believes are of high credit quality. The Company's operations are carried out in Mainland China. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC's economy. In addition, the Company's business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, rates and methods of taxation, and the extraction of mining resources, among other factors. (b) Liquidity risk The Company is also exposed to liquidity risk which is risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn to other financial institutions and the owners to obtain short-term funding to meet the liquidity shortage. (c) Foreign currency risk Substantially all of the Company's operating activities and the Company's major assets and liabilities are denominated in RMB, except for the cash deposit of approximately $17,187 which was in U.S. dollars as of March 31, 2020, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples' Bank of China ("PBOC") or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers' invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Where there is a significant change in value of RMB, the gains and losses resulting from translation of financial statements of a foreign subsidiary will be significant affected. (d) VIE risk It is possible that the Company's VIE agreements with Beijing Tianxing, and Huamucheng would not be enforceable in China if PRC government authorities or courts were to find that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event that the Company were unable to enforce these contractual arrangements, the Company would not be able to exert effective control over the VIEs. Consequently, the VIEs' results of operations, assets and liabilities would not be included in the Company's consolidated financial statements. If such were the case, the Company's cash flows, financial position, and operating performance would be materially adversely affected. |
Organization and Business Des_2
Organization and Business Description (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of consolidated financial statements | Name Background Ownership HC High Summit Holding Limited ("HC High BVI") ● A BVI company ● Incorporated on March 22, 2018 ● A holding company 100% owned by the Company HC High Summit Limited ("HC High HK") ● A Hong Kong company ● Incorporated on April 16, 2018 ● A holding company 100% owned by HC High BVI Hao Limo Technology (Beijing) Co. Ltd. ● A PRC company and deemed a wholly foreign owned enterprise ("WOFE") ● Incorporated on May 10, 2018 ● Registered capital of $15 million ● A holding company WOFE, 100% owned by HC High HK Beijing Tianxing Kunlun Technology Co. Ltd. ("Beijing Tianxing")* ● A PRC limited liability company ● Incorporated on April 17, 2018 ● Registered capital of $31,839 (RMB 200,000) ● Engaged in operating leasing business of used luxurious cars VIE of Hao Limo Shenzhen Huamucheng Trading Co., Ltd. ("Huamucheng") ● A PRC limited liability company ● Incorporated on December 30, 2013 ● Registered capital of $1,417,736 (RMB 10 million) with registered capital fully paid-up ● Engaged in commodity trading business and providing supply chain management services to customers VIE of Hao Limo * As of March 31, 2020, Beijing Tianxing has six wholly owned subsidiaries, including: ● Beijing Tianrenshijia Apparel Co., Ltd. ● Beijing Blue Light Marching Technology Co., Ltd. ● Beijing Eighty Weili Technology Co., Ltd. ● Beijing Bat Riding Technology Co., Ltd ● Beijing Blue Light Riding Technology Co., Ltd., and ● Car Master (Beijing) Information Consulting Co., Ltd. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of financial statement balances | As of March 31, 2020 As of December 31, 2019 Beijing Huamucheng Total Beijing Tianxing Huamucheng Total (unaudited) (unaudited) (unaudited) Cash $ 5,780 $ 2,184 $ 7,964 $ 94,380 $ 1,730,793 $ 1,825,173 Loans receivable from third parties 1,374,581 - 1,374,581 1,364,125 - 1,364,125 Due from TD and Hao Limo* 990,195 - 990,195 966,882 - 966,882 Due from related parties 292,828 5,112,802 5,405,630 470,154 2,840,729 3,310,883 Other current assets 148,404 15,305 163,709 164,922 2,848 167,770 Investment in equity investees 553,154 - 553,154 562,807 - 562,807 Leasing business assets, net 2,306,133 - 2,306,133 2,426,109 - 2,426,109 Other noncurrent assets 43,162 375,363 418,525 18,186 - 18,186 Total Assets $ 5,714,237 $ 5,505,654 $ 11,219,891 $ 6,067,565 $ 4,574,370 $ 10,641,935 LIABILITIES Advances from customers $ 14,987 $ 39,283 $ 54,270 $ 15,249 $ - $ 15,249 Other current liabilities 317,481 381,212 698,693 218,688 207,834 426,522 Third party loan payables 2,045,250 141,052 2,186,302 2,080,941 315,729 2,396,670 Due to related parties 234,329 1,297,609 1,531,938 197,733 166,332 364,065 Due to TD and Hao Limo** 5,120,488 2,036,116 7,156,604 5,197,531 2,577,356 7,774,887 Other noncurrent liabilities - 52,352 52,352 - - - Total Liabilities $ 7,732,535 $ 3,947,624 $ 11,680,159 $ 7,710,142 $ 3,267,251 $ 10,977,393 * Receivable due from TD and Hao Limo is eliminated upon consolidation. ** Payable due to TD and Hao Limo is eliminated upon consolidation. The following financial statement amounts reflect the financial performances and cash flows of Beijing Tianxing and Huamucheng, which were included in the consolidated financial statements for the three months ended March 31, 2020 and 2019, respectively: For the Three Months Ended March 31, 2020 For the Three Months Ended March 31, 2019 Beijing Huamucheng Total Beijing Tianxing Huamucheng Total (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 14,051 $ 1,206,116 $ 1,220,167 $ 399,999 $ - $ 399,999 Cost of revenue $ (99,314 ) $ (1,055,860 ) $ (1,155,174 ) $ (237,651 ) $ - $ (237,651 ) Operating expenses $ (70,613 ) $ (264,900 ) $ (335,513 ) $ (702,041 ) $ - $ (702,041 ) Net loss $ (213,444 ) $ (70,583 ) $ (284,027 ) $ (529,230 ) $ - $ (529,230 ) For the Three Months Ended March 31, 2020 For the Three Months Ended March 31, 2019 Beijing Huamucheng Total Beijing Tianxing Huamucheng Total (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Net Cash Used in Operating Activities $ (94,559 ) $ (281,420 ) $ (375,979 ) $ (342,335 ) $ - $ (342,335 ) Net Cash Used in by Investing Activities (34,377 ) (2,356,766 ) (2,391,143 ) (999,481 ) - (999,481 ) Net Cash Provided by Financing Activities 40,607 912,932 953,539 592,724 - 592,724 Effect of Exchange Rate Changes on Cash (271 ) (3,355 ) (3,626 ) 20,390 - 20,390 Net Decrease in Cash (88,600 ) (1,728,609 ) (1,817,209 ) (728,702 ) - (728,702 ) Cash at Beginning of Period 94,380 1,730,793 1,825,173 991,385 - 991,385 Cash at End of Period $ 5,780 $ 2,184 $ 7,964 $ 262,683 $ - $ 262,683 |
Schedule of foreign currency translation, balance sheet components | March 31, December 31, Balance sheet items, except for equity accounts 7.0896 6.9680 |
Schedule of foreign currency translation, operations and comprehensive loss, and statements of cash flows | For the Three Months Ended 2020 2019 Items in the statements of operations, comprehensive loss and statements of cash flows 6.9814 6.7485 |
Loans Receivable from Third P_2
Loans Receivable from Third Parties (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Loans Receivable from Third Parties [Abstract] | |
Schedule of loans receivable from third parties | March 31, 2020 December 31, Loans receivable from third parties $ 3,046,338 $ 2,005,927 Less: loan receivable from third parties, current 2,996,970 1,955,697 Loan receivable from a third party, noncurrent $ 49,368 $ 50,230 |
Investments in Equity Investe_2
Investments in Equity Investees (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of investments in equity investees | Investment % of ownership Investment Chengdu Jianluo Technology Co., Ltd. ("Chengdu Jianluo") (a) $ 282,103 40 % June 28, 2019 Shanghai Huxin Technology Co., Ltd. ("Shanghai Huxin") (a) 282,103 40 % July 4, 2019 Hangzhou Yihe Network Technology Co., Ltd. ("Hangzhou Yihe") (b) 410,000 20 % December 17, 2019 974,206 Less: Share of results of equity investees (11,052 ) $ 963,154 (a) On June 28, 2019 and July 4, 2019, the Company made investments of $282,103 (RMB 2,000,000) and $282,103 (RMB 2,000,000), for 40% of the ownership interest in each of these two investees, respectively. The purpose of such investment is to establish a cooperative business partnership with these investees and utilize their marketing strength and customer network to bring in more customers for the Company's car leasing services in Chengdu and Shanghai markets. (b) October 14, 2019, the Company entered into an agreement with Hangzhou Yihe and agreed to issue 1,253,814 shares of the Company's common stock to acquire 20% equity interest in Hangzhou Yihe. Hangzhou Yihe was engaged in car leasing business, and the acquisition was for the purpose of producing synergy between the Company and Hangzhou Yihe so as to promote car leasing business in Zhejiang province. |
Leasing Business Assets, Net (T
Leasing Business Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of operating lease assets, net | March 31, December 31, Used luxury cars $ 2,747,194 $ 2,795,136 Less: accumulated depreciation (441,061 ) (369,027 ) $ 2,306,133 $ 2,426,109 |
Third Party Loan Payables (Tabl
Third Party Loan Payables (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Third Parties Loans [Abstract] | |
Schedule of third party loan | March 31, December 31, Third party loan payables $ 2,369,669 $ 2,367,967 |
Capital Transactions (Tables)
Capital Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of outstanding warrants | Number of Weighted Expiration Balance of warrants outstanding as of December 31, 2019 3,033,370 4.38 years Grant of warrants during the three months ended March 31, 2020 - Exercise of warrants during the three months ended March 31, 2020 - Forfeiture of warrants during the three months ended March 31, 2020 - Balance of warrants outstanding as of March 31, 2020 3,033,370 3.78 years |
Schedule of assumption used in estimates | April 11, August 30, May 20, 2019 2019 2019 (Replacement Warrants) Terms of warrants 60 months 55.3 months 66 months Exercise price 1.32 2.20 1.32 Risk free rate of interest 2.77 % 2.77 % 2.77 % Dividend yield 0.00 % 0.00 % 0.00 % Annualized volatility of underlying stock 55.6 % 63.45 % 57.04 % |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Loss per share - basic and diluted | |
Schedule of computation of basic and diluted loss per common share | For the Three Months Ended 2020 2019 Net loss attributable to TD Holdings, Inc.'s Stockholders $ (354,485 ) $ (1,829,826 ) Weighted Average Shares Outstanding-Basic and Diluted 13,673,023 5,169,041 Loss per share - basic and diluted Net loss per share – basic and diluted $ (0.03 ) $ (0.35 ) |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | 1) Nature of relationships with related parties Name Relationship with the Company Chengdu Jianluo Technology Co., Ltd. ("Chengdu Jianluo") An associate of the Company, over which the Company has 40% equity interest and exercises significant influence Shanghai Huxin Technology Co., Ltd. ("Shanghai Huxin") An associate of the Company, over which the Company has 40% equity interest and exercises significant influence Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. ("Qianhai Baiyu") Controlled by Mr. Zhiping Chen, the legal representative of Huamucheng Guangzhou Chengji Investment Development Co., Ltd. Controlled by Mr. Weicheng Pan, who is an independent director of the Company. Tongdow E-commerce Group Co., Ltd. ("TD E-commerce") Controlled by an immediate family member of Chief Executive Officer of the Company Shenzhen Tongdow International Trade Co., Ltd. ("TD International Trade") Controlled by an immediate family member of Chief Executive Officer of the Company Yunfeihu International E-commerce Group Co., Ltd ("Yunfeihu") An affiliate of the Company, over which an immediate family member of Chief Executive Officer owns equity interest and plays a role of director and senior management Shenzhen Meifu Capital Co., Ltd. ("Shenzhen Meifu") Controlled by Chief Executive Officer of the Company Jiaxi Gao Chief Executive Office of the Company prior to January 9, 2020 Guotao Deng Legal representative of Huamucheng before December 31, 2019 Tao Sun Senior Management of the Company Shun Li Legal representative of Beijing Tianxing Lu Zhao Senior Management of the Company 2) Balances with related parties As of March 31, 2020 and December 31, 2019, the balances with related parties were as follows: - Due from related parties March 31, December 31, Qianhai Baiyu (i) $ 4,360,948 $ 2,840,728 Yunfeihu (ii) 750,443 - Chengdu Jianluo (iii) 444,587 452,346 Shanghai Huxin (iv) 17,503 17,809 TD E-commerce (iv) 1,410 - Total Due from related parties $ 5,574,891 $ 3,310,883 (i) The balance due from Qianhai Baiyu represented a loan principal and interest due from the related party. For the three months ended March 31, 2020, the Company provided loans aggregating $1,593,260 to Qianhai Baiyu. The Company charged the related party interest rates 10% per annum. Principal and interest are repaid on maturity of the loan. Interest income amounted to $54,193 and $nil for the three months ended March 31, 2020 and 2019. The balance of due from Qianhai Baiyu is fully collected as of the date of this report. (ii) The balance due from Yunfeihu represented a loan principal and interest due from the related party. For the three months ended March 31, 2020, the Company provided loans aggregating $750,279 to Yunfeihu. The Company charged the related party interest rates 10% per annum. Principal and interest are repaid on maturity of the loan. Interest income amounted to $11,794 and $nil for the three months ended March 31, 2020 and 2019. The balance of due from Yunfeihu is fully collected as of the date of this report. (ii) As of March 31, 2020, the balance due from Chengdu Jianluo consisted of receivables for transfers of two used luxurious cars at consideration aggregating $461,302, netting off against car-related fees due to the related party of $16,715. As of December 31, 2019, the balance due from Chengdu Jianluo consisted of receivables for transfers of two used luxurious cars at consideration aggregating $461,513, netting off against car-related fees due to the related party of $17,006. The balance was fully collected as of the date of this report. (iv) The balance due from Shanghai Huxin represented a loan due from the related party. The balance is collected on demand, and no interest income is charged to the associate. The balance was fully collected as of the date of this report. - Due to related parties, current March 31, December 31, Guangzhou Chengji (1) $ 1,920,589 $ 970,318 Shenzhen Meifu (2) 235,131 - Lu Zhao (3) 70,306 33,269 Jiaxi Gao (4) 7,994 8,134 Tao Sun (4) 6,515 4,206 Guotao Deng (4) - 1,435 Total $ 2,240,535 $ 1,017,362 (1) The balance due to Guangzhou Chengji represents loan principal and interest due to the related parties. The loan has an interest rate of 8% per annum with a maturity date of September 4, 2020. For the three months ended March 31, 2020, the Company borrowed a loan of $948,863 from Guangzhou Chengji. The Loan has an annual interest rate of 8% and a maturity date of December 4, 2020. For the three months ended March 31, 2020, the Company accrued interest expenses of $32,270. (2) As of March 31, 2020, the balance due to Shenzhen Meifu represented advances from the related party for supply chain management services. (3) As of March 31, 2020 and December 31, 2019, the balance due to Lu Zhao consisted of the operating expenses of $2,821 and $2,870, respectively, which was paid by the related party on behalf the Company and is payable on demand and interest free, and loan principal and interest aggregating $67,485 and $$30,399 due to the related party. For the three months ended March 31, 2020, the Company borrowed loans aggregating $36,617 form Mr. Lu Zhao, a senior management of the Company. The loan will expire on December 24, 2020. The interest rate charged on the borrowing was 10%. For the three months ended March 31, 2020, the Company accrued interest expenses of $1,574. (4) The balances due to Jiaxin Gao, Guotao Deng and Tao Sun represents the operating expenses paid by the related parties on behalf of the Company. The balance is payable on demand and interest free. Mr. Guotao Deng was a legal representative before December 31, 2019, thus he was not a related party of the Company from January 1, 2020. - Due to related parties, noncurrent March 31, December 31, Tao Sun $ 149,515 $ 152,124 3) Transactions with related parties - Revenues generated from related parties For the three months ended March 31, 2020, the Company generated revenues from below related party customers: For the Three Months Ended 2020 2019 Revenue from sales of commodity products Yunfeihu $ 669,995 $ - TD International Trade 383,637 1,053,632 - Revenue from supply chain management services Yunfeihu 43,647 - Total revenues generated from related parties $ 1,097,279 $ - |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment information | For the Three Months Ended Tianxing Huamucheng Unallocated Total Revenue $ 14,051 $ 1,206,116 $ - $ 1,220,167 Cost of revenue and related tax (99,314 ) (1,055,860 ) - (1,155,174 ) Gross profit $ (85,263 ) $ 150,256 $ - $ 64,993 Interest (expense) income, net $ (57,425 ) $ 44,061 $ 19,001 $ 5,637 Income tax expense $ - $ - $ - $ - Segment (loss) profit $ (213,444 ) $ (70,583 ) $ (70,458 ) $ (354,485 ) Segment assets as of March 31, 2020 $ 4,724,042 $ 5,505,654 $ 2,384,485 $ 12,614,181 For the Three Months Ended Tianxing Huamucheng Unallocated Total Revenue $ 399,999 $ - $ - $ 399,999 Cost of revenue and related tax (237,651 ) - - (237,651 ) Gross profit $ 162,348 $ - $ - $ 162,348 Interest income, net $ 10,463 $ - $ - $ 10,463 Income tax expense $ - $ - $ - $ - Segment loss $ (1,829,826 ) $ - $ - $ (1,829,826 ) Segment assets as of March 31, 2019 $ 2,941,747 $ - $ - $ 2,941,747 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of operating lease related assets and liabilities | March 31, December 31, Rights of use lease assets $ 401,034 $ 41,188 Operating lease liabilities, current $ 302,028 $ - Operating lease liabilities, noncurrent 52,352 - Total operating lease liabilities $ 354,380 $ - |
Schedule of maturities of lease liabilities by years | Twelve months ended March 31, 2021 $ 312,413 Twelve months ended March 31, 2022 52,663 Total lease payments 365,076 Less: imputed interest (10,696 ) Present value of lease liabilities $ 354,380 |
Restatement of Consolidated F_2
Restatement of Consolidated Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of restatement of financial statements | The effects of the restatement on the Company's consolidated balance sheet as of March 31, 2020 are as follows: As of March 31, 2020 As Previously Adjustments As Restated Current Assets Loans receivable from third parties $ 3,735,799 $ (738,829 ) $ 2,996,970 Due from related parties $ 4,823,038 $ 751,853 $ 5,574,891 Other current assets $ 291,063 $ (13,024 ) $ 278,039 Current Liabilities Advances from customers $ 14,987 $ 39,283 $ 54,270 Due to related parties $ 2,005,891 $ 234,644 $ 2,240,535 Income tax payable $ 62,124 $ (47,642 ) $ 14,482 Other current liabilities $ 402,301 $ (15,046 ) $ 387,255 Total Current Liabilities $ 5,157,000 $ 211,239 $ 5,368,239 Total Liabilities $ 5,358,867 $ 211,239 $ 5,570,106 Equity Accumulated deficit $ (32,526,743 ) $ (214,513 ) $ (32,741,256 ) Accumulated other comprehensive loss $ (339,857 ) $ 3,274 $ (336,583 ) Total Shareholders' Equity $ 7,268,155 $ (211,239 ) $ 7,056,916 Total Equity $ 7,255,314 $ (211,239 ) $ 7,044,075 The effects of the restatement on the Company's consolidated statements of operations and comprehensive loss for the three months ended March 31, 2020 are as follows: For the three months ended As Previously Adjustments As Restated Revenues - Sales of commodity products $ 1,053,632 $ (1,053,632 ) $ - - Sales of commodity products – related parties $ - $ 1,053,632 $ 1,053,632 - Supply chain management services $ 415,377 $ (306,540 ) $ 108,837 - Supply chain management services – related parties $ - $ 43,647 $ 43,647 Total revenue $ 1,483,060 $ (262,893 ) $ 1,220,167 Cost of revenue - Commodity product sales $ (1,055,143 ) $ (396 ) $ (1,055,539 ) - Supply chain management services $ (717 ) $ 396 $ (321 ) Gross profit $ 327,886 $ (262,893 ) $ 64,993 Net Operating Loss $ (97,229 ) $ (262,893 ) $ (360,122 ) Loss Before Income Taxes $ (91,592 ) $ (262,893 ) $ (354,485 ) Income tax expenses $ (48,380 ) $ 48,380 $ - Net Loss $ (139,972 ) $ (214,513 ) $ (354,485 ) Net loss attributable to TD Holdings, Inc.'s Stockholders $ (135,703 ) $ (214,513 ) $ (350,216 ) Comprehensive Loss Net Loss $ (139,972 ) $ (214,513 ) $ (354,485 ) Foreign currency translation adjustment $ (5,576 ) $ 3,274 $ (2,302 ) Comprehensive loss $ (145,548 ) $ (211,239 ) $ (356,787 ) Comprehensive loss attributable to TD Holdings, Inc. $ (141,279 ) $ (211,239 ) $ (352,518 ) Loss per share - basic and diluted Net loss per share – basic and diluted $ (0.01 ) $ (0.02 ) $ (0.03 ) The effects of the restatement on the Company's consolidated statements of cash flows for the three months ended March 31, 2020 are as follows: For the three months ended As Previously Adjustments As Restated Cash Flows from Operating Activities: Net loss $ (139,972 ) $ (214,513 ) $ (354,485 ) Changes in operating assets and liabilities: Other current assets $ (132,271 ) $ 13,228 $ (119,043 ) Advances from customers $ - $ 39,892 $ 39,892 Due to related parties $ - $ 238,775 $ 238,775 Income tax payable $ 48,380 $ (48,380 ) $ - Other current liabilities $ (6,394 ) $ (15,280 ) $ (21,674 ) Net Cash Used in Operating Activities $ (156,559 ) $ 13,722 $ (142,837 ) Cash Flows from Investing Activities: Loans made to related parties $ (1,593,260 ) $ (763,506 ) $ (2,356,766 ) Loans made to third parties $ (1,831,708 ) $ 750,279 $ (1,081,429 ) Net Cash Used in Investing Activities $ (3,424,968 ) $ (13,227 ) $ (3,438,195 ) Cash Flows from Financing Activities: Proceeds from borrowings from related parties $ 1,063,773 $ (495 ) $ 1,063,278 Net Cash Provided by Financing Activities $ 1,063,773 $ (495 ) $ 1,063,278 |
Organization and Business Des_3
Organization and Business Description (Details) | 3 Months Ended | |
Mar. 31, 2020 | ||
HC High Summit Holding Limited (“HC High BVI”) [Member] | ||
Name | HC High Summit Holding Limited ("HC High BVI") | |
Background | ● A BVI company ● Incorporated on March 22, 2018 ● A holding company | |
Ownership | 100% owned by the Company | |
HC High Summit Limited (“HC High HK”) [Member] | ||
Name | HC High Summit Limited ("HC High HK") | |
Background | ● A Hong Kong company ● Incorporated on April 16, 2018 ● A holding company | |
Ownership | 100% owned by HC High BVI | |
Hao Limo Technology (Beijing) Co. Ltd. (“Hao Limo”) [Member] | ||
Name | Hao Limo Technology (Beijing) Co. Ltd. | |
Background | ● A PRC company and deemed a wholly foreign owned enterprise ("WOFE") ● Incorporated on May 10, 2018 ● Registered capital of $15 million ● A holding company | |
Ownership | WOFE, 100% owned by HC High HK | |
Beijing Tianxing Kunlun Technology Co. Ltd.(“Beijing Tianxing”) [Member] | ||
Name | Beijing Tianxing Kunlun Technology Co. Ltd. ("Beijing Tianxing") | [1] |
Background | ● A PRC limited liability company ● Incorporated on April 17, 2018 ● Registered capital of $31,839 (RMB 200,000) ● Engaged in operating leasing business of used luxurious cars | [1] |
Ownership | VIE of Hao Limo | [1] |
Shenzhen Huamucheng Trading Co., Ltd. ("Huamucheng") [Member] | ||
Name | Shenzhen Huamucheng Trading Co., Ltd. ("Huamucheng") | |
Background | ● A PRC limited liability company ● Incorporated on December 30, 2013 ● Registered capital of $1,417,736 (RMB 10 million) with registered capital fully paid-up ● Engaged in commodity trading business and providing supply chain management services to customers. | |
Ownership | VIE of Hao Limo | |
[1] | As of March 31, 2020, Beijing Tianxing has six wholly owned subsidiaries, including: |
Organization and Business Des_4
Organization and Business Description (Details Textual) | Jan. 11, 2019 | Mar. 31, 2020 |
Organization and Business Description (Textual) | ||
Entity Incorporation, Date of Incorporation | Dec. 19, 2011 | |
Reverse split, description | The Company changed its name to China Bat Group, Inc. and on June 3, 2019, further changed its name to Bat Group, Inc. On March 6, 2020, the Company amended its Certificate of Incorporation with the Secretary of State of Delaware to effect a name change to TD Holdings, Inc. | |
Subsidiaries One [Member] | ||
Organization and Business Description (Textual) | ||
Percentage of ownership by company | 60.00% | |
Subsidiaries Two [Member] | ||
Organization and Business Description (Textual) | ||
Percentage of ownership by company | 40.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||
ASSETS | |||||
Cash | $ 27,101 | $ 340,695 | $ 2,446,683 | $ 1,484,116 | |
Loans receivable from third parties | 3,046,338 | 2,005,927 | |||
Other current assets | 278,039 | 166,617 | |||
Investment in equity investees | 14,105 | 14,351 | |||
Total Assets | 12,614,181 | 11,388,400 | |||
LIABILITIES | |||||
Other current liabilities | 387,255 | 420,101 | |||
Due to related parties | 2,240,535 | 1,017,362 | |||
Total Liabilities | 5,570,106 | 5,587,538 | |||
Income statement | |||||
Cost of revenue | (1,155,174) | (237,651) | |||
Operating expenses | 425,115 | 2,002,637 | |||
Net loss | (354,485) | (1,829,826) | |||
Cash flow | |||||
Net Cash Used in Operating Activities | (142,837) | (758,633) | |||
Net Cash Used in by Investing Activities | (3,438,195) | (999,481) | |||
Net Cash Provided by Financing Activities | 1,063,278 | 592,724 | |||
Beijing Tianxing [Member] | |||||
ASSETS | |||||
Cash | 5,780 | 94,380 | |||
Loans receivable from third parties | 1,374,581 | 1,364,125 | |||
Due from TD and Hao Limo | [1] | 990,195 | 966,882 | ||
Due from related parties | 292,828 | 470,154 | |||
Other current assets | 148,404 | 164,922 | |||
Investment in equity investees | 553,154 | 562,807 | |||
Leasing business assets, net | 2,306,133 | 2,426,109 | |||
Other noncurrent assets | 43,162 | 18,186 | |||
Total Assets | 5,714,237 | 6,067,565 | |||
LIABILITIES | |||||
Advances from customers | 14,987 | 15,249 | |||
Other current liabilities | 317,481 | 218,688 | |||
Third party loan payables | 2,045,250 | 2,080,941 | |||
Due to related parties | 234,329 | 197,733 | |||
Due to TD and Hao Limo | [2] | 5,120,488 | 5,197,531 | ||
Other noncurrent liabilities | |||||
Total Liabilities | 7,732,535 | 7,710,142 | |||
Income statement | |||||
Revenue | 14,051 | 399,999 | |||
Cost of revenue | (99,314) | (237,651) | |||
Operating expenses | (70,613) | (702,041) | |||
Net loss | (213,444) | (529,230) | |||
Cash flow | |||||
Net Cash Used in Operating Activities | (94,559) | (342,335) | |||
Net Cash Used in by Investing Activities | (34,377) | (999,481) | |||
Net Cash Provided by Financing Activities | 40,607 | 592,724 | |||
Effect of Exchange Rate Changes on Cash | (271) | 20,390 | |||
Net Decrease in Cash | (88,600) | (728,702) | |||
Cash at Beginning of Period | 94,380 | 991,385 | |||
Cash at End of Period | 5,780 | 262,683 | |||
Huamucheng [Member] | |||||
ASSETS | |||||
Cash | 2,184 | 1,730,793 | |||
Loans receivable from third parties | |||||
Due from TD and Hao Limo | [1] | ||||
Due from related parties | 5,112,802 | 2,840,729 | |||
Other current assets | 15,305 | 2,848 | |||
Investment in equity investees | |||||
Leasing business assets, net | |||||
Other noncurrent assets | 375,363 | ||||
Total Assets | 5,505,654 | 4,574,370 | |||
LIABILITIES | |||||
Advances from customers | 39,283 | ||||
Other current liabilities | 381,212 | 207,834 | |||
Third party loan payables | 141,052 | 315,729 | |||
Due to related parties | 1,297,609 | 166,332 | |||
Due to TD and Hao Limo | [2] | 2,036,116 | 2,577,356 | ||
Other noncurrent liabilities | 52,352 | ||||
Total Liabilities | 3,947,624 | 3,267,251 | |||
Income statement | |||||
Revenue | 1,206,116 | ||||
Cost of revenue | (1,055,860) | ||||
Operating expenses | (264,900) | ||||
Net loss | (70,583) | ||||
Cash flow | |||||
Net Cash Used in Operating Activities | (281,420) | ||||
Net Cash Used in by Investing Activities | (2,356,766) | ||||
Net Cash Provided by Financing Activities | 912,932 | ||||
Effect of Exchange Rate Changes on Cash | (3,355) | ||||
Net Decrease in Cash | (1,728,609) | ||||
Cash at Beginning of Period | 1,730,793 | ||||
Cash at End of Period | 2,184 | ||||
Beijing Tianxing and Huamucheng [Member] | |||||
ASSETS | |||||
Cash | 7,964 | 1,825,173 | |||
Loans receivable from third parties | 1,374,581 | 1,364,125 | |||
Due from TD and Hao Limo | [1] | 990,195 | 966,882 | ||
Due from related parties | 5,405,630 | 3,310,883 | |||
Other current assets | 163,709 | 167,770 | |||
Investment in equity investees | 553,154 | 562,807 | |||
Leasing business assets, net | 2,306,133 | 2,426,109 | |||
Other noncurrent assets | 418,525 | 18,186 | |||
Total Assets | 11,219,891 | 10,641,935 | |||
LIABILITIES | |||||
Advances from customers | 54,270 | 15,249 | |||
Other current liabilities | 698,693 | 426,522 | |||
Third party loan payables | 2,186,302 | 2,396,670 | |||
Due to related parties | 1,531,938 | 364,065 | |||
Due to TD and Hao Limo | [2] | 7,156,604 | 7,774,887 | ||
Other noncurrent liabilities | 52,352 | ||||
Total Liabilities | 11,680,159 | $ 10,977,393 | |||
Income statement | |||||
Revenue | 1,220,167 | 399,999 | |||
Cost of revenue | (1,155,174) | (237,651) | |||
Operating expenses | (335,513) | (702,041) | |||
Net loss | (284,027) | (529,230) | |||
Cash flow | |||||
Net Cash Used in Operating Activities | (375,979) | (342,335) | |||
Net Cash Used in by Investing Activities | (2,391,143) | (999,481) | |||
Net Cash Provided by Financing Activities | 953,539 | 592,724 | |||
Effect of Exchange Rate Changes on Cash | (3,626) | 20,390 | |||
Net Decrease in Cash | (1,817,209) | (728,702) | |||
Cash at Beginning of Period | 1,825,173 | 991,385 | |||
Cash at End of Period | $ 7,964 | $ 262,683 | |||
[1] | Receivable due from TD and Hao Limo is eliminated upon consolidation. | ||||
[2] | Payable due to TD and Hao Limo is eliminated upon consolidation. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Balance sheet items, except for equity accounts | 7.0896 | 6.9680 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Items in the statements of operations, comprehensive loss and statements of cash flows | 6.9814 | 6.7485 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | ||
Mar. 31, 2020USD ($)Customers | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Summary of Significant Accounting Policies (Textual) | |||
Vehicles estimated useful life | 9 years | ||
Number of customers | Customers | 2 | ||
Revenue | $ 1,220,167 | $ 399,999 | |
Income tax benefit | 50.00% | ||
Credit risk relating to deposits | $ 17,187 | ||
Insured by government | 250,000 | ||
Two third-party customers [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Distribution service fees | 108,837 | ||
one related party [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Distribution service fees | 43,647 | ||
United States [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Credit risk relating to deposits | 17,187 | ||
Mainland China [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Credit risk relating to deposits | $ 9,914 | $ 2,399,300 |
Loans Receivable from Third P_3
Loans Receivable from Third Parties (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Loans Receivable from Third Parties [Abstract] | ||
Loans receivable from third parties | $ 3,046,338 | $ 2,005,927 |
Less: loan receivable from third parties, current | 2,996,970 | 1,955,697 |
Loan receivable from a third party, noncurrent | $ 49,368 | $ 50,230 |
Loans Receivable from Third P_4
Loans Receivable from Third Parties (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Apr. 30, 2020 | |
Loans Receivable From Third Parties (Textual) | ||||
Aggregate loan amount | $ 1,081,429 | $ 592,724 | ||
Third parties interest rate percentage | 9.50% | |||
Accrued Interest income | $ 73,480 | $ 12,429 | ||
Interest receivable | $ 204,657 | $ 133,742 | ||
Loans receivable from third-parties | $ 1,000,000 | |||
Loan maturity, description | The balances of loan principal and interest payment were due in September 2020 through August 2021. The Company classified loan receivables due within one year as current assets, and those due over one year as noncurrent assets. | |||
Minimum [Member] | ||||
Loans Receivable From Third Parties (Textual) | ||||
Third parties interest rate percentage | 9.00% | |||
Maximum [Member] | ||||
Loans Receivable From Third Parties (Textual) | ||||
Third parties interest rate percentage | 16.00% |
Investments in Equity Investe_3
Investments in Equity Investees (Details) | 3 Months Ended | |
Mar. 31, 2020USD ($) | ||
Less: Share of results of equity investees | $ (11,052) | |
Income (Loss) from Equity Method Investments | 963,154 | |
Chengdu Jianluo Technology Co., Ltd. [Member] | ||
Investment | $ 282,103 | [1] |
Ownership percentage | 40.00% | [1] |
Investment dates | June 28, 2019 | [1] |
Shanghai Huxin Technology Co., Ltd. [Member] | ||
Investment | $ 282,103 | [1] |
Ownership percentage | 40.00% | [1] |
Investment dates | July 4, 2019 | [1] |
Hangzhou Yihe Network Technology Co., Ltd. [Member] | ||
Investment | $ 410,000 | [2] |
Ownership percentage | 20.00% | [2] |
Investment dates | December 17, 2019 | [2] |
[1] | On June 28, 2019 and July 4, 2019, the Company made investments of $282,103 (RMB 2,000,000) and $282,103 (RMB 2,000,000), for 40% of the ownership interest in each of these two investees, respectively. The purpose of such investment is to establish a cooperative business partnership with these investees and utilize their marketing strength and customer network to bring in more customers for the Company's car leasing services in Chengdu and Shanghai markets. | |
[2] | October 14, 2019, the Company entered into an agreement with Hangzhou Yihe and agreed to issue 1,253,814 shares of the Company's common stock to acquire 20% equity interest in Hangzhou Yihe. Hangzhou Yihe was engaged in car leasing business, and the acquisition was for the purpose of producing synergy between the Company and Hangzhou Yihe so as to promote car leasing business in Zhejiang province. |
Investments in Equity Investe_4
Investments in Equity Investees (Details Textual) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Oct. 14, 2019 | Jul. 04, 2019 | Jun. 28, 2019 |
Deposits for Investments in Equity Investees (Textual) | |||||
Equity investees | $ 11,052 | $ 11,245 | |||
RMB [Member] | Chendu Jianluo Technology Co., Ltd [Member] | |||||
Deposits for Investments in Equity Investees (Textual) | |||||
Investments in equity investees | $ 2,000,000 | ||||
RMB [Member] | Shanghai Huxin Technology Co., Ltd. [Member] | |||||
Deposits for Investments in Equity Investees (Textual) | |||||
Investments in equity investees | $ 2,000,000 | ||||
Chengdu Jianluo Technology Co., Ltd. [Member] | |||||
Deposits for Investments in Equity Investees (Textual) | |||||
Investments in equity investees | $ 282,103 | ||||
Ownership equity interest percentage | 40.00% | ||||
Shanghai Huxin Technology Co., Ltd. [Member] | |||||
Deposits for Investments in Equity Investees (Textual) | |||||
Investments in equity investees | $ 282,103 | ||||
Ownership equity interest percentage | 40.00% | ||||
Hangzhou Yihe Network Technology [Member] | |||||
Deposits for Investments in Equity Investees (Textual) | |||||
Ownership equity interest percentage | 20.00% | ||||
Issuance of shares | 1,253,814 |
Leasing Business Assets, Net (D
Leasing Business Assets, Net (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Used luxurious cars | $ 2,747,194 | $ 2,795,136 |
Less: accumulated depreciation | (441,061) | (369,027) |
Leasing business assets, net | $ 2,306,133 | $ 2,426,109 |
Leasing Business Assets, Net _2
Leasing Business Assets, Net (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Leasing Business Assets, Net (Textual) | |||
Accumulated impairment | $ 316,683 | $ 322,210 | |
Impairment on operating lease asset | $ 96,318 | ||
Net depreciation expense on used luxurious cars | $ 79,578 | $ 46,858 | |
Description of luxurious cars | Eight used luxurious cars with an aggregated carrying amount of $1,883,879 were pledged for borrowings from third parties. |
Third Party Loan Payables (Deta
Third Party Loan Payables (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Third Parties Loans [Abstract] | ||
Third party loan payables | $ 2,369,669 | $ 2,367,967 |
Third Party Loan Payables (De_2
Third Party Loan Payables (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accrued interest expenses | $ 98,115 | $ 6,869 |
Description of luxurious cars | Eight used luxurious cars with an aggregated carrying amount of $1,883,879 were pledged for borrowings from third parties. | |
Minimum [Member] | ||
Interest rate | 7.00% | |
Maximum [Member] | ||
Interest rate | 11.50% |
Stock Subscription Advance fr_2
Stock Subscription Advance from Shareholders (Details) - USD ($) | Feb. 05, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 21, 2019 |
Stock Subscription Advance from Shareholders (Textual) | ||||
Common stock | $ 28,585 | $ 11,585 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Advance from these investors | $ 1,600,000 | |||
Purchase of common stock | 2,000,000 | |||
Stock subscription advance from shareholder | $ 1,600,000 | |||
Securities Purchased Agreement [Member] | ||||
Stock Subscription Advance from Shareholders (Textual) | ||||
Common stock | $ 2,000,000 | |||
Common stock, par value | $ 0.001 | |||
Share purchase price | $ 0.80 |
Capital Transactions (Details)
Capital Transactions (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Number of shares | |
Number of shares, Balance of warrants outstanding as of December 31, 2019 | 3,033,370 |
Number of shares, Grant of warrants | |
Number of shares, Exercise of warrants | |
Number of shares, Forfeiture of warrants | |
Number of shares, Balance of warrants outstanding as of March 31, 2020 | 3,033,370 |
Weighted average life | |
Weighted average life, Balance of warrants outstanding as of December 31, 2019 | 4 years 4 months 17 days |
Weighted average life, Balance of warrants outstanding as of March 31, 2020 | 3 years 9 months 11 days |
Capital Transactions (Details 1
Capital Transactions (Details 1) - $ / shares | May 20, 2019 | Apr. 11, 2019 | Aug. 30, 2019 |
Class of Warrant or Right [Line Items] | |||
Terms of warrants | 66 months | 60 months | |
Exercise price | $ 1.32 | $ 1.32 | |
Risk free rate of interest | 2.77% | 2.77% | |
Dividend yield | 0.00% | 0.00% | |
Annualized volatility of underlying stock | 57.04% | 55.60% | |
Replacement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Terms of warrants | 55 years 3 months | ||
Exercise price | $ 2.20 | ||
Risk free rate of interest | 2.77% | ||
Dividend yield | 0.00% | ||
Annualized volatility of underlying stock | 63.45% |
Capital Transactions (Details T
Capital Transactions (Details Textual) - USD ($) | May 20, 2019 | Apr. 11, 2019 | Jan. 11, 2019 | May 31, 2020 | Apr. 30, 2020 | Jan. 22, 2020 | Aug. 30, 2019 | Aug. 31, 2020 | Mar. 31, 2020 | Aug. 30, 2020 | May 18, 2020 | Mar. 23, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Common stock, shares issued | 28,585,111 | 11,585,111 | |||||||||||
Common stock, shares outstanding | 28,585,111 | 11,585,111 | |||||||||||
Common stock fair value | $ 1,600,000 | ||||||||||||
Reverse split, description | The Company changed its name to China Bat Group, Inc. and on June 3, 2019, further changed its name to Bat Group, Inc. On March 6, 2020, the Company amended its Certificate of Incorporation with the Secretary of State of Delaware to effect a name change to TD Holdings, Inc. | ||||||||||||
Warrants exercise price | $ 1.32 | $ 1.32 | |||||||||||
Minimum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants exercise price | $ 1.32 | ||||||||||||
Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants exercise price | $ 2.20 | ||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Principal amount | $ 20,000,000 | ||||||||||||
Conversion price | $ 1.80 | $ 1.50 | |||||||||||
Maturity period | 1 year | ||||||||||||
Interest rate | 7.50% | ||||||||||||
Principal rate percentage | 107.50% | ||||||||||||
Description of convertible promissory notes | The Warrants are exercisable immediately upon the date of issuance at the exercise price of $1.80 for cash (the “Warrant Shares”). The Warrants may also be exercised cashless if at any time after the six-month anniversary of the issuance date. There is no effective registration statement registering, or no current prospectus available for the resale of the Warrant Shares, if exercised, The Warrants will expire five years from date of issuance. The Warrants are subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions. The Warrants contain a mandatory exercise right for the Company to force exercise of the Warrants if the Company’s common stock trades at or above $3.00 for 20 consecutive trading days, provided, among other things, that the shares issuable upon exercise of the are registered or may be sold pursuant to Rule 144 and the daily trading volume exceeds 300,000 shares of Common stock per trading day on each trading day in a period of 20 consecutive trading days prior to the applicable date. | ||||||||||||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares issued | 40,000,000 | ||||||||||||
Conversion price | $ 1.50 | ||||||||||||
Cash consideration | $ 36,000,000 | ||||||||||||
Warrants exercise price | $ 1.80 | ||||||||||||
Warrant [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Fair value of warrants | $ 762,480 | $ 1,638,000 | |||||||||||
Warrants, description | In connection with April Offering, the Company issued warrants to investors to purchase a total of 1,680,000 ordinary shares with a warrant term of five (5) years. The warrants have an exercise price of $2.20 per share. On May 20, 2019, the exercise price was reduced to $1.32, and on August 30, 2019 the exercise price was revised to $2.20. | ||||||||||||
Common stock issuance shares | 808,891 | ||||||||||||
Warrant share issued to private placements | 273,370 | ||||||||||||
Warrant offering, description | The Company had 3,033,370 shares of warrants, among which 273,370 shares of warrants were issued to two individuals in private placements, and 2,760,000 shares of warrants were issued in two direct offerings closed on May 20, 2019 (“May Offering”) and April 11, 2019 (“April Offering”) | ||||||||||||
Warrant [Member] | Subsequent Event [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Company's share warrant | 167,978 | ||||||||||||
Warrants, description | In connection with May Offering, the Company issued warrants to investors to purchase a total of 1,080,000 ordinary shares with a warrant term of five and a half (5.5) years. The warrants have an exercise price of $1.32 per share. | ||||||||||||
Warrants exercise price | $ 2.2 | ||||||||||||
Common stock issuance shares | 545,401 | ||||||||||||
Proceeds of escrow account | $ 369,522 | ||||||||||||
Warrants at cashless exercise | 1,502,022 | ||||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares issued | 15,000,000 | ||||||||||||
Common stock issuance shares | 15,000,000 | ||||||||||||
Purchase per share | $ 0.90 | ||||||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock fair value | $ 13,500,000 | ||||||||||||
Replacement Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Fair value of warrants | $ 1,357,440 | ||||||||||||
Warrants exercise price | $ 2.20 | ||||||||||||
Exercise Agreement [Member] | April Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants exercise price | $ 1.17 | ||||||||||||
Exercise Agreement [Member] | May Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants exercise price | $ 0.95 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Loss per share - basic and diluted | ||
Net loss attributable to TD Holdings, Inc.’s Stockholders | $ (354,485) | $ (1,829,826) |
Weighted Average Shares Outstanding-Basic and Diluted | 13,673,023 | 5,169,041 |
Loss per share - basic and diluted | ||
Net loss per share – basic and diluted | $ (0.03) | $ (0.35) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Jan. 01, 2008 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Income Taxes (Textual) | ||||
Uniform tax rate | 25.00% | |||
Income tax examination, description | The New Taxation Law of PRC stipulates that domestic enterprises and foreign invested enterprises (the “FIEs”) are subject to a uniform tax rate of 25%. Under the PRC tax law, companies are required to make quarterly estimate payments based on 25% tax rate; companies that received preferential tax rates are also required to use a 25% tax rate for their installment tax payments. | |||
Increase to liability for unrecognized tax benefit, description | Next 12 months. | |||
Uncertainty income taxes approach, description | The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. The Company is subject to income taxes in the PRC. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. | |||
Deferred tax assets | $ 3,652,525 | $ 3,574,333 | ||
Current income tax expenses | ||||
Tax benefit percentage | 50.00% |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Chengdu Jianluo Technology Co., Ltd. (''Chengdu Jianluo'') [Member] | |
Name of related party | Chengdu Jianluo Technology Co., Ltd. (“Chengdu Jianluo”) |
Relationship with the Company | An associate of the Company, over which the Company has 40% equity interest and exercises significant influence |
Shanghai Huxin Technology Co., Ltd. (''Shanghai Huxin'') [Member] | |
Name of related party | Shanghai Huxin Technology Co., Ltd. (“Shanghai Huxin”) |
Relationship with the Company | An associate of the Company, over which the Company has 40% equity interest and exercises significant influence |
Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) [Member] | |
Name of related party | Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) |
Relationship with the Company | Controlled by Mr. Zhiping Chen, the legal representative of Huamucheng |
Guangzhou Chengji Investment Development Co., Ltd. (“Guangzhou Chengji”) [Member] | |
Name of related party | Guangzhou Chengji Investment Development Co., Ltd. (“Guangzhou Chengji”) |
Relationship with the Company | Controlled by Mr. Weicheng Pan, who is an independent director of the Company. |
Tongdow E-commerce Group Co., Ltd. (“TD E-commerce”) [Member] | |
Name of related party | Tongdow E-commerce Group Co., Ltd. ("TD E-commerce") |
Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
Shenzhen Tongdow International Trade Co., Ltd. [Member] | |
Name of related party | Shenzhen Tongdow International Trade Co., Ltd. ("TD International Trade") |
Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
Yunfeihu International E-commerce Group Co., Ltd (“Yunfeihu”) [Member] | |
Name of related party | Yunfeihu International E-commerce Group Co., Ltd ("Yunfeihu") |
Relationship with the Company | An affiliate of the Company, over which an immediate family member of Chief Executive Officer owns equity interest and plays a role of director and senior management |
Shenzhen Meifu Capital Co., Ltd. (“Shenzhen Meifu”) [Member] | |
Name of related party | Shenzhen Meifu Capital Co., Ltd. ("Shenzhen Meifu") |
Relationship with the Company | Controlled by Chief Executive Officer of the Company |
Jiaxi Gao [Member] | |
Name of related party | Jiaxi Gao |
Relationship with the Company | Chief Executive Office of the Company prior to January 9, 2020 |
Guotao Deng [Member] | |
Name of related party | Guotao Deng |
Relationship with the Company | Legal representative of Huamucheng before December 31, 2019 |
Tao Sun [Member] | |
Name of related party | Tao Sun |
Relationship with the Company | Senior Management of the Company |
Shun Li [Member] | |
Name of related party | Shun Li |
Relationship with the Company | Legal representative of Beijing Tianxing |
Lu Zhao [Member] | |
Name of related party | Lu Zhao |
Relationship with the Company | Senior Management of the Company |
Related Party Transactions an_4
Related Party Transactions and Balances (Details 1) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | |
Due from related parties | $ 5,574,891 | $ 3,310,883 | |
Qianhai Baiyu [Member] | |||
Due from related parties | [1] | 4,360,948 | 2,840,728 |
Yunfeihu [Member] | |||
Due from related parties | [2] | 750,443 | |
Chengdu Jianluo [Member] | |||
Due from related parties | [3] | 444,587 | 452,346 |
Shanghai Huxin [Member] | |||
Due from related parties | [4] | 17,503 | 17,809 |
TD E-commerce [Member] | |||
Due from related parties | [5] | $ 1,410 | |
[1] | The balance due from Qianhai Baiyu represented a loan principal and interest due from the related party. For the three months ended March 31, 2020, the Company provided loans aggregating $1,593,260 to Qianhai Baiyu. The Company charged the related party interest rates 10% per annum. Principal and interest are repaid on maturity of the loan. Interest income amounted to $54,193 and $nil for the three months ended March 31, 2020 and 2019. The balance of due from Qianhai Baiyu is fully collected as of the date of this report. | ||
[2] | The balance due from Yunfeihu represented a loan principal and interest due from the related party. For the three months ended March 31, 2020, the Company provided loans aggregating $750,279 to Yunfeihu. The Company charged the related party interest rates 10% per annum. Principal and interest are repaid on maturity of the loan. Interest income amounted to $11,794 and $nil for the three months ended March 31, 2020 and 2019. The balance of due from Yunfeihu is fully collected as of the date of this report. | ||
[3] | As of March 31, 2020, the balance due from Chengdu Jianluo consisted of receivables for transfers of two used luxurious cars at consideration aggregating $461,302, netting off against car-related fees due to the related party of $16,715. As of December 31, 2019, the balance due from Chengdu Jianluo consisted of receivables for transfers of two used luxurious cars at consideration aggregating $461,513, netting off against car-related fees due to the related party of $17,006. | ||
[4] | The balance due from Shanghai Huxin represented a loan due from the related party. The balance is collected on demand, and no interest income is charged to the associate. The balance was fully collected as of the date of this report. | ||
[5] | The balance due from Shanghai Huxin represented a loan due from the related party. The balance is collected on demand, and no interest income is charged to the associate. The balance was fully collected as of the date of this report. |
Related Party Transactions an_5
Related Party Transactions and Balances (Details 2) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | |
Due to related parties | $ 2,240,535 | $ 1,017,362 | |
Guangzhou Chengji [Member] | |||
Due to related parties | [1] | 1,920,589 | 970,318 |
Shenzhen Meifu [Member] | |||
Due to related parties | [2] | 235,131 | |
Lu Zhao [Member] | |||
Due to related parties | [3] | 70,306 | 33,269 |
Jiaxi Gao [Member] | |||
Due to related parties | [4] | 7,994 | 8,134 |
Tao Sun [Member] | |||
Due to related parties | [4] | 6,515 | 4,206 |
Guotao Deng [Member] | |||
Due to related parties | [4] | $ 1,435 | |
[1] | The balance due to Guangzhou Chengji represents loan principal and interest due to the related parties. The loan has an interest rate of 8% per annum with a maturity date of September 4, 2020. For the three months ended March 31, 2020, the Company borrowed a loan of $948,863 from Guangzhou Chengji. The Loan has an annual interest rate of 8% and a maturity date of December 4, 2020. For the three months ended March 31, 2020, the Company accrued interest expenses of $32,270. | ||
[2] | As of March 31, 2020, the balance due to Shenzhen Meifu represented advances from the related party for supply chain management services. | ||
[3] | As of March 31, 2020 and December 31, 2019, the balance due to Lu Zhao consisted of the operating expenses of $2,821 and $2,870, respectively, which was paid by the related party on behalf the Company and is payable on demand and interest free, and loan principal and interest aggregating $67,485 and $$30,399 due to the related party. For the three months ended March 31, 2020, the Company borrowed loans aggregating $36,617 form Mr. Lu Zhao, a senior management of the Company. The loan will expire on December 24, 2020. The interest rate charged on the borrowing was 10%. For the three months ended March 31, 2020, the Company accrued interest expenses of $1,574. | ||
[4] | The balances due to Jiaxin Gao, Guotao Deng and Tao Sun represents the operating expenses paid by the related parties on behalf of the Company. The balance is payable on demand and interest free. Mr. Guotao Deng was a legal representative before December 31, 2019, thus he was not a related party of the Company from January 1, 2020. |
Related Party Transactions an_6
Related Party Transactions and Balances (Details 3) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Related party loan, noncurrent | $ 149,515 | $ 152,124 |
Tao Sun [Member] | ||
Related party loan, noncurrent | $ 149,515 | $ 152,124 |
Related Party Transactions an_7
Related Party Transactions and Balances (Details 4) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue from sales of commodity products | $ 1,053,632 | |
Revenue from supply chain management services | 108,837 | |
Total revenues generated from related parties | 1,097,279 | |
Yunfeihu [Member] | ||
Revenue from sales of commodity products | 669,995 | |
Revenue from supply chain management services | 43,647 | |
TD International Trade [Member] | ||
Revenue from sales of commodity products | $ 383,637 |
Related Party Transactions an_8
Related Party Transactions and Balances (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Related Party Transactions and Balances (Textual) | |||
Related party loan payable date | Sep. 30, 2022 | ||
Related party loan interest rate | 9.50% | ||
Loan agreement, description | The Loan has an annual interest rate of 8% and a maturity date of December 4, 2020. For the three months ended March 31, 2020, the Company accrued interest expenses of $32,270. | ||
Interest expenses | $ 36,260 | $ 0 | |
Interest rates | 8.00% | ||
Recognized interest income | $ 204,657 | $ 133,742 | |
Borrowed a loan | 948,863 | ||
Accrued interest expenses | 32,270 | ||
Qianhai Baiyu [Member] | |||
Related Party Transactions and Balances (Textual) | |||
Related party fees due | $ 16,715 | 17,006 | |
Related party loan interest rate | 10.00% | ||
Lent loans aggregating | $ 1,593,260 | ||
Interest rates | 10.00% | ||
Recognized interest income | $ 54,193 | ||
Consideration aggregating | $ 461,302 | 461,513 | |
Guangzhou Chengji [Member] | |||
Related Party Transactions and Balances (Textual) | |||
Related party loan payable date | Sep. 4, 2020 | ||
Related party loan interest rate | 8.00% | ||
Lu Zhao [Member] | |||
Related Party Transactions and Balances (Textual) | |||
Related party loan payable date | Dec. 30, 2022 | ||
Related party loan interest rate | 10.00% | ||
Loan agreement, description | The Company borrowed loans aggregating $36,617 form Mr. Lu Zhao, a senior management of the Company. The loan will expire on December 24, 2020. The interest rate charged on the borrowing was 10%. | ||
Operating expenses paid by related party | $ 2,821 | 2,870 | |
Lent loans aggregating | 67,485 | $ 30,399 | |
Accrued interest expenses | $ 1,574 | ||
Yunfeihu [Member] | |||
Related Party Transactions and Balances (Textual) | |||
Loan agreement, description | The Company provided loans aggregating $750,279 to Yunfeihu. The Company charged the related party interest rates 10% per annum. Principal and interest are repaid on maturity of the loan. Interest income amounted to $11,794 and $nil for the three months ended March 31, 2020 and 2019. The balance of due from Yunfeihu is fully collected as of the date of this report. |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | $ 1,220,167 | $ 399,999 |
Cost of revenue and related tax | (1,155,174) | (237,651) |
Gross profit | 64,993 | 162,348 |
Interest (expense) income, net | 5,637 | 10,463 |
Income tax expense | ||
Segment (loss) profit | (354,485) | (1,829,826) |
Segment assets | 12,614,181 | 2,941,747 |
Unallocated [Member] | ||
Revenue | ||
Cost of revenue and related tax | ||
Gross profit | ||
Interest (expense) income, net | 19,001 | |
Income tax expense | ||
Segment (loss) profit | (70,458) | |
Segment assets | 2,384,485 | |
Huamucheng [Member] | ||
Revenue | 1,206,116 | |
Cost of revenue and related tax | (1,055,860) | |
Gross profit | 150,256 | |
Interest (expense) income, net | 44,061 | |
Income tax expense | ||
Segment (loss) profit | (70,583) | |
Segment assets | 5,505,654 | |
Tianxing [Member] | ||
Revenue | 14,051 | 399,999 |
Cost of revenue and related tax | (99,314) | (237,651) |
Gross profit | (85,263) | 162,348 |
Interest (expense) income, net | (57,425) | 10,463 |
Income tax expense | ||
Segment (loss) profit | (213,444) | (1,829,826) |
Segment assets | $ 4,724,042 | $ 2,941,747 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Rights of use lease assets | $ 401,034 | $ 41,188 |
Operating lease liabilities, current | 302,028 | |
Operating lease liabilities, noncurrent | 52,352 | |
Total operating lease liabilities | $ 354,380 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Twelve months ended March 31, 2021 | $ 312,413 | |
Twelve months ended March 31, 2022 | 52,663 | |
Total lease payments | 365,076 | |
Less: imputed interest | (10,696) | |
Present value of lease liabilities | $ 354,380 |
Commitments and Contingencies_4
Commitments and Contingencies (Details Textual) - USD ($) | Apr. 06, 2020 | Aug. 02, 2018 | Jul. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Commitments and Contingencies (Textual) | ||||||
Lease commitments, description | Arbitrator entered a reasoned award, accepting the Company’s proposal for resolution, awarding the Company damages of $1,436,522 against Sorghum and denying Sorghum’s Counterclaim against the Company in its entirety with prejudice. Sorghum has sought to vacate the arbitration award by filing a petition to vacate the arbitration award in the Supreme Court for the State of New York, New York County. The Court heard the Company and Sorghum’s arguments on May 1, 2019, and entered an order vacating the arbitration award. The Company vigorously opposed and moved to confirm the arbitration award on May 6, 2019. On June 5, 2019, the Company filed a notice of appeal with the New York Supreme Court Appellate Division First Department. The appeal was scheduled to be mediated on November 20, 2019. On November 15, 2019, the Company withdrew its appeal filed June 5, 2019, upon the stipulation of the parties and accordingly, the arbitration award is deemed to be vacated. | |||||
Payment to defendants | $ 3,500,000 | |||||
Lease discount rate | 4.75% | |||||
Operating lease expenses | $ 95,124 | $ 16,624 | ||||
Weighted average remaining lease term | 1 year 1 month 2 days | 8 months 16 days | ||||
Subsequent Event [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Harrison fund commitments, description | The Company filed a law suit against Harrison Fund, LLC ("Harrison Fund") in the United States District Court for the Northern District of California (the "District Court") (Case No. 3:20-cv-2307). The Company had invested $1,000,000 in Harrison Fund around May 2019. However, Harrison Fund had been reluctant to disclose related investment information to the Company and it was discovered that certain information presented on Harrison Fund's brochure appeared to be problematic. The Company demanded a return of its investment from Harrison Fund. When the Company failed to obtain a response from Harrison Fund, it filed the complaint against Harrison Fund seeking to recover the $1,000,000 investment. |
Restatement of Consolidated F_3
Restatement of Consolidated Financial Statements (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||||
Loans receivable from third parties | $ 2,996,970 | $ 1,955,697 | ||
Due from related parties | 5,574,891 | 3,310,883 | ||
Other current assets | 278,039 | 166,617 | ||
Current Liabilities | ||||
Advances from customers | 54,270 | 15,249 | ||
Due to related parties | 2,240,535 | 1,017,362 | ||
Income tax payable | 14,482 | 14,735 | ||
Other current liabilities | 387,255 | 420,101 | ||
Total Current Liabilities | 5,368,239 | 5,435,414 | ||
Total Liabilities | 5,570,106 | 5,587,538 | ||
Equity | ||||
Accumulated deficit | (32,741,256) | (32,391,040) | ||
Accumulated other comprehensive loss | (336,583) | (334,281) | ||
Total Shareholders’ Equity | 7,056,916 | 5,809,434 | ||
Total Equity | 7,044,075 | $ 5,800,862 | $ 1,914,348 | $ 2,802,223 |
As Previously Reported [Member] | ||||
Current Assets | ||||
Loans receivable from third parties | 3,735,799 | |||
Due from related parties | 4,823,038 | |||
Other current assets | 291,063 | |||
Current Liabilities | ||||
Advances from customers | 14,987 | |||
Due to related parties | 2,005,891 | |||
Income tax payable | 62,124 | |||
Other current liabilities | 402,301 | |||
Total Current Liabilities | 5,157,000 | |||
Total Liabilities | 5,358,867 | |||
Equity | ||||
Accumulated deficit | (32,526,743) | |||
Accumulated other comprehensive loss | (339,857) | |||
Total Shareholders’ Equity | 7,268,155 | |||
Total Equity | 7,255,314 | |||
Adjustments [Member] | ||||
Current Assets | ||||
Loans receivable from third parties | (738,829) | |||
Due from related parties | 751,853 | |||
Other current assets | (13,024) | |||
Current Liabilities | ||||
Advances from customers | 39,283 | |||
Due to related parties | 234,644 | |||
Income tax payable | (47,642) | |||
Other current liabilities | (15,046) | |||
Total Current Liabilities | 211,239 | |||
Total Liabilities | 211,239 | |||
Equity | ||||
Accumulated deficit | (214,513) | |||
Accumulated other comprehensive loss | 3,274 | |||
Total Shareholders’ Equity | (211,239) | |||
Total Equity | (211,239) | |||
As Restated [Member] | ||||
Current Assets | ||||
Loans receivable from third parties | 2,996,970 | |||
Due from related parties | 5,574,891 | |||
Other current assets | 278,039 | |||
Current Liabilities | ||||
Advances from customers | 54,270 | |||
Due to related parties | 2,240,535 | |||
Income tax payable | 14,482 | |||
Other current liabilities | 387,255 | |||
Total Current Liabilities | 5,368,239 | |||
Total Liabilities | 5,570,106 | |||
Equity | ||||
Accumulated deficit | (32,741,256) | |||
Accumulated other comprehensive loss | (336,583) | |||
Total Shareholders’ Equity | 7,056,916 | |||
Total Equity | $ 7,044,075 |
Restatement of Consolidated F_4
Restatement of Consolidated Financial Statements (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
- Sales of commodity products | $ 1,053,632 | |
- Supply chain management services | 108,837 | |
- Supply chain management services – related parties | 43,647 | |
Total revenue | 1,220,167 | 399,999 |
Cost of revenue | ||
- Commodity product sales | (1,055,539) | |
- Supply chain management services | (321) | |
Gross profit | 64,993 | 162,348 |
Loss Before Income Taxes | (354,485) | (1,829,826) |
Income tax expenses | ||
Net Loss | (354,485) | (1,829,826) |
Net loss attributable to TD Holdings, Inc.’s Stockholders | (350,216) | (1,829,826) |
Comprehensive Loss | ||
Net Loss | (354,485) | (1,829,826) |
Foreign currency translation adjustment | (2,302) | 57,743 |
Comprehensive loss | $ (356,787) | $ (1,772,083) |
Loss per share - basic and diluted | ||
Net loss per share – basic and diluted | $ (0.03) | $ (0.35) |
As Previously Reported [Member] | ||
Revenues | ||
- Sales of commodity products | $ 1,053,632 | |
- Sales of commodity products – related parties | ||
- Supply chain management services | 415,377 | |
- Supply chain management services – related parties | ||
Total revenue | 1,483,060 | |
Cost of revenue | ||
- Commodity product sales | (1,055,143) | |
- Supply chain management services | (717) | |
Gross profit | 327,886 | |
Net Operating Loss | (97,229) | |
Loss Before Income Taxes | (91,592) | |
Income tax expenses | (48,380) | |
Net Loss | (139,972) | |
Net loss attributable to TD Holdings, Inc.’s Stockholders | (135,703) | |
Comprehensive Loss | ||
Net Loss | (139,972) | |
Foreign currency translation adjustment | (5,576) | |
Comprehensive loss | (145,548) | |
Comprehensive loss attributable to TD Holdings, Inc. | $ (141,279) | |
Loss per share - basic and diluted | ||
Net loss per share – basic and diluted | $ (0.01) | |
Adjustments [Member] | ||
Revenues | ||
- Sales of commodity products | $ (1,053,632) | |
- Sales of commodity products – related parties | 1,053,632 | |
- Supply chain management services | (306,540) | |
- Supply chain management services – related parties | 43,647 | |
Total revenue | (262,893) | |
Cost of revenue | ||
- Commodity product sales | (396) | |
- Supply chain management services | 396 | |
Gross profit | (262,893) | |
Net Operating Loss | (262,893) | |
Loss Before Income Taxes | (262,893) | |
Income tax expenses | 48,380 | |
Net Loss | (214,513) | |
Net loss attributable to TD Holdings, Inc.’s Stockholders | (214,513) | |
Comprehensive Loss | ||
Net Loss | (214,513) | |
Foreign currency translation adjustment | 3,274 | |
Comprehensive loss | (211,239) | |
Comprehensive loss attributable to TD Holdings, Inc. | $ (211,239) | |
Loss per share - basic and diluted | ||
Net loss per share – basic and diluted | $ (0.02) | |
As Restated [Member] | ||
Revenues | ||
- Sales of commodity products | ||
- Sales of commodity products – related parties | 1,053,632 | |
- Supply chain management services | 108,837 | |
- Supply chain management services – related parties | 43,647 | |
Total revenue | 1,220,167 | |
Cost of revenue | ||
- Commodity product sales | (1,055,539) | |
- Supply chain management services | (321) | |
Gross profit | 64,993 | |
Net Operating Loss | (360,122) | |
Loss Before Income Taxes | (354,485) | |
Income tax expenses | ||
Net Loss | (354,485) | |
Net loss attributable to TD Holdings, Inc.’s Stockholders | (350,216) | |
Comprehensive Loss | ||
Net Loss | (354,485) | |
Foreign currency translation adjustment | (2,302) | |
Comprehensive loss | (356,787) | |
Comprehensive loss attributable to TD Holdings, Inc. | $ (352,518) | |
Loss per share - basic and diluted | ||
Net loss per share – basic and diluted | $ (0.03) |
Restatement of Consolidated F_5
Restatement of Consolidated Financial Statements (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (354,485) | $ (1,829,826) |
Changes in operating assets and liabilities: | ||
Other current assets | (119,043) | 29,320 |
Advances from customers | 39,892 | 23,180 |
Other current liabilities | (21,674) | (9,242) |
Net Cash Used in Operating Activities | (142,837) | (758,633) |
Cash Flows from Investing Activities: | ||
Loans made to related parties | (2,356,766) | |
Loans made to third parties | (1,081,429) | (592,724) |
Net Cash Used in Investing Activities | (3,438,195) | (999,481) |
Cash Flows from Financing Activities: | ||
Proceeds from borrowings from related parties | 1,063,278 | |
Net Cash Provided by Financing Activities | 1,063,278 | $ 592,724 |
As Previously Reported [Member] | ||
Cash Flows from Operating Activities: | ||
Net loss | (139,972) | |
Changes in operating assets and liabilities: | ||
Other current assets | (132,271) | |
Advances from customers | ||
Due to related parties | ||
Income tax payable | 48,380 | |
Other current liabilities | (6,394) | |
Net Cash Used in Operating Activities | (156,559) | |
Cash Flows from Investing Activities: | ||
Loans made to related parties | (1,593,260) | |
Loans made to third parties | (1,831,708) | |
Net Cash Used in Investing Activities | (3,424,968) | |
Cash Flows from Financing Activities: | ||
Proceeds from borrowings from related parties | 1,063,773 | |
Net Cash Provided by Financing Activities | 1,063,773 | |
Adjustments [Member] | ||
Cash Flows from Operating Activities: | ||
Net loss | (214,513) | |
Changes in operating assets and liabilities: | ||
Other current assets | 13,228 | |
Advances from customers | 39,892 | |
Due to related parties | 238,775 | |
Income tax payable | (48,380) | |
Other current liabilities | (15,280) | |
Net Cash Used in Operating Activities | 13,722 | |
Cash Flows from Investing Activities: | ||
Loans made to related parties | (763,506) | |
Loans made to third parties | 750,279 | |
Net Cash Used in Investing Activities | (13,227) | |
Cash Flows from Financing Activities: | ||
Proceeds from borrowings from related parties | (495) | |
Net Cash Provided by Financing Activities | (495) | |
As Restated [Member] | ||
Cash Flows from Operating Activities: | ||
Net loss | (354,485) | |
Changes in operating assets and liabilities: | ||
Other current assets | (119,043) | |
Advances from customers | 39,892 | |
Due to related parties | 238,775 | |
Income tax payable | ||
Other current liabilities | (21,674) | |
Net Cash Used in Operating Activities | (142,837) | |
Cash Flows from Investing Activities: | ||
Loans made to related parties | (2,356,766) | |
Loans made to third parties | (1,081,429) | |
Net Cash Used in Investing Activities | (3,438,195) | |
Cash Flows from Financing Activities: | ||
Proceeds from borrowings from related parties | 1,063,278 | |
Net Cash Provided by Financing Activities | $ 1,063,278 |
Restatement of Consolidated F_6
Restatement of Consolidated Financial Statements (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Restatement of Consolidated Financial Statements (Textual) | |||
Revenue from supply chain management services decreased | $ 1,220,167 | $ 399,999 | |
Income tax expenses decreased | |||
Net loss increased | (354,485) | $ (1,829,826) | |
Advance from customers | 54,270 | $ 15,249 | |
Due to related parties increased | 2,240,535 | 1,017,362 | |
Income tax payable decreased | 14,482 | $ 14,735 | |
Adjustments [Member] | |||
Restatement of Consolidated Financial Statements (Textual) | |||
Revenue from supply chain management services decreased | (262,893) | ||
Income tax expenses decreased | (48,380) | ||
Net loss increased | (214,513) | ||
Advance from customers | 39,283 | ||
Due to related parties increased | 234,644 | ||
Income tax payable decreased | (47,642) | ||
Other tax payable decreased | $ (15,533) |