Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | TD Holdings, Inc. | |
Trading Symbol | GLG | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 276,237,565 | |
Amendment Flag | false | |
Entity Central Index Key | 0001556266 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-36055 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-4077653 | |
Entity Address, Address Line One | 25th Floor, Block C, Tairan Building | |
Entity Address, Address Line Two | No. 31 Tairan 8th Road, Futian District | |
Entity Address, City or Town | Shenzhen | |
Entity Address, Country | CN | |
Entity Address, Postal Zip Code | 518000 | |
City Area Code | +86 (0755) | |
Local Phone Number | 88898711 | |
Title of 12(b) Security | Common Stock, par value $0.001 | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 3,925,416 | $ 4,311,068 |
Loans receivable from third parties | 177,575,850 | 115,301,319 |
Accounts receivable | 2,997 | |
Prepayments | 218 | |
Due from related parties | 11,358,373 | |
Other current assets | 5,148,250 | 3,288,003 |
Inventories | 1,505,869 | |
Total current assets | 188,158,600 | 134,258,763 |
Non-Current Assets | ||
Plant and equipment, net | 3,809 | 2,872 |
Goodwill | 67,475,493 | 71,028,283 |
Intangible assets, net | 18,246,404 | 21,257,337 |
Right-of-use assets, net | 737,385 | 888,978 |
Total non-current assets | 86,463,091 | 93,177,470 |
Total Assets | 274,621,691 | 227,436,233 |
Current Liabilities | ||
Accounts payable | 3,058,260 | 3,337,758 |
Bank borrowings | 1,072,802 | 1,129,288 |
Third party loans payable | 465,344 | 476,779 |
Contract liabilities | 5,184 | 5,221,874 |
Due to related parties | 21,174 | |
Income tax payable | 10,068,891 | 8,441,531 |
Lease liabilities | 316,978 | 310,665 |
Other current liabilities | 4,864,492 | 4,297,793 |
Convertible promissory notes | 4,397,325 | 3,562,158 |
Total current liabilities | 24,249,276 | 26,799,020 |
Non-Current Liabilities | ||
Deferred tax liabilities | 3,572,320 | 4,178,238 |
Lease liabilities | 435,842 | 586,620 |
Total non-current liabilities | 4,008,162 | 4,764,858 |
Total liabilities | 28,257,438 | 31,563,878 |
Commitments and Contingencies (Note 16) | ||
Equity | ||
Common stock (par value $0.001 per share, 600,000,000 shares authorized; 273,680,088 and 138,174,150 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively) | 273,680 | 138,174 |
Additional paid-in capital | 284,805,054 | 224,790,409 |
Statutory surplus reserve | 1,477,768 | 1,477,768 |
Accumulated deficit | (39,181,475) | (42,200,603) |
Accumulated other comprehensive (loss)/income | (1,010,774) | 11,666,607 |
Total Equity | 246,364,253 | 195,872,355 |
Total Liabilities and Equity | $ 274,621,691 | $ 227,436,233 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 273,680,088 | 138,174,150 |
Common stock, shares outstanding | 273,680,088 | 138,174,150 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | ||||
- Sales of commodity products – third parties | $ 53,108,294 | $ 57,989,381 | $ 100,692,259 | $ 67,022,848 |
- Sales of commodity products – related parties | 1,523,616 | 21,926,631 | ||
- Supply chain management services – third parties | 575,101 | 326,650 | 1,150,252 | 472,425 |
Total Revenue | 53,683,395 | 59,839,647 | 101,842,511 | 89,421,904 |
Cost of revenue | ||||
- Commodity product sales-third parties | (53,250,178) | (57,932,603) | (100,840,754) | (66,965,015) |
- Commodity product sales-related parties | (1,531,336) | (21,917,517) | ||
- Supply chain management services – third parties | 5,912 | (2,592) | (5,690) | (3,642) |
Total cost of revenue | (53,244,266) | (59,466,531) | (100,846,444) | (88,886,174) |
Gross profit | 439,129 | 373,116 | 996,067 | 535,730 |
Operating expenses | ||||
Selling, general, and administrative expenses | (1,875,779) | (2,054,354) | (4,123,486) | (3,624,733) |
Share-based payment for service | (1,695,042) | |||
Total operating expenses | (1,875,779) | (2,054,354) | (4,123,486) | (5,319,775) |
Other income (expenses), net | ||||
Interest income | 4,366,318 | 2,946,236 | 8,756,659 | 5,045,093 |
Interest expenses | (129,116) | (155,825) | (239,442) | (283,248) |
Amortization of beneficial conversion feature relating to issuance of convertible promissory notes | (320,291) | (533,658) | ||
Other income (expenses), net | (221,953) | (379,924) | (126,244) | (386,358) |
Total other income, net | 3,694,958 | 2,410,487 | 7,857,315 | 4,375,487 |
Net income (loss) before income taxes | 2,258,308 | 729,249 | 4,729,896 | (408,558) |
Income tax expenses | (833,037) | (371,393) | (1,710,768) | (771,862) |
Net income (loss) | 1,425,271 | 357,856 | 3,019,128 | (1,180,420) |
Comprehensive Income (Loss) | ||||
Net income (loss) | 1,425,271 | 357,856 | 3,019,128 | (1,180,420) |
Foreign currency translation adjustments | (13,558,577) | 2,706,148 | (12,677,381) | 2,062,570 |
Comprehensive income (loss) | $ (12,133,306) | $ 3,064,004 | $ (9,658,253) | $ 882,150 |
Income (Loss) per share - basic and diluted | ||||
Income (loss) per share – Basic (in Dollars per share) | $ 0.01 | $ 0 | $ 0.01 | $ (0.01) |
Income (loss) per share – Diluted (in Dollars per share) | $ 0.01 | $ 0 | $ 0.01 | $ (0.01) |
Weighted Average Shares Outstanding-Basic (in Shares) | 213,595,841 | 96,821,039 | 206,060,364 | 95,025,014 |
Weighted Average Shares Outstanding- Diluted (in Shares) | 242,849,487 | 102,312,155 | 235,314,010 | 100,516,130 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Equity - USD ($) | Common Stock | Additional paid-in capital | Accumulated Deficit | Surplus Reserve | Accumulated other comprehensive income (loss) | Total |
Balance at Dec. 31, 2020 | $ 79,131 | $ 151,407,253 | $ (39,255,945) | $ 913,292 | $ 6,885,495 | $ 120,029,226 |
Balance (in Shares) at Dec. 31, 2020 | 79,131,207 | |||||
Issuance of common stocks in connection with private placements | $ 15,000 | 24,435,000 | 24,450,000 | |||
Issuance of common stocks in connection with private placements (in Shares) | 15,000,000 | |||||
Issuance of common stocks pursuant to registered direct offering | $ 1,354 | 2,191,634 | 2,192,988 | |||
Issuance of common stocks pursuant to registered direct offering (in Shares) | 1,353,468 | |||||
Issuance of common stocks pursuant to exercise of warrants | $ 1,559 | 1,445,767 | (1,439,826) | 7,500 | ||
Issuance of common stocks pursuant to exercise of warrants (in Shares) | 1,558,891 | |||||
Share-based payment for service | 1,695,042 | 1,695,042 | ||||
Net income (loss) | (1,180,420) | (1,180,420) | ||||
Foreign currency translation adjustments | 2,062,570 | 2,062,570 | ||||
Balance at Jun. 30, 2021 | $ 97,044 | 181,174,696 | (41,876,191) | 913,292 | 8,948,065 | 149,256,906 |
Balance (in Shares) at Jun. 30, 2021 | 97,043,566 | |||||
Balance at Mar. 31, 2021 | $ 96,294 | 181,167,946 | (42,234,047) | 913,292 | 6,241,917 | 146,185,402 |
Balance (in Shares) at Mar. 31, 2021 | 96,293,566 | |||||
Issuance of common stocks pursuant to exercise of warrants | $ 750 | 6,750 | 7,500 | |||
Issuance of common stocks pursuant to exercise of warrants (in Shares) | 750,000 | |||||
Net income (loss) | 357,856 | 357,856 | ||||
Foreign currency translation adjustments | 2,706,148 | 2,706,148 | ||||
Balance at Jun. 30, 2021 | $ 97,044 | 181,174,696 | (41,876,191) | 913,292 | 8,948,065 | 149,256,906 |
Balance (in Shares) at Jun. 30, 2021 | 97,043,566 | |||||
Balance at Dec. 31, 2021 | $ 138,174 | 224,790,409 | (42,200,603) | 1,477,768 | 11,666,607 | 195,872,355 |
Balance (in Shares) at Dec. 31, 2021 | 138,174,150 | |||||
Issuance of common stocks in connection with private placements | $ 122,100 | 56,797,900 | 56,920,000 | |||
Issuance of common stocks in connection with private placements (in Shares) | 122,100,000 | |||||
Issuance of common stocks pursuant to exercise of convertible promissory notes | $ 13,406 | 2,303,745 | 2,317,151 | |||
Issuance of common stocks pursuant to exercise of convertible promissory notes (in Shares) | 13,405,938 | |||||
Beneficial conversion feature relating to issuance of convertible promissory notes | 913,000 | 913,000 | ||||
Net income (loss) | 3,019,128 | 3,019,128 | ||||
Foreign currency translation adjustments | (12,677,381) | (12,677,381) | ||||
Balance at Jun. 30, 2022 | $ 273,680 | 284,805,054 | (39,181,475) | 1,477,768 | (1,010,774) | 246,364,253 |
Balance (in Shares) at Jun. 30, 2022 | 273,680,088 | |||||
Balance at Mar. 31, 2022 | $ 213,002 | 272,020,401 | (40,606,746) | 1,477,768 | 12,547,803 | 245,652,228 |
Balance (in Shares) at Mar. 31, 2022 | 213,001,894 | |||||
Issuance of common stocks in connection with private placements | $ 57,100 | 11,362,900 | 11,420,000 | |||
Issuance of common stocks in connection with private placements (in Shares) | 57,100,000 | |||||
Issuance of common stocks pursuant to exercise of convertible promissory notes | $ 3,578 | 508,753 | 512,331 | |||
Issuance of common stocks pursuant to exercise of convertible promissory notes (in Shares) | 3,578,194 | |||||
Beneficial conversion feature relating to issuance of convertible promissory notes | 913,000 | 913,000 | ||||
Net income (loss) | 1,425,271 | 1,425,271 | ||||
Foreign currency translation adjustments | (13,558,577) | (13,558,577) | ||||
Balance at Jun. 30, 2022 | $ 273,680 | $ 284,805,054 | $ (39,181,475) | $ 1,477,768 | $ (1,010,774) | $ 246,364,253 |
Balance (in Shares) at Jun. 30, 2022 | 273,680,088 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income(loss) | $ 3,019,128 | $ (1,180,420) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Amortization of intangible assets | 2,016,116 | 1,895,871 |
Depreciation of plant and equipment | 3,851 | 130 |
Amortization of discount on convertible promissory notes | 219,333 | 163,333 |
Amortization of right of use assets | 170,084 | |
Amortization of beneficial conversion feature relating to issuance of convertible promissory notes | 533,658 | |
Monitoring fee relating to convertible promissory notes | 105,760 | |
Share-based payment for service | 1,695,042 | |
Standstill fee relating to convertible promissory notes | 356,934 | |
Interest expense for convertible promissory notes | 206,567 | 199,093 |
Deferred tax liabilities | (410,877) | (411,736) |
Changes in operating assets and liabilities: | ||
Other current assets | 37,371 | 601,683 |
Escrow account receivable | (3,103) | (2,520) |
Inventories | (1,558,802) | (882,764) |
Prepayments | (226) | (5,108,162) |
Contract liabilities | (5,129,684) | 1,677,349 |
Accounts payable | (116,501) | 2,297,940 |
Due to related parties | (20,822) | (5,518,273) |
Due from third parties | (1,022,489) | |
Due from related parties | (331,761) | (457,032) |
Income tax payable | 2,121,985 | 1,175,327 |
Other current liabilities | 721,712 | (291,177) |
Lease liabilities | (104,310) | |
Due to third party loans payable | 12,849 | |
Net cash provided by (used in) operating activities | 469,839 | (3,789,382) |
Cash Flows from Investing Activities: | ||
Purchases of intangible assets | (5,100,490) | |
Purchases of plant and equipment | (4,936) | (2,332) |
Purchases of operating lease assets | (58,617) | |
Final payment of acquisition of a subsidiary | (15,533,312) | |
Payment made on loan to related parties | (7,174,955) | |
Payment made on loans to third parties | (80,502,961) | (45,057,871) |
Collection of loans from related parties | 10,839,631 | 43,687,593 |
Collection of loans from third parties | 10,069,408 | 13,370,395 |
Investments in other investing activities | (444,871) | |
Net cash used in investing activities | (60,102,346) | (15,810,972) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock under ATM transaction | 2,192,989 | |
Proceeds from issuance of common stock under private placement transactions | 56,920,000 | 24,450,000 |
Proceeds from exercise of warrants | 7,500 | |
Proceeds from issuance of convertible promissory notes | 3,000,000 | 4,500,000 |
Proceeds from borrowings from third parties | 1,993,828 | |
Repayments made on loans to related parties | (550,930) | |
Payments made on loans to third parties | (9,496,586) | |
Net cash provided by financing activities | 59,920,000 | 23,096,801 |
Effect of exchange rate changes on cash and cash equivalents | (673,145) | 700,055 |
Net increase/(decrease) in cash and cash equivalents | (385,652) | 4,196,502 |
Cash at beginning of period | 4,311,068 | 2,700,013 |
Cash at end of period | 3,925,416 | 6,896,515 |
Supplemental Cash Flow Information | ||
Cash paid for interest expense | 43,310 | |
Cash paid for income tax | 1,744 | 75,416 |
Supplemental disclosure of Non-cash investing and financing activities | ||
Right-of-use assets obtained in exchange for operating lease obligations | 58,617 | |
Issuance of common stocks in connection with conversion of convertible promissory notes | 3,230,150 | |
Issuance of common stocks in connection with warrant cashless exercise in March 2021 | $ 1,439,826 |
Organization and Business Descr
Organization and Business Description | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS DESCRIPTION | 1. ORGANIZATION AND BUSINESS DESCRIPTION The Company conducts business through Shanghai Jianchi Supply chain Co., Ltd (“Shanghai Jianchi”), a subsidiary of the Company, which is engaged in the commodity trading business and providing supply chain management services to customers in the PRC. Supply chain management services consist of loan recommendation services and commodity product distribution services. The Company incorporated Hainan Jianchi Import and Export Co., Ltd, a subsidiary of Shanghai Jianchi, Hainan Baiyu Cross-border e-commerce Limited, a subsidiary of Tongdow HK, and Yangzhou Baiyu Cross-border e-commerce Limited, a subsidiary of Yangzhou Baiyu Venture Capital Co., Ltd during the six months ended June 30, 2022. Name Background Ownership HC High Summit Holding Limited (“HC High BVI”) A BVI company 100% owned by the Company Incorporated on March 22, 2018 A holding company Tongdow Block Chain Information Technology Company Limited (“Tongdow Block Chain”) A Hong Kong company 100% owned by HC High BVI Incorporated on April 2, 2020 A holding company Zhong Hui Dao Ming Investment Management Limited (“ZHDM HK”) A Hong Kong company 100% owned by HC High BVI Incorporated on March 28, 2007 A holding company Tongdow E-trading Limited (“Tongdow HK”) A Hong Kong company 100% owned by HC High BVI Incorporated on November 25, 2010 A holding company Shanghai Jianchi Supply Chain Company Limited (“Shanghai Jianchi”) A PRC company and deemed a wholly foreign owned enterprise (“WFOE”) WFOE, 100% owned by Tongdow Block Chain Incorporated on April 2, 2020 Registered capital of $10 million A holding company Tongdow Hainan Digital Technology Co., Ltd. (“Tondow Hainan”) A PRC limited liability company A wholly owned subsidiary of Shanghai Jianchi Incorporated on July 16, 2020 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 Shenzhen Baiyu Jucheng Data Techonology Co.,Ltd (“Shenzhen Baiyu Jucheng”) A PRC limited liability company VIE of Hao Limo before June 25, 2020, and a wholly owned subsidiary of Shanghai Jianchi 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 Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) A PRC limited liability company A wholly owned subsidiary of Shenzhen Baiyu Jucheng Incorporated on August 17, 2016 Registered capital of $4,523,857 (RMB 30 million) with registered capital of $736,506 (RMB 5 million) paid-up Engaged in commodity trading business and providing supply chain management services to customers The following diagram illustrates our corporate structure as of June 30, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. The unaudited interim condensed consolidated financial information as of June 30, 2022 and for the six months ended June 30, 2022 and 2021 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual condensed consolidated financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended December 31, 2021 previously filed with the SEC on March 16, 2022. In the opinion of management, all adjustments (which include normal recurring adjustments) are necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of June 30, 2022 and its unaudited condensed consolidated results of operations for the three months and six months ended June 30, 2022 and 2021, and its unaudited condensed consolidated cash flows for the six months ended June 30, 2022 and 2021, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the fiscal year or any future periods. Error Correction On March 4, 2021, the Company issued 750,000 fully-vested warrants with an exercise price of $0.01, with a five-year life, to an engaged agent to complete the warrant waiver and exercise agreements. The Company applied Black-Scholes model and determined the fair value of the warrants to be $1.7 million. Significant estimates and assumptions used included stock price on March 4, 2021 of $2.27 per share, risk-free interest rate of one year of 0.08%, life of 5 years, and volatility of 71.57%. The Company’s quarterly financial statements ended March 31, 2021 contained an error related to above share-based payment for service. Management has determined such error was qualitatively immaterial and the correction was made during this quarter. No restatement to previously issued interim financial statements was deemed necessary. The following table illustrates the correction of the error had it been shown in the statement of operations on March 31, 2021 in the interim financial statement in Form 10-Q filing on June 25, 2021: Three months Income from operations as reported $ 557,235 Effect on share-based payment for service (1,695,042 ) Loss from operations as revised $ (1,137,807 ) Three months Net income as reported $ 156,766 Effect on share-based payment for service (1,695,042 ) Net loss as revised $ (1,538,276 ) Three months EPS as reported $ 0.00 Effect on EPS (0.02 ) EPS as revised $ (0.02 ) The Company included $1,695,042 as share-based payment for service on the condensed consolidated statement of operations for the six months ended June 30, 2021. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. Significant accounting estimates reflected in the financial statements include: (i) useful lives and residual value of long-lived assets; (ii) the impairment of long-lived assets and investments; (iii) the valuation allowance of deferred tax assets; (iv) estimates of allowance for doubtful accounts, including loans receivable from third parties and related parties, (v) valuation of Inventory, and (vi) contingencies and litigation. Foreign currency The Company’s financial information is presented in U.S. dollars (“USD”). The functional currency of the Company is the Chinese Yuan Renminbi (“RMB”), the currency of PRC. Any transactions which are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of China prevailing at the dates of the transactions, and exchange gains and losses are included in the statements of operations as foreign currency transaction gain or loss. The consolidated financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. The financial information is first prepared in RMB and then translated into U.S. dollars at period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. (b) Convertible promissory notes Convertible promissory notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method. (c) Beneficial conversion feature The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible promissory notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible promissory notes payable. This discount is amortized over the period from the date of issuance to the date the notes are due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. (d) Inventory Inventories of the Company are bulk commodities products, such as precious metals. Inventories are stated at the lower of cost or net realizable value. Costs of inventory are determined using the first-in first-out method. Adjustments to reduce the cost of inventories are made, if required, for decreases in sales prices, obsolescence or similar reductions in the estimated net re alizable value. We keep inventory for our direct sales model. Our inventory control policy requires us to monitor our inventory level and to manage obsolete inventory. Risk is passed to our customers (or to delivery service providers) upon the delivery of commodities to our customers. For a substantial majority of precious metal sold through our network, the whole transaction process takes from a few hours to a few days, thus our inventory risk is limited. For a small portion of our transactions under direct sales model, we hold inventories for repeating customers with relatively stable demands of large quantity based on our transaction data. We analyze historical sales data and days in inventory to establish inventory management plans. We monitor our real-time inventory volume and adjust our inventory management plans based on factors such as fluctuations in supply and prices, seasonality, and sales of a particular product. (e) Recent accounting pronouncement In June 2016 Financial Instruments - Credit Losses” (“ASC 326”): Measurement of Credit Losses on Financial Instruments Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In January 2017, the FASB issued ASU 2017-04, “Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simplifies how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. Step two of the goodwill impairment test measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with its carrying amount. As amended by ASU 2019-10, annual or interim goodwill impairment tests are performed in fiscal years beginning after December 15, 2022. We do not expect that the adoption of this guidance will have a material impact on our financial position, results of operations and cash flows. In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Loans Receivable from Third Par
Loans Receivable from Third Parties | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
LOANS RECEIVABLE FROM THIRD PARTIES | 3. LOANS RECEIVABLE FROM THIRD PARTIES June 30, December 31, Loans receivable from third parties $ 177,575,850 $ 115,301,319 As of June 30, 2022, the Company has 13 loan agreements compared with ten loan agreements on December 31, 2021. The Company provided loans aggregating $80,502,961 for the purpose of making use of idle cash and maintaining long-term customer relationships and paid back $10,069,408 during the six months ended June 30, 2022. These loans will mature from July 2022 through June 2023, and charges interest rate of 10.95% per annum on these customers. Interest income of $4,365,653 and $916,010 was recognized for the three months ended June 30, 2022 and 2021, respectively. Interest income of $8,755,200 and $1,400,678 was recognized for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022 and December 31, 2021, the Company recorded an interest receivable of $4,562,726 and $3,090,353 as reflected under “other current assets” in the unaudited condensed consolidated balance sheets. As of June 30, 2022 and December 31, 2021 there was no allowance recorded as the Company considers all of the loans receivable fully collectible. |
Plant and Equipment, Net
Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PLANT AND EQUIPMENT, NET | 4. PLANT AND EQUIPMENT, NET June 30, December 31, Cost: Office equipment $ 8,135 $ 3,499 Accumulated depreciation: Office equipment $ (4,326 ) $ (627 ) Plant and equipment, net $ 3,809 $ 2,872 Depreciation expense was $3,851, and currency translation difference was $152 for the six months ended June 30, 2022. Purchase of office equipment was $4,936 and currency translation difference was $300 for the six months ended June 30, 2022. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 5. INTANGIBLE ASSETS June 30, December 31, Customer relationships $ 19,581,607 $ 20,612,639 Software copyright 4,917,007 5,175,902 Total 24,498,614 25,788,541 Less: accumulative amortization (6,252,210 ) (4,531,204 ) Intangible assets, net $ 18,246,404 $ 21,257,337 The Company’s intangible assets consist of customer relationships, which are recorded in connection with acquisitions at their fair value, and software copyright which are purchased from the related party Yunfeihu. Intangible assets with estimable lives are amortized, generally on a straight-line basis, over their respective estimated useful lives of 6.2 years and 6.83 years respectively to their estimated residual values. For the six months ended June 30, 2022, the Company amortized $2,016,116 and currency translation difference was $295,110. For the six months ended June 30, 2021, the Company amortized $1,895,871 and currency translation difference was $8,580. No impairment loss was made against the intangible assets during the six months ended June 30, 2022. The estimated amortization expense for these intangible assets in the next five years and thereafter is as follows: Period ending June 30, 2022: Amount current year $ 1,947,655 2023 3,895,309 2024 3,895,309 2025 3,895,309 2026 3,895,309 Thereafter 717,513 Total: $ 18,246,404 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | 6. DERIVATIVE FINANCIAL INSTRUMENTS Derivative Instruments Not Designated As Hedge Accounting Treatment On April 23, 2021 and May 26, 2022, Hainan Jianchi Import and Export Co., Ltd, a subsidiary of the Company, entered into a contract with CITIC Futures Co., Ltd and Guoyuan Futures Co., Ltd to deal with futures business to hedging sales and purchase commodity products market price risks respectively. The two futures contracts are to trade non-ferrous metal products such as aluminum ingots, copper, silver, and gold. The contract is a derivative instrument for accounting purposes. The quantities of product in these agreements are offset and are priced at prevailing market prices. The contract does not qualify for hedge accounting treatment. The Company recognized other current assets on fair value of $68,539, and the notional amount is about $1.77 million as of June 30, 2022. The realized loss of $128,543 and unrealized gain of $10,447 for the six months ended June 30, 2022, were recognized in other income in the unaudited condensed consolidated statement of operations and comprehensive income (loss). The realized loss of $263,377 and unrealized gain of $48,917 for the three months ended June 30, 2022, were recognized in other income in the unaudited condensed consolidated statement of operations and comprehensive income (loss). |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | 7. GOODWILL The goodwill associated with the Baiyu Acquisition was initially recognized at the acquisition closing date in October 2020. Based on an assessment of the qualitative factors, management determined that it is more likely than not that the fair value of the reporting unit is in excess of its carrying amount. Therefore, management concluded that it was not necessary to proceed with the two-step goodwill impairment test. At June 30, 2022 and December 31, 2021, goodwill was $67,475,493 and $71,028,283, respectively. No impairment loss or other changes were recorded, except for the influence of foreign currency translation for the three months ended June 30, 2022 and 2021. |
Bank Borrowings
Bank Borrowings | 6 Months Ended |
Jun. 30, 2022 | |
Subordinated Borrowings [Abstract] | |
BANK BORROWINGS | 8. BANK BORROWINGS Bank borrowings represent the amounts due to Baosheng County Bank that are due within one year. As of June 30, 2022 and December 31, 2021, bank loans consisted of the following: June 30, December 31, Short-term bank loans: Loan from Baosheng County Bank $ 1,072,802 $ 1,129,288 On August 7, 2020, Qianhai Baiyu entered into three loan agreements with Baosheng County Bank to borrow a total amount of RMB12 million as working capital for one year, with the maturity date of August 7, 2021. The three loans bear a fixed interest rate of 6.5% per annum. The three loans are guaranteed by Shenzhen Herun Investment Co., Ltd, Li Hongbin and Wang Shuang. The loans were repaid in 2020 and 2021, and were finally repaid on August 7, 2021. In August 2021, Qianhai Baiyu entered into another two loan agreements with Baosheng County Bank to borrow a total amount of RMB7.2 million as working capital for one year, with the maturity date of August 2022. The two loans bear a fixed interest rate of 7.8% per annum. The two loans are guaranteed by Shenzhen Herun Investment Co., Ltd, Li Hongbin and Wang Shuang. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASES | 9. LEASES The Company leases three offices under non-cancelable operating leases, two leases with terms of 38 months and the remaining lease term of 24 months. 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. The amortization of right-of-use assets for lease payment is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The Company determines whether a contract is or contains a lease at the inception of the contract and whether that lease meets the classification criteria of 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 discounts lease payments based on an estimate of its incremental borrowing rate. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Supplemental consolidated balance sheet information related to the operating lease was as follows: June 30, December 31, Right-of-use lease assets, net $ 737,385 $ 888,978 Lease Liabilities-current $ 316,978 $ 310,665 Lease liabilities-non current 435,842 586,620 Total $ 752,820 $ 897,285 The weighted average remaining lease terms and discount rates for the operating lease were as follows as of June 30, 2022: Remaining lease term and discount rate: Weighted average remaining lease term (years) 1.42-2.75 Weighted average discount rate 4.75%-5.00 % For the six months ended June 30, 2022 and 2021, the Company charged total amortization of right-of-use assets of $170,084 and $ nil nil The following is a schedule, by fiscal quarter, of maturities of lease liabilities as of June 30, 2022: Period ending June 30, 2022: Amount current year $ 167,783 2023 325,293 2024 304,743 Total lease payments 797,819 Less: imputed interest 44,999 Present value of lease liabilities $ 752,820 |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
OTHER CURRENT LIABILITIES | 10. OTHER CURRENT LIABILITIES June 30, December 31, Accrued payroll and benefit $ 1,576,214 $ 1,265,106 Other tax payable 2,899,717 2,092,869 Others 388,561 939,818 Total $ 4,864,492 $ 4,297,793 |
Convertible Promissory Notes
Convertible Promissory Notes | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 11. CONVERTIBLE PROMISSORY NOTES June 30, December 31, Convertible promissory notes – principal $ 5,395,760 $ 3,976,240 Convertible promissory notes – discount (1,219,375 ) (739,367 ) Convertible promissory notes – interest 220,940 325,285 Convertible promissory notes, net $ 4,397,325 $ 3,562,158 On March 4, 2021, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, pursuant to which the Company issued an unsecured promissory note in the original principal amount of $3,320,000, convertible into shares of common stock, for proceeds of $3,000,000. The Company recorded a debt discount of $320,000, which is being amortized over 12 months. The Company settled convertible promissory note of $200,000 on January 5, 2022, $175,000 on January 26, 2022, $175,000 on February 8, 2022, $200,000 on February 25, 2022, $375,000 on March 17, 2022, $500,000 on March 17, 2022, $179,819 on March 18, 2022 and $ respectively, and issued 644,662, 882,412, 943,701, 1,376,652, 2,581,222, 2,500,000, 899,095 and shares of the Company’s Common Stock on January 10, 2022, January 27, 2022, February 9, 2022, March 2, 2022, March 17, 2022, March 21, 2022, March 22, 2022 and , respectively for the six months ended June 30, 2022. As of June 30, 2022, the c On October 4, 2021, the Company entered into a securities purchase agreement with Atlas Sciences, LLC, a Utah limited liability company, pursuant to which the Company issued the investor an unsecured promissory note on October 4, 2021 in the original principal amount of $2,220,000, convertible into shares of the Company’s common stock, for $2,000,000 in gross proceeds. The convertible promissory note includes an original issue discount of $200,000 along with $20,000 for the investor’s fees, costs and other transaction expenses incurred in connection with the purchase and sale of the Note. for the six months ended June 30, 2022 On May 6, 2022, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, pursuant to which the Company issued an unsecured promissory note in the original principal amount of $3,320,000, convertible into shares of common stock, for proceeds of $3,000,000. The Company recorded a debt discount of $320,000, which is being amortized over 12 months. The above two unsettled c October 4, 2021 and For the above two unsettled c Debt with Conversion and Other Options covered under the Accounting Standards Codification topic 470 (“ ASC 470 c |
Capital Transactions
Capital Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL TRANSACTIONS | 12. CAPITAL TRANSACTIONS Common stock issued in private placements On May 27, 2022, the Company entered into that certain securities purchase agreement with Mr. Xiangjun Wang and Mr. Heung Ming (Henry) Wong, affiliates of the Company, and certain other non-affiliate purchasers who are “non-U.S. Persons” pursuant to which the Company agreed to sell an aggregate of 57,100,000 shares of Common Stock, par value $0.001 per share, at a per share purchase price of $0.20. The transaction was consummated on June 24, 2022 by the issuance of 57,100,000 shares of Common Stock. The Company received proceeds of $11,420,000 in June 2022. Common stock issued pursuant to the conversion of convertible promissory notes The Company settled convertible promissory note of $ and respectively, and issued and shares of the Company’s Common Stock on and , respectively. Warrants A summary of warrants activity for the six months ended June 30, 2022 was as follows: Number of Weighted Weighted Intrinsic Balance of warrants outstanding and exercisable as of December 31, 2021 19,273,370 4.70 years $ 1.43 - Granted - - - - Exercised - - - - Balance of warrants outstanding and exercisable as of June 30, 2022 19,273,370 4.20 years $ 1.43 - As of December 31, 2021, the Company had 19,273,370 shares of warrants, among which 273,370 shares of warrants were issued to two individuals in private placements, and 19,000,000 shares of warrants were issued in three private placements closed on September 22, 2021. In connection with 19,000,000 shares of warrants, the Company issued warrants to investors to purchase a total of 19,000,000 ordinary shares with a warrant term of five (5) years. The warrants have an exercise price of $1.15 per share. The Warrants ended on December 31, 2021 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 equity. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Loss Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | 13. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing the net profit or loss by the weighted average number of common shares outstanding during the period. As of June 30, 2022, the principal amount and interest expense of convertible promissory notes are $5,395,760 and $220,940. Total obligations of $5,616,700 may be dilutive common shares in the future. The number of warrants is excluded from the computation as the anti-dilutive effect. The following table sets forth the computation of basic and diluted loss per common share for the six months ended June 30, 2022 and 2021 respectively: For the Six Months Ended 2022 2021 Net income(loss) $ 3,019,128 $ (1,180,420 ) Weighted Average Shares Outstanding-Basic 206,060,364 95,025,014 Weighted Average Shares Outstanding- Diluted 235,314,010 100,516,130 Net loss per share - basic and diluted Earnings (loss) per share - basic $ 0.01 $ (0.01 ) Earnings (loss) per share - diluted $ 0.01 $ (0.01 ) For the Three Months Ended 2022 2021 Net income $ 1,425,271 $ 357,856 Weighted Average Shares Outstanding-Basic 213,595,841 96,821,039 Weighted Average Shares Outstanding-Diluted 242,849,487 102,312,155 Net loss per share - basic and diluted Earnings (loss) per share - basic $ 0.01 $ 0.00 Earnings (loss) per share - diluted $ 0.01 $ 0.00 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 14. INCOME TAXES The Enterprise Income Tax Law of the People’s Republic of China (“PRC tax law”), which was effective on January 1, 2008, stipulates those domestic enterprises and foreign-invested enterprises 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 six months ended June 30, 2022, 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 June 30, 2022 and December 31, 2021, the Company had deferred tax assets of $6,983,885 and $4,878,864, respectively. The Company maintains a full valuation allowance on its net deferred tax assets as of June 30, 2022. 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 six months ended June 30, 2022 and 2021, the Company had current income tax expenses of $2,121,645 and $1,183,596, respectively, and deferred income tax benefit of $410,877 and $411,734 in the connection of intangible assets generated from the Baiyu acquisition, 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 RMB100,000. 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 June 30, 2022 and December 31, 2021 and the Company does not believe that its unrecognized tax benefits will change over the next 12 months. |
Related Party Transactions and
Related Party Transactions and Balances | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 15. RELATED PARTY TRANSACTIONS AND BALANCES 1) Nature of relationships with related parties Name Relationship with the Company Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. Controlled by Mr. Zhiping Chen, the legal representative of Huamucheng, prior to March 31, 2020 Guangzhou Chengji Investment Development Co., Ltd. Controlled by Mr. Weicheng Pan, who is an independent director of the Company. Yunfeihu International E-commerce Group Co., Ltd 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 Tongdow International Trade Co., Ltd. Controlled by an immediate family member of Chief Executive Officer of the Company Beijing Tongdow E-commerce Co., Ltd. Wholly owned by Tongdow E-commerce Group Co., Ltd. which is controlled by an immediate family member of Chief Executive Officer of the Company Shanghai Tongdow Supply Chain Management Co., Ltd. Controlled by an immediate family member of Chief Executive Officer of the Company Guangdong Tongdow Xinyi Cable New Material Co., Ltd. Controlled by an immediate family member of Chief Executive Officer of the Company Yangzhou Tongdow E-commerce Co., Ltd. Controlled by an immediate family member of Chief Executive Officer of the Company Tongdow (Zhejiang) Supply Chain Management Co., Ltd. Controlled by an immediate family member of Chief Executive Officer of the Company Shenzhen Meifu Capital Co., Ltd. (“Shenzhen Meifu”) Controlled by Chief Executive Officer of the Company Shenzhen Tiantian Haodian Technology Co., Ltd. (“TTHD”) Wholly owned by Shenzhen Meifu Guotao Deng Legal representative of Huamucheng before December 31, 2019 Hainan Tongdow International Trade Co.,Ltd.(“Hainan TD”) Controlled by the same ultimate parent company Yunfeihu modern logistics Co.,Ltd (“Yunfeihu Logistics”) Controlled by the same ultimate parent company Shenzhen Tongdow Jingu Investment Holding Co.,Ltd (“Shenzhen Jingu“) Controlled by an immediate family member of Chief Executive Officer 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 Fujian Pan Shareholder of TD Holdings Inc 2) Balances with related parties - Due from related parties As of June 30, 2022 and December 31, 2021, the balances with related parties were as follows: June 30, December 31, Yunfeihu (i) $ - $ 11,358,373 Total due from related parties $ - $ 11,358,373 (i) The balance due from Yunfeihu represented loans provided to the related party is unsecured. The principal and interest of Yunfeihu has be due in May 2022, with an interest rate of 10.95% per annum. - Due to related parties June 30, December 31, Other related parties $ - $ 21,174 Total due to related parties $ - $ 21,174 3) Transactions with related parties For the three and six months ended June 30, 2022, the Company generated revenues from below related party customers: For the Three Months Ended For the Six Months Ended 2022 2021 2022 2021 Revenue from sales of commodity products Yunfeihu $ - $ 1,523,616 $ - $ 20,284,870 Yangzhou TD - - - 1,641,761 Total revenues generated from related parties $ - $ 1,523,616 $ - $ 21,926,631 4) Purchases from a related party For the six months ended June 30, 2022 and 2021, the Company purchased commodity products from below related party vendors: For the Three Months Ended For the Six Months Ended 2022 2021 2022 2021 Purchase of commodity products Yunfeihu $ - $ - $ - $ 1,641,373 Zhejiang TD - - - 7,950,833 Hainan TD - - - 3,689,844 TD International Trade - - - 1,121,386 Yangzhou TD - - - 6,801,614 Total purchase of commodity products $ - $ - $ - $ 21,205,050 For the three months and six months ended June 30, 2021, the Company purchased copyright software of $5,107,410 from “Yunfeihu”. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES 1) Commitments a Non-cancellable operating leases The following table sets forth our contractual obligations as of June 30, 2022: Payment due by June 30 Total 2023 2024 2025 Operating lease commitments for property management expenses under lease agreement $ 73,040 $ 29,216 $ 29,216 $ 14,608 2) Contingencies a 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 on its investment from Harrison Fund. When the Company failed to obtain a response from Harrison Fund, it filed a 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. |
Risks and Uncertainties
Risks and Uncertainties | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties Disclosure [Abstract] | |
Risks and Uncertainties | 17. Risks and uncertainties (1) Credit risk Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of cash and cash equivalents and trade receivables with its customers. The maximum exposure of such assets to credit risk is their carrying amount as at the balance sheet dates. As of June 30, 2022, approximately $1.98 million was 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 considers the credit standing of customers when making sales to manage the credit risk. Considering the nature of the business at current, the Company believes that the credit risk is not material to its operations. 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. (2) Liquidity risk The Company is also exposed to liquidity risk which is the 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. The Company is required to meet specified financial requirements to maintain its listing on the Nasdaq Capital Market. The minimum bid price per share of its common shares has been below $1.00 for a period of 30 consecutive business days and, therefore, no longer meets the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2). The Company hasn’t until February 28, 2022 to regain compliance, it must prove to be eligible for an additional 180 calendar days that the Company meets the continued listing requirement for the market value of publicly held shares and all other initial listing standards for Nasdaq except for Nasdaq Listing Rule 5550(a)(2). On March 1, 2022, the Company has received notice from Nasdaq indicating that, while it has not regained compliance with the minimum bid price requirement, the Staff of Nasdaq has determined that the Company is eligible for an additional 180 calendar day period, or until August 29, 2022, to regain compliance. If the Company doesn’t regain compliance until August 29, 2022, Nasdaq will provide notice that the common stock of the Company will be subject to delisting from trading. (3) Foreign currency risk The Company’s financial information is presented in USD. The functional currency of the Company is RMB, the currency of the PRC. Any transactions which are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of China prevailing at the dates of the transactions, and exchange gains and losses are included in the statements of operations as foreign currency transaction gain or loss. The consolidated financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. The financial information is first prepared in RMB and then is translated into U.S. dollars at period- end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income in stockholder’s equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. The value of RMB is subject to changes in central government policies and international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Where there is a significant change in the value of RMB, the gains and losses resulting from the translation of financial statements of a foreign subsidiary will be significantly affected. (4) Economic and political risks The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operation may be influenced by the political, economic and legal environment in the PRC and the general state of the PRC economy. In light of the uncertain and rapidly evolving situation relating to the spread of COVID-19, we have taken temporary precautionary measures intended to help minimize the risk of the virus to our employees, our customers, and the communities in which we participate, which could negatively impact our business. To this end, we are evaluating alternative working arrangements, including requiring all employees to work remotely, and we have suspended all non-essential travel for our employees and limiting in-person work-related meetings. In addition, with the extended Chinese business shutdowns that resulted from the outbreak of COVID-19, we may experience delays or the inability to service our customers on a timely basis in our commodities trading business. The disruptions to our supply chain and business operations, or to our suppliers’ or customers’ supply chains and business operations, could include disruptions from the interruptions in the supply of commodities, personnel absences or delivery and storage of commodities, any of which could have adverse ripple effects on our commodities trading business. If we need to close any of our facilities or a critical number of our employees become too ill to work, our ability to provide our products and services to our customers could be materially adversely affected in a rapid manner. Similarly, if our customers experience adverse business consequences due to COVID-19, or any other pandemic, demand for our products and services could also be materially adversely affected in a rapid manner. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the localities in which we or our suppliers and customers operate within China. While the potential economic impact brought by and the duration of COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock. While it is too early to tell whether COVID-19 will have a material effect on our business over time, we continue to monitor the situation as it unfolds. The extent to which COVID-19 affects our results will depend on many factors and future developments, including new information about COVID-19 and any new government regulations which may emerge to contain the virus, among others. (5) Risks related to industry The Company sells precious products to customers through our industrial relationship. Sales contracts are entered into with each individual customer. The Company is the principal under the precious metal direct sales model as the Company controls the products with the ability to direct the use of, and obtain substantially all the remaining benefits from the precious metal products before they are sold to its customers. The Company has a single performance obligation to sell metal products to the buyers. Revenue for precious metal trading under direct sales model is recognized at a point in time when the single performance obligation is satisfied when the products are delivered to the customer. We are under the risk of economic environment in general and specific to the precious metal industry and to China as well as changes to the existing governmental regulations. Commodity trading in China is subject to seasonal fluctuations, which may cause our revenues to fluctuate from quarter to quarter. We generally experience less user traffic and purchase orders during national holidays in China, particularly during the Chinese New Year holiday season in the first quarter of each year. Consequently, the first quarter of each calendar year generally contributes the smallest portion of our annual revenues. Furthermore, as we are substantially dependent on sales of precious metals, our quarterly revenues and results of operations are likely to be affected by price fluctuation under macroeconomic circumstances these years. As our revenues have grown rapidly in recent years, these factors are difficult to discern based on our historical results, which, therefore, should not be relied on to predict our future performance. Our financial condition and results of operations for future periods may continue to fluctuate. As a result, the trading price of our stock may fluctuate from time to time due to seasonality. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS The Company settled convertible promissory notes of $125,000 on July 7, 2022, $125,000 on July 18, 2022, $125,000 on July 26, 2022 and $125,000 on August 4, 2022, respectively, and issued 678,463, 628,014, 625,500 and 625,500 shares of the Company’s common stock on July 7, 2022, July 19, 2022, July 26, 2022 and August 5, 2022 On July 22, the Company’s Board of Directors approved the holding of the 2022 Annual Meeting of Stockholders of the Company at 25 th th The Reverse Stock Split is primarily intended to bring the Company into compliance with the minimum bid price requirement for maintaining its listing on the Nasdaq Capital Market. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | (a) Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. The unaudited interim condensed consolidated financial information as of June 30, 2022 and for the six months ended June 30, 2022 and 2021 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual condensed consolidated financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended December 31, 2021 previously filed with the SEC on March 16, 2022. In the opinion of management, all adjustments (which include normal recurring adjustments) are necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of June 30, 2022 and its unaudited condensed consolidated results of operations for the three months and six months ended June 30, 2022 and 2021, and its unaudited condensed consolidated cash flows for the six months ended June 30, 2022 and 2021, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the fiscal year or any future periods. Error Correction On March 4, 2021, the Company issued 750,000 fully-vested warrants with an exercise price of $0.01, with a five-year life, to an engaged agent to complete the warrant waiver and exercise agreements. The Company applied Black-Scholes model and determined the fair value of the warrants to be $1.7 million. Significant estimates and assumptions used included stock price on March 4, 2021 of $2.27 per share, risk-free interest rate of one year of 0.08%, life of 5 years, and volatility of 71.57%. The Company’s quarterly financial statements ended March 31, 2021 contained an error related to above share-based payment for service. Management has determined such error was qualitatively immaterial and the correction was made during this quarter. No restatement to previously issued interim financial statements was deemed necessary. The following table illustrates the correction of the error had it been shown in the statement of operations on March 31, 2021 in the interim financial statement in Form 10-Q filing on June 25, 2021: Three months Income from operations as reported $ 557,235 Effect on share-based payment for service (1,695,042 ) Loss from operations as revised $ (1,137,807 ) Three months Net income as reported $ 156,766 Effect on share-based payment for service (1,695,042 ) Net loss as revised $ (1,538,276 ) Three months EPS as reported $ 0.00 Effect on EPS (0.02 ) EPS as revised $ (0.02 ) The Company included $1,695,042 as share-based payment for service on the condensed consolidated statement of operations for the six months ended June 30, 2021. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. Significant accounting estimates reflected in the financial statements include: (i) useful lives and residual value of long-lived assets; (ii) the impairment of long-lived assets and investments; (iii) the valuation allowance of deferred tax assets; (iv) estimates of allowance for doubtful accounts, including loans receivable from third parties and related parties, (v) valuation of Inventory, and (vi) contingencies and litigation. Foreign currency The Company’s financial information is presented in U.S. dollars (“USD”). The functional currency of the Company is the Chinese Yuan Renminbi (“RMB”), the currency of PRC. Any transactions which are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of China prevailing at the dates of the transactions, and exchange gains and losses are included in the statements of operations as foreign currency transaction gain or loss. The consolidated financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. The financial information is first prepared in RMB and then translated into U.S. dollars at period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. |
Convertible promissory notes | (b) Convertible promissory notes Convertible promissory notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method. |
Beneficial conversion feature | (c) Beneficial conversion feature The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible promissory notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible promissory notes payable. This discount is amortized over the period from the date of issuance to the date the notes are due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. |
Recent accounting pronouncement | (e) Recent accounting pronouncement In June 2016 Financial Instruments - Credit Losses” (“ASC 326”): Measurement of Credit Losses on Financial Instruments Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In January 2017, the FASB issued ASU 2017-04, “Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simplifies how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. Step two of the goodwill impairment test measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with its carrying amount. As amended by ASU 2019-10, annual or interim goodwill impairment tests are performed in fiscal years beginning after December 15, 2022. We do not expect that the adoption of this guidance will have a material impact on our financial position, results of operations and cash flows. In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Inventory | (d) Inventory Inventories of the Company are bulk commodities products, such as precious metals. Inventories are stated at the lower of cost or net realizable value. Costs of inventory are determined using the first-in first-out method. Adjustments to reduce the cost of inventories are made, if required, for decreases in sales prices, obsolescence or similar reductions in the estimated net re alizable value. We keep inventory for our direct sales model. Our inventory control policy requires us to monitor our inventory level and to manage obsolete inventory. Risk is passed to our customers (or to delivery service providers) upon the delivery of commodities to our customers. For a substantial majority of precious metal sold through our network, the whole transaction process takes from a few hours to a few days, thus our inventory risk is limited. For a small portion of our transactions under direct sales model, we hold inventories for repeating customers with relatively stable demands of large quantity based on our transaction data. We analyze historical sales data and days in inventory to establish inventory management plans. We monitor our real-time inventory volume and adjust our inventory management plans based on factors such as fluctuations in supply and prices, seasonality, and sales of a particular product. |
Organization and Business Des_2
Organization and Business Description (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of corporate structure | Name Background Ownership HC High Summit Holding Limited (“HC High BVI”) A BVI company 100% owned by the Company Incorporated on March 22, 2018 A holding company Tongdow Block Chain Information Technology Company Limited (“Tongdow Block Chain”) A Hong Kong company 100% owned by HC High BVI Incorporated on April 2, 2020 A holding company Zhong Hui Dao Ming Investment Management Limited (“ZHDM HK”) A Hong Kong company 100% owned by HC High BVI Incorporated on March 28, 2007 A holding company Tongdow E-trading Limited (“Tongdow HK”) A Hong Kong company 100% owned by HC High BVI Incorporated on November 25, 2010 A holding company Shanghai Jianchi Supply Chain Company Limited (“Shanghai Jianchi”) A PRC company and deemed a wholly foreign owned enterprise (“WFOE”) WFOE, 100% owned by Tongdow Block Chain Incorporated on April 2, 2020 Registered capital of $10 million A holding company Tongdow Hainan Digital Technology Co., Ltd. (“Tondow Hainan”) A PRC limited liability company A wholly owned subsidiary of Shanghai Jianchi Incorporated on July 16, 2020 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 Shenzhen Baiyu Jucheng Data Techonology Co.,Ltd (“Shenzhen Baiyu Jucheng”) A PRC limited liability company VIE of Hao Limo before June 25, 2020, and a wholly owned subsidiary of Shanghai Jianchi 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 Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) A PRC limited liability company A wholly owned subsidiary of Shenzhen Baiyu Jucheng Incorporated on August 17, 2016 Registered capital of $4,523,857 (RMB 30 million) with registered capital of $736,506 (RMB 5 million) paid-up Engaged in commodity trading business and providing supply chain management services to customers |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of illustrates the correction of the error had it been shown in the statement of operations | Three months Income from operations as reported $ 557,235 Effect on share-based payment for service (1,695,042 ) Loss from operations as revised $ (1,137,807 ) Three months Net income as reported $ 156,766 Effect on share-based payment for service (1,695,042 ) Net loss as revised $ (1,538,276 ) Three months EPS as reported $ 0.00 Effect on EPS (0.02 ) EPS as revised $ (0.02 ) |
Loans Receivable from Third P_2
Loans Receivable from Third Parties (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Schedule of loans receivable from third parties | June 30, December 31, Loans receivable from third parties $ 177,575,850 $ 115,301,319 |
Plant and Equipment, Net (Table
Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of plant and equipment, net | June 30, December 31, Cost: Office equipment $ 8,135 $ 3,499 Accumulated depreciation: Office equipment $ (4,326 ) $ (627 ) Plant and equipment, net $ 3,809 $ 2,872 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | June 30, December 31, Customer relationships $ 19,581,607 $ 20,612,639 Software copyright 4,917,007 5,175,902 Total 24,498,614 25,788,541 Less: accumulative amortization (6,252,210 ) (4,531,204 ) Intangible assets, net $ 18,246,404 $ 21,257,337 |
Schedule of estimated amortization expense | Period ending June 30, 2022: Amount current year $ 1,947,655 2023 3,895,309 2024 3,895,309 2025 3,895,309 2026 3,895,309 Thereafter 717,513 Total: $ 18,246,404 |
Bank Borrowings (Tables)
Bank Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Subordinated Borrowings [Abstract] | |
Schedule of bank borrowings | June 30, December 31, Short-term bank loans: Loan from Baosheng County Bank $ 1,072,802 $ 1,129,288 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of supplemental balance sheet information related to operating lease | June 30, December 31, Right-of-use lease assets, net $ 737,385 $ 888,978 Lease Liabilities-current $ 316,978 $ 310,665 Lease liabilities-non current 435,842 586,620 Total $ 752,820 $ 897,285 |
Schedule of weighted average remaining lease terms and discount rates for the operating lease | Remaining lease term and discount rate: Weighted average remaining lease term (years) 1.42-2.75 Weighted average discount rate 4.75%-5.00 % |
Schedule of maturities of lease liabilities | Period ending June 30, 2022: Amount current year $ 167,783 2023 325,293 2024 304,743 Total lease payments 797,819 Less: imputed interest 44,999 Present value of lease liabilities $ 752,820 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of other current liabilities | June 30, December 31, Accrued payroll and benefit $ 1,576,214 $ 1,265,106 Other tax payable 2,899,717 2,092,869 Others 388,561 939,818 Total $ 4,864,492 $ 4,297,793 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible promissory notes | 11. CONVERTIBLE PROMISSORY NOTES June 30, December 31, Convertible promissory notes – principal $ 5,395,760 $ 3,976,240 Convertible promissory notes – discount (1,219,375 ) (739,367 ) Convertible promissory notes – interest 220,940 325,285 Convertible promissory notes, net $ 4,397,325 $ 3,562,158 |
Capital Transactions (Tables)
Capital Transactions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrants activity | Number of Weighted Weighted Intrinsic Balance of warrants outstanding and exercisable as of December 31, 2021 19,273,370 4.70 years $ 1.43 - Granted - - - - Exercised - - - - Balance of warrants outstanding and exercisable as of June 30, 2022 19,273,370 4.20 years $ 1.43 - |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Loss Per Share Table [Abstract] | |
Schedule of basic and diluted loss per common share | For the Six Months Ended 2022 2021 Net income(loss) $ 3,019,128 $ (1,180,420 ) Weighted Average Shares Outstanding-Basic 206,060,364 95,025,014 Weighted Average Shares Outstanding- Diluted 235,314,010 100,516,130 Net loss per share - basic and diluted Earnings (loss) per share - basic $ 0.01 $ (0.01 ) Earnings (loss) per share - diluted $ 0.01 $ (0.01 ) For the Three Months Ended 2022 2021 Net income $ 1,425,271 $ 357,856 Weighted Average Shares Outstanding-Basic 213,595,841 96,821,039 Weighted Average Shares Outstanding-Diluted 242,849,487 102,312,155 Net loss per share - basic and diluted Earnings (loss) per share - basic $ 0.01 $ 0.00 Earnings (loss) per share - diluted $ 0.01 $ 0.00 |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of due to related parties | Name Relationship with the Company Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. Controlled by Mr. Zhiping Chen, the legal representative of Huamucheng, prior to March 31, 2020 Guangzhou Chengji Investment Development Co., Ltd. Controlled by Mr. Weicheng Pan, who is an independent director of the Company. Yunfeihu International E-commerce Group Co., Ltd 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 Tongdow International Trade Co., Ltd. Controlled by an immediate family member of Chief Executive Officer of the Company Beijing Tongdow E-commerce Co., Ltd. Wholly owned by Tongdow E-commerce Group Co., Ltd. which is controlled by an immediate family member of Chief Executive Officer of the Company Shanghai Tongdow Supply Chain Management Co., Ltd. Controlled by an immediate family member of Chief Executive Officer of the Company Guangdong Tongdow Xinyi Cable New Material Co., Ltd. Controlled by an immediate family member of Chief Executive Officer of the Company Yangzhou Tongdow E-commerce Co., Ltd. Controlled by an immediate family member of Chief Executive Officer of the Company Tongdow (Zhejiang) Supply Chain Management Co., Ltd. Controlled by an immediate family member of Chief Executive Officer of the Company Shenzhen Meifu Capital Co., Ltd. (“Shenzhen Meifu”) Controlled by Chief Executive Officer of the Company Shenzhen Tiantian Haodian Technology Co., Ltd. (“TTHD”) Wholly owned by Shenzhen Meifu Guotao Deng Legal representative of Huamucheng before December 31, 2019 Hainan Tongdow International Trade Co.,Ltd.(“Hainan TD”) Controlled by the same ultimate parent company Yunfeihu modern logistics Co.,Ltd (“Yunfeihu Logistics”) Controlled by the same ultimate parent company Shenzhen Tongdow Jingu Investment Holding Co.,Ltd (“Shenzhen Jingu“) Controlled by an immediate family member of Chief Executive Officer 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 Fujian Pan Shareholder of TD Holdings Inc |
Schedule of due from related parties | June 30, December 31, Yunfeihu (i) $ - $ 11,358,373 Total due from related parties $ - $ 11,358,373 |
Schedule of due to related parties | June 30, December 31, Other related parties $ - $ 21,174 Total due to related parties $ - $ 21,174 |
Schedule of generated revenues from related party customers | For the Three Months Ended For the Six Months Ended 2022 2021 2022 2021 Revenue from sales of commodity products Yunfeihu $ - $ 1,523,616 $ - $ 20,284,870 Yangzhou TD - - - 1,641,761 Total revenues generated from related parties $ - $ 1,523,616 $ - $ 21,926,631 |
Schedule of purchased commodity products from related party vendors | For the Three Months Ended For the Six Months Ended 2022 2021 2022 2021 Purchase of commodity products Yunfeihu $ - $ - $ - $ 1,641,373 Zhejiang TD - - - 7,950,833 Hainan TD - - - 3,689,844 TD International Trade - - - 1,121,386 Yangzhou TD - - - 6,801,614 Total purchase of commodity products $ - $ - $ - $ 21,205,050 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of our contractual obligations | Payment due by June 30 Total 2023 2024 2025 Operating lease commitments for property management expenses under lease agreement $ 73,040 $ 29,216 $ 29,216 $ 14,608 |
Organization and Business Des_3
Organization and Business Description (Details) - Schedule of corporate structure | 6 Months Ended |
Jun. 30, 2022 | |
HC High Summit Holding Limited (“HC High BVI”) [Member] | |
Business Acquisition [Line Items] | |
Name | HC High Summit Holding Limited (“HC High BVI”) |
Background | A BVI company |
Ownership | 100% owned by the Company |
Incorporated date | Incorporated on March 22, 2018 |
Holding company | A holding company |
Tongdow Block Chain Information Technology Company Limited (“Tongdow Block Chain”) [Member] | |
Business Acquisition [Line Items] | |
Name | Tongdow Block Chain Information Technology Company Limited (“Tongdow Block Chain”) |
Background | A Hong Kong company |
Ownership | 100% owned by HC High BVI |
Incorporated date | Incorporated on April 2, 2020 |
Holding company | A holding company |
Zhong Hui Dao Ming Investment Management Limited (“ZHDM HK”) [Member] | |
Business Acquisition [Line Items] | |
Name | Zhong Hui Dao Ming Investment Management Limited (“ZHDM HK”) |
Background | A Hong Kong company |
Ownership | 100% owned by HC High BVI |
Incorporated date | Incorporated on March 28, 2007 |
Holding company | A holding company |
Tongdow E-trading Limited (“Tongdow HK”) [Member] | |
Business Acquisition [Line Items] | |
Name | Tongdow E-trading Limited (“Tongdow HK”) |
Background | A Hong Kong company |
Ownership | 100% owned by HC High BVI |
Incorporated date | Incorporated on November 25, 2010 |
Holding company | A holding company |
Shanghai Jianchi Supply Chain Company Limited (“Shanghai Jianchi”) [Member] | |
Business Acquisition [Line Items] | |
Name | Shanghai Jianchi Supply Chain Company Limited (“Shanghai Jianchi”) |
Background | A PRC company and deemed a wholly foreign owned enterprise (“WFOE”) |
Ownership | WFOE, 100% owned by Tongdow Block Chain |
Incorporated date | Incorporated on April 2, 2020 |
Registered capital | Registered capital of $10 million |
Holding company | A holding company |
Tongdow Hainan Digital Technology Co., Ltd. (“Tondow Hainan”) [Member] | |
Business Acquisition [Line Items] | |
Name | Tongdow Hainan Digital Technology Co., Ltd. (“Tondow Hainan”) |
Background | A PRC limited liability company |
Ownership | A wholly owned subsidiary of Shanghai Jianchi |
Incorporated date | Incorporated on July 16, 2020 |
Registered capital | Registered capital of $1,417,736 (RMB 10 million) with registered capital fully paid-up |
Nature of business | Engaged in commodity trading business and providing supply chain management services to customers |
Shenzhen Baiyu Jucheng Data Techonology Co.,Ltd (“Shenzhen Baiyu Jucheng”) [Member] | |
Business Acquisition [Line Items] | |
Name | Shenzhen Baiyu Jucheng Data Techonology Co.,Ltd (“Shenzhen Baiyu Jucheng”) |
Background | A PRC limited liability company |
Ownership | VIE of Hao Limo before June 25, 2020, and a wholly owned subsidiary of Shanghai Jianchi |
Incorporated date | Incorporated on December 30, 2013 |
Registered capital | Registered capital of $1,417,736 (RMB 10 million) with registered capital fully paid-up |
Nature of business | Engaged in commodity trading business and providing supply chain management services to customers |
Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) [Member] | |
Business Acquisition [Line Items] | |
Name | Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) |
Background | A PRC limited liability company |
Ownership | A wholly owned subsidiary of Shenzhen Baiyu Jucheng |
Incorporated date | Incorporated on August 17, 2016 |
Registered capital | Registered capital of $4,523,857 (RMB 30 million) with registered capital of $736,506 (RMB 5 million) paid-up |
Nature of business | Engaged in commodity trading business and providing supply chain management services to customers |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Mar. 04, 2021 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||
Fully vested warrants | 750,000 | |
Exercise price | $ 0.01 | |
Fair value of warrants | $ 1,700,000 | |
Stock price per share | $ 2.27 | |
Risk free interest rate | 0.08% | |
Risk free interest rate life | 5 years | |
Volatility rate | 71.57% | |
Share-based payment for service | $ 1,695,042 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of illustrates the correction of the error had it been shown in the statement of operations | 3 Months Ended |
Mar. 31, 2021 USD ($) $ / shares | |
Schedule of illustrates the correction of the error had it been shown in the statement of operations [Abstract] | |
Income from operations as reported | $ 557,235 |
Effect on share-based payment for service | (1,695,042) |
Loss from operations as revised | (1,137,807) |
Net income as reported | 156,766 |
Net loss as revised | $ (1,538,276) |
EPS as reported (in Dollars per share) | $ / shares | $ 0 |
Effect on EPS (in Dollars per share) | $ / shares | (0.02) |
EPS as revised (in Dollars per share) | $ / shares | $ (0.02) |
Loans Receivable from Third P_3
Loans Receivable from Third Parties (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Receivables [Abstract] | |||||
Loans aggregating amount | $ 80,502,961 | ||||
Idle cash and maintaining long-term | $ 10,069,408 | ||||
Loans mature, description | These loans will mature from July 2022 through June 2023, and charges interest rate of 10.95% per annum on these customers. | ||||
Interest income | $ 4,365,653 | $ 916,010 | $ 8,755,200 | $ 1,400,678 | |
Interest receivable | $ 4,562,726 | $ 4,562,726 | $ 3,090,353 |
Loans Receivable from Third P_4
Loans Receivable from Third Parties (Details) - Schedule of loans receivable from third parties - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of loans receivable from third parties [Abstract] | ||
Loans receivable from third parties | $ 177,575,850 | $ 115,301,319 |
Plant and Equipment, Net (Detai
Plant and Equipment, Net (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Property, Plant and Equipment [Abstract] | |
Depreciation expense | $ 3,851 |
Currency translation difference | 152 |
Purchase of office equipment | 4,936 |
Currency translation | $ 300 |
Plant and Equipment, Net (Det_2
Plant and Equipment, Net (Details) - Schedule of plant and equipment, net - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Cost: | ||
Office equipment | $ 8,135 | $ 3,499 |
Accumulated depreciation: | ||
Office equipment | (4,326) | (627) |
Plant and equipment, net | $ 3,809 | $ 2,872 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Intangible Assets (Details) [Line Items] | ||
Amortization of intangible assets | $ 2,016,116 | $ 1,895,871 |
Currency translation amount | $ 295,110 | $ 8,580 |
Minimum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Estimated useful lives term | 6 years 2 months 12 days | |
Maximum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Estimated useful lives term | 6 years 9 months 29 days |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of intangible assets [Abstract] | ||
Customer relationships | $ 19,581,607 | $ 20,612,639 |
Software copyright | 4,917,007 | 5,175,902 |
Total | 24,498,614 | 25,788,541 |
Less: accumulative amortization | (6,252,210) | (4,531,204) |
Intangible assets, net | $ 18,246,404 | $ 21,257,337 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of estimated amortization expense - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of estimated amortization expense [Abstract] | ||
current year | $ 1,947,655 | |
2023 | 3,895,309 | |
2024 | 3,895,309 | |
2025 | 3,895,309 | |
2026 | 3,895,309 | |
Thereafter | 717,513 | |
Total: | $ 18,246,404 | $ 21,257,337 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Other current asset on fair value | $ 68,539 | |
Notional amount | 1,770,000 | |
Realized loss | $ 263,377 | 128,543 |
Unrealized gain | $ 48,917 | $ 10,447 |
Goodwill (Details)
Goodwill (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 67,475,493 | $ 71,028,283 |
Bank Borrowings (Details)
Bank Borrowings (Details) - CNY (¥) ¥ in Millions | 1 Months Ended | ||
Aug. 07, 2021 | Aug. 07, 2020 | Aug. 31, 2021 | |
Subordinated Borrowings [Abstract] | |||
Working capital | ¥ 12 | ¥ 7.2 | |
Maturity date | August 7, 2021 | August 2022 | |
Fixed interest rate | 6.50% | 7.80% | |
Loans repaid, description | The loans were repaid in 2020 and 2021, and were finally repaid on August 7, 2021. |
Bank Borrowings (Details) - Sch
Bank Borrowings (Details) - Schedule of bank borrowings - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Short-term bank loans: | ||
Loan from Baosheng County Bank | $ 1,072,802 | $ 1,129,288 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Lease, description | The Company leases three offices under non-cancelable operating leases, two leases with terms of 38 months and the remaining lease term of 24 months. | |||
Amortization of right-of-use assets | $ 93,101 | $ 170,084 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of supplemental balance sheet information related to operating lease - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of supplemental balance sheet information related to operating lease [Abstract] | ||
Right-of-use lease assets, net | $ 737,385 | $ 888,978 |
Lease Liabilities-current | 316,978 | 310,665 |
Lease liabilities-non current | 435,842 | 586,620 |
Total | $ 752,820 | $ 897,285 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of weighted average remaining lease terms and discount rates for the operating lease | 6 Months Ended |
Jun. 30, 2022 | |
Minimum [Member] | |
Leases (Details) - Schedule of weighted average remaining lease terms and discount rates for the operating lease [Line Items] | |
Weighted average remaining lease term (years) | 1 year 5 months 1 day |
Weighted average discount rate | 4.75% |
Maximum [Member] | |
Leases (Details) - Schedule of weighted average remaining lease terms and discount rates for the operating lease [Line Items] | |
Weighted average remaining lease term (years) | 2 years 9 months |
Weighted average discount rate | 5% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of maturities of lease liabilities | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule of maturities of lease liabilities [Abstract] | |
current year | $ 167,783 |
2023 | 325,293 |
2024 | 304,743 |
Total lease payments | 797,819 |
Less: imputed interest | 44,999 |
Present value of lease liabilities | $ 752,820 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - Schedule of other current liabilities - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of other current liabilities [Abstract] | ||
Accrued payroll and benefit | $ 1,576,214 | $ 1,265,106 |
Other tax payable | 2,899,717 | 2,092,869 |
Others | 388,561 | 939,818 |
Total | $ 4,864,492 | $ 4,297,793 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||||||
Jun. 14, 2022 | May 06, 2022 | Mar. 04, 2022 | Mar. 02, 2022 | Feb. 09, 2022 | Jan. 27, 2022 | Jan. 10, 2022 | Oct. 04, 2021 | Mar. 04, 2021 | Jun. 27, 2022 | Mar. 22, 2022 | Mar. 21, 2022 | Mar. 17, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 23, 2022 | Jun. 08, 2022 | Mar. 18, 2022 | Feb. 25, 2022 | Feb. 08, 2022 | Jan. 26, 2022 | Jan. 05, 2022 | Dec. 31, 2021 | |
Convertible Promissory Notes (Details) [Line Items] | ||||||||||||||||||||||||
Gross proceeds | $ 2,000,000 | $ 3,000,000 | $ 4,500,000 | |||||||||||||||||||||
Debt discount | $ 320,000 | |||||||||||||||||||||||
Common stock shares issued (in Shares) | 1,933,457 | 1,376,652 | 943,701 | 882,412 | 644,662 | 1,644,737 | 899,095 | 2,500,000 | 2,581,222 | |||||||||||||||
Convertible notes settlement amount | $ 375,000 | $ 262,331.48 | $ 179,819 | $ 200,000 | $ 175,000 | $ 175,000 | $ 200,000 | |||||||||||||||||
Principal amount | 2,220,000 | |||||||||||||||||||||||
Original discount | 200,000 | |||||||||||||||||||||||
Investors fees | $ 20,000 | |||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||
Conversion description | The Company retains the right to prepay the note at any time prior to conversion with an amount in cash equal to 125% of the principal that the Company elects to prepay at any time six months after the issue date, subject to maximum monthly redemption amount of $250,000 and $375,000, respectively. | |||||||||||||||||||||||
Redemption percentage | 80% | |||||||||||||||||||||||
Embedded beneficial conversion features description | Pursuant to the agreements, the Company shall recognize embedded beneficial conversion features three months after commitment date of $610,000 and $913,000 respectively. | |||||||||||||||||||||||
Beneficial conversion features description | For the settled convertible promissory notes issued on March 4, 2021, the Company has recognized embedded beneficial conversion features $60,867 to profit for the six months ended June 30, 2022, and $nil for the three months ended June 30, 2022. | For the three months ended June 30, 2022, the Company has recognized the amortization of beneficial conversion feature $168,125, and $152,167 to profit. | For the six months ended June 30, 2022, the Company has recognized the amortization of beneficial conversion feature $320,625, and $152,166 to profit. | |||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||||||||||||||||
Gross proceeds | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||||||||
Debt discount | 320,000 | |||||||||||||||||||||||
Principal amount | $ 3,320,000 | |||||||||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||||||||||||||||
Convertible notes settlement amount | $ 500,000 | $ 250,000 |
Convertible Promissory Notes _2
Convertible Promissory Notes (Details) - Schedule of convertible promissory notes - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of convertible promissory notes [Abstract] | ||
Convertible promissory notes – principal | $ 5,395,760 | $ 3,976,240 |
Convertible promissory notes – discount | (1,219,375) | (739,367) |
Convertible promissory notes – interest | 220,940 | 325,285 |
Convertible promissory notes, net | $ 4,397,325 | $ 3,562,158 |
Capital Transactions (Details)
Capital Transactions (Details) - USD ($) | 6 Months Ended | |||||||
Jun. 24, 2022 | Jun. 30, 2022 | Jun. 27, 2022 | Jun. 23, 2022 | Jun. 14, 2022 | Jun. 08, 2022 | May 27, 2022 | Dec. 31, 2021 | |
Capital Transactions (Details) [Line Items] | ||||||||
Securities purchase agreement, description | the Company entered into that certain securities purchase agreement with Mr. Xiangjun Wang and Mr. Heung Ming (Henry) Wong, affiliates of the Company, and certain other non-affiliate purchasers who are “non-U.S. Persons” pursuant to which the Company agreed to sell an aggregate of 57,100,000 shares of Common Stock, par value $0.001 per share, at a per share purchase price of $0.20. | |||||||
Aggregate share issued | 11,420,000 | |||||||
Settled convertible promissory note (in Dollars) | $ 250,000 | $ 262,331.48 | ||||||
Shares of common stock issued | 1,644,737 | 1,933,457 | ||||||
Warrants issued | 19,273,370 | |||||||
Common Stock [Member] | ||||||||
Capital Transactions (Details) [Line Items] | ||||||||
Common stock issuance | 57,100,000 | |||||||
Warrant [Member] | ||||||||
Capital Transactions (Details) [Line Items] | ||||||||
Warrants issued | 273,370 | |||||||
Shares of warrants | 19,000,000 | |||||||
Warrant ordinary sharesissued | 19,000,000 | |||||||
Warrant term | 5 years | |||||||
Exercise price (in Dollars per share) | $ 1.15 | |||||||
Private Placement [Member] | ||||||||
Capital Transactions (Details) [Line Items] | ||||||||
Warrants issued | 19,000,000 |
Capital Transactions (Details)
Capital Transactions (Details) - Schedule of warrants activity | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Schedule of warrants activity [Abstract] | |
Number of shares, Beginning balance | shares | 19,273,370 |
Weighted average life, Beginning balance | 4 years 8 months 12 days |
Weighted average exercise price, Beginning balance | $ / shares | $ 1.43 |
Intrinsic Value, Beginning balance | $ | |
Number of shares, Granted | shares | |
Weighted average life, Granted | |
Weighted average exercise price, Granted | $ / shares | |
Intrinsic Value, Granted | $ | |
Number of Shares, Exercised | shares | |
Weighted average life, Exercised | |
Weighted average exercise price, Exercised | $ / shares | |
Intrinsic Value, Exercised | $ | |
Number of shares, Ending balance | shares | 19,273,370 |
Weighted average life, Ending balance | 4 years 2 months 12 days |
Weighted average exercise price, Ending balance | $ / shares | $ 1.43 |
Intrinsic Value, Ending balance | $ |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Earnings Per Share [Abstract] | |
Principal amount | $ 5,395,760 |
Interest expense | 220,940 |
Dilutive common shares | $ 5,616,700 |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details) - Schedule of basic and diluted loss per common share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of basic and diluted loss per common share [Abstract] | ||||
Net income(loss) | $ 1,425,271 | $ 357,856 | $ 3,019,128 | $ (1,180,420) |
Weighted Average Shares Outstanding-Basic | 213,595,841 | 96,821,039 | 206,060,364 | 95,025,014 |
Weighted Average Shares Outstanding- Diluted | 242,849,487 | 102,312,155 | 235,314,010 | 100,516,130 |
Net loss per share - basic and diluted | ||||
Earnings (loss) per share - basic | $ 0.01 | $ 0 | $ 0.01 | $ (0.01) |
Earnings (loss) per share - diluted | $ 0.01 | $ 0 | $ 0.01 | $ (0.01) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 6 Months Ended | |||
Jan. 01, 2008 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Uniform tax rate | 25% | |||
Income tax examination, description | 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. | |||
Deferred tax assets | $ 6,983,885 | $ 4,878,864 | ||
Current income tax expenses | 2,121,645 | $ 1,183,596 | ||
Deferred income tax | $ 410,877 | $ 411,734 | ||
Uncertainty income taxes approach, description | 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 RMB100,000. 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 June 30, 2022 and December 31, 2021 and the Company does not believe that its unrecognized tax benefits will change over the next 12 months. |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
May 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |||
Interest rate | 10.95% | ||
Purchase copyright software | $ 5,107,410 | $ 5,107,410 |
Related Party Transactions an_4
Related Party Transactions and Balances (Details) - Schedule of due to related parties | 6 Months Ended |
Jun. 30, 2022 | |
Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) |
Relationship with the Company | Controlled by Mr. Zhiping Chen, the legal representative of Huamucheng, prior to March 31, 2020 |
Guangzhou Chengji Investment Development Co., Ltd. (“Guangzhou Chengji”) [Member] | |
Related Party Transaction [Line Items] | |
Name | 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. |
Yunfeihu International E-commerce Group Co., Ltd (“Yunfeihu”) [Member] | |
Related Party Transaction [Line Items] | |
Name | 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 Tongdow International Trade Co., Ltd. (“TD International Trade”) [Member] | |
Related Party Transaction [Line Items] | |
Name | 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 |
Beijing Tongdow E-commerce Co., Ltd. (“Beijing TD”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Beijing Tongdow E-commerce Co., Ltd. (“Beijing TD”) |
Relationship with the Company | Wholly owned by Tongdow E-commerce Group Co., Ltd. which is controlled by an immediate family member of Chief Executive Officer of the Company |
Shanghai Tongdow Supply Chain Management Co., Ltd. (“Shanghai TD”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Shanghai Tongdow Supply Chain Management Co., Ltd. (“Shanghai TD”) |
Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
Guangdong Tongdow Xinyi Cable New Material Co., Ltd. (“Guangdong TD”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Guangdong Tongdow Xinyi Cable New Material Co., Ltd. (“Guangdong TD”) |
Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
Yangzhou Tongdow E-commerce Co., Ltd. (“Yangzhou TD”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Yangzhou Tongdow E-commerce Co., Ltd. (“Yangzhou TD”) |
Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
Tongdow (Zhejiang) Supply Chain Management Co., Ltd. (“Zhejiang TD”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Tongdow (Zhejiang) Supply Chain Management Co., Ltd. (“Zhejiang TD”) |
Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
Shenzhen Meifu Capital Co., Ltd. (“Shenzhen Meifu”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Shenzhen Meifu Capital Co., Ltd. (“Shenzhen Meifu”) |
Relationship with the Company | Controlled by Chief Executive Officer of the Company |
Shenzhen Tiantian Haodian Technology Co., Ltd. (“TTHD”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Shenzhen Tiantian Haodian Technology Co., Ltd. (“TTHD”) |
Relationship with the Company | Wholly owned by Shenzhen Meifu |
Guotao Deng [Member] | |
Related Party Transaction [Line Items] | |
Name | Guotao Deng |
Relationship with the Company | Legal representative of Huamucheng before December 31, 2019 |
Hainan Tongdow International Trade Co.,Ltd.(“Hainan TD”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Hainan Tongdow International Trade Co.,Ltd.(“Hainan TD”) |
Relationship with the Company | Controlled by the same ultimate parent company |
Yunfeihu modern logistics Co.,Ltd (“Yunfeihu Logistics”) [Member] | |
Related Party Transaction [Line Items] | |
Name | Yunfeihu modern logistics Co.,Ltd (“Yunfeihu Logistics”) |
Relationship with the Company | Controlled by the same ultimate parent company |
Shenzhen Tongdow Jingu Investment Holding Co.,Ltd (“Shenzhen Jingu“) [Member] | |
Related Party Transaction [Line Items] | |
Name | Shenzhen Tongdow Jingu Investment Holding Co.,Ltd (“Shenzhen Jingu“) |
Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
Tongdow E-commerce Group Co.,Ltd (“TD E-commerce”) [Member] | |
Related Party Transaction [Line Items] | |
Name | 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 |
Fujian Pan [Member] | |
Related Party Transaction [Line Items] | |
Name | Fujian Pan |
Relationship with the Company | Shareholder of TD Holdings Inc |
Related Party Transactions an_5
Related Party Transactions and Balances (Details) - Schedule of due from related parties - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions and Balances (Details) - Schedule of due from related parties [Line Items] | |||
Total due from related parties | $ 11,358,373 | ||
TTHD [Member] | |||
Related Party Transactions and Balances (Details) - Schedule of due from related parties [Line Items] | |||
Total due from related parties | [1] | $ 11,358,373 | |
[1]The balance due from Yunfeihu represented loans provided to the related party is unsecured. The principal and interest of Yunfeihu has be due in May 2022, with an interest rate of 10.95% per annum. |
Related Party Transactions an_6
Related Party Transactions and Balances (Details) - Schedule of due to related parties - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of due to related parties [Abstract] | ||
Other related parties | $ 21,174 | |
Total due to related parties | $ 21,174 |
Related Party Transactions an_7
Related Party Transactions and Balances (Details) - Schedule of generated revenues from related party customers - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue from sales of commodity products | ||||
Total revenues generated from related parties | $ 1,523,616 | $ 21,926,631 | ||
Yunfeihu [Member] | ||||
Revenue from sales of commodity products | ||||
Revenue from supply chain management services | 1,523,616 | 20,284,870 | ||
Yangzhou TD [Member] | ||||
Revenue from sales of commodity products | ||||
Revenue from supply chain management services | $ 1,641,761 |
Related Party Transactions an_8
Related Party Transactions and Balances (Details) - Schedule of purchased commodity products from related party vendors - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Purchase of commodity products | ||||
Purchase of commodity products | $ 21,205,050 | |||
Yunfeihu [Member] | ||||
Purchase of commodity products | ||||
Purchase of commodity products | 1,641,373 | |||
Zhejiang TD [Member] | ||||
Purchase of commodity products | ||||
Purchase of commodity products | 7,950,833 | |||
Hainan TD [Member] | ||||
Purchase of commodity products | ||||
Purchase of commodity products | 3,689,844 | |||
TD International Trade [Member] | ||||
Purchase of commodity products | ||||
Purchase of commodity products | 1,121,386 | |||
Yangzhou TD [Member] | ||||
Purchase of commodity products | ||||
Purchase of commodity products | $ 6,801,614 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Apr. 06, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |
Harrison fund commitments, description | 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 on its investment from Harrison Fund. When the Company failed to obtain a response from Harrison Fund, it filed a complaint against Harrison Fund seeking to recover the $1,000,000 investment. |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of our contractual obligations | Jun. 30, 2022 USD ($) |
Schedule of our contractual obligations [Abstract] | |
Total | $ 73,040 |
2023 | 29,216 |
2024 | 29,216 |
2025 | $ 14,608 |
Risks and Uncertainties (Detail
Risks and Uncertainties (Details) $ / shares in Units, $ in Thousands | Jun. 30, 2022 USD ($) $ / shares |
Risks and Uncertainties [Abstract] | |
Deposits | $ | $ 1,980 |
Common stock price per share | $ / shares | $ 1 |
Subsequent Events (Details)
Subsequent Events (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent event, description | The Company settled convertible promissory notes of $125,000 on July 7, 2022, $125,000 on July 18, 2022, $125,000 on July 26, 2022 and $125,000 on August 4, 2022, respectively, and issued 678,463, 628,014, 625,500 and 625,500 shares of the Company’s common stock on July 7, 2022, July 19, 2022, July 26, 2022 and August 5, 2022 respectively. |