UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024
Commission File Number: 001-39734
Oriental
Culture Holding LTD.
Room 1402, Richmake Commercial Building
198-200 Queen’s Road Central, Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
Oriental Culture Holding LTD |
| |
|
| Date: November 12, 2024 |
By: |
/s/ Yi Shao |
| |
Name: |
Yi Shao |
| |
Title: |
Chief Executive Officer |
Exhibit Index
2
Exhibit 99.1
Oriental Culture Holding LTD Announces First
Half Year of 2024 Unaudited Financial Results
Hong Kong, November 12, 2024 – Oriental
Culture Holding LTD. (“OCG” or the “Company”) (NASDAQ: OCG), a leading online provider of collectibles and artwork
e-commerce services, today announced its unaudited financial results for the six months ended June 30, 2024.
First Half Year of 2024 Financial Highlights
| |
● |
Total revenues were approximately $0.4 million for the six months ended June 30, 2024, compared with the total revenues of approximately $0.8 million for the six months ended June 30, 2023. |
| |
● |
Gross profit was approximately $0.3 million for the six months ended June 30, 2024, compared with approximately gross profit of $0.6 million for the six months ended June 30, 2023. |
| |
● |
Gross margin was 65.8% for the six months ended June 30, 2024, compared with a gross margin of 76.0% for the six months ended June 30, 2023. |
| |
● |
Loss from operations was approximately $2.1 million for the six months ended June 30, 2024, compared with income from operations of approximately $2.4 million for the six months ended June 30, 2023. |
| |
● |
Net loss was approximately $1.9 million for the six months ended June 30, 2024, compared with approximately $2.1 million for the six months ended June 30, 2023. |
| |
|
|
| |
● |
Basic and diluted loss per share was $0.28 for the six months ended June 30, 2024, compared with $0.50 for the six months ended June 30, 2023. |
Recent developments
Starting from May 13, 2024, the trading platform
operated by HKDAEx limited (“HKDAEx”), a wholly owned subsidiary of the Company, for
products and commodities other than collectible and artwork in Hong Kong merged with our main online platform for collectibles and artwork
operated by China International Assets and Equity of Artworks Exchange Limited (the “International Exchange”), also a wholly
owned subsidiary of the Company in Hong Kong, to better integrate our resources, reduce costs, and provide better customer services. The
trading platform of HKDAEx and its related trading business ceased operation as of June 30, 2024.
On May 31, 2024, the Company entered into a Securities
Purchase Agreement (the “Agreement”) with certain purchasers (the “Purchasers”), pursuant to which the Company
sold to the Purchasers in a private placement 14,000,000 ordinary shares (the “Shares”) of the Company, at a purchase price
of $0.50 per share for an aggregate price of $7,000,000 (the “Private Placement”). In connection with offering, the Company
issued the warrants to the Purchasers to purchase up to an aggregate of 14,000,000 ordinary shares at an exercise price of $0.50 per share
(the “Warrants”). The Warrants have a term of two years and are exercisable by the holder at any time on or after six months
after the issuance date. As a result of this Private Placement, Mr. Huajun Gao and Mr. Aiming Kong’s beneficial ownership in
the Company changed from 10.7% each to 2.6% each. Mr. Gao and Mr. Kong are not officers, directors or employees of the Company, its VIE
or subsidiaries of the VIE.
Impact of investigation
and charge against Nanjing Jinwang
On July 1, 2022, Mr.
Huajun Gao and Mr. Aiming Kong, each a shareholder of Oriental Culture Holding LTD (the “Company”), were detained by Nan County
Public Safety Bureau of Yiyang City, Hunan Province, China. On July 26, 2022, Nan County People’s Procuratorate (“NCPP”)
approved the arrest of Mr. Gao and Mr. Kong with charge of illegal business operation of Nanjing Jinwang Art Purchase E-commerce Co.,
Ltd., a company controlled by Mr. Gao and Mr. Kong (“Nanjing Jinwang”) and prosecuted them. The Court had the trial in January
2024 and both of them are currently released on bail waiting for the judgement of the Court.
On July 1, 2022, the
bank accounts of Nanjing Jinwang were frozen by Nan County Public Safety Bureau, including a trust account into which the customers of
the Company deposit their security deposits in order to trade on the Company’s two online trading platforms which the Company has
entrusted Nanjing Jinwang for escrow.
Also, on July 1, 2022,
Nan County Public Safety Bureau froze certain bank accounts of Kashi Longrui Business Management Services Co., Ltd. (“Kashi Longrui”),
Kashi Dongfang Cangpin Culture Development Co., Ltd. (“Kashi Dongfang”) and Nanjing Yanyu Information Technology Co., Ltd.
(“Nanjing Yanyu”), all subsidiaries of Jiangsu Yanggu Culture Development Co., Ltd., the variable interest entity of the Company
in China because they, each had business relationship with Nanjing Jinwang.
Neither the Company nor
its VIE or subsidiaries of its VIE has received any notification for enforcement charges from Nan County Public Safety Bureau, other than
cash and short-term investment in the frozen bank accounts with balances totaling approximately $17.3 million and due from Nangjng Jinwang
of approximately $0.1 million relating to the Nanjing Jinwang investigation as described above as of June 30, 2024. Currently the customers
can freely transfer their deposits and make their withdrawals based on their actual needs. Mr. Gao and Mr. Kong are not officers, directors
or employees of the Company, its VIE or subsidiaries of the VIE.
Due to the Nanjing Jinwang
case and frozen bank accounts, the business operations of the Company have been materially and negatively impacted as its customers experienced
difficulties withdrawing their security deposits through online banking and have concerns regarding their deposited funds. The Company
has taken remedial measures to assist its customers in withdrawing security deposits, such as through manual and in person application
with the bank to transfer funds, so that they will have confidence in the Company and continue to list and trade art and collectible products
on the online platforms of the Company. However, the Company’s business has been material and negatively impacted and there can
be no assurance that the Company will be able to restore customer confidence in using the Company’s services efficiently or at all.
The Company has
and will continue to communicate with Nan County Public Safety Bureau and other government authorities to obtain more information
regarding the investigation and to attempt to unfreeze the bank accounts for the subsidiaries of the VIE. The Company will monitor the
development of the case and will provide additional information concerning its impact on the Company’s business in due course.
This investigation and
case against Nanjing Jinwang and slow recovery of Chinese economy after COVID-19 have negative impacted on our revenue and net income
for the six months ended June 30, 2024. Our revenue decreased approximately $0.4 million from approximately $0.8 million for the six months
ended June 30, 2023 to approximately $0.4 million for the same period of 2024.
Liquidity and Capital Resources
The Company typically financed its operations
through internally generated cash and equity financing. As of June 30, 2024, excluding restricted cash and investments, the Company had
approximately $18.8 million in cash. The Company’s working capital was approximately $23.7 million at June 30, 2024, excluding the
funds that were frozen relating to Nanjing Jinwang investigation. As of June 30, 2024, cash and short term investment in the frozen bank
accounts with balances totaling approximately $17.3 million and due from Nanjing Jinwang of approximately $0.5 million relating to the
Nanjing Jinwang investigation. Currently the customers can freely transfer their deposits and make their withdrawals based on their actual
needs.
If the Company is unable
to realize its assets within the normal operating cycle of a 12-month period, the Company may have to consider supplementing its available
sources of funds through the following sources:
| |
● |
other available sources of equity or debt financing from financial institutions or investors; and |
| |
● |
financial support from our related parties and shareholders. |
Based on the above considerations,
the Company’s management believes that it has sufficient funds to meet its working capital requirements and debt obligations as
they become due over the next 12 months.
Results of Operations
The tables in the following discussion summarize
our consolidated statements of income and comprehensive income for the periods indicated. The operating results in any period are not
necessarily of the results that may be expected for any future period.
Six Months Ended June 30, 2024 and June 30, 2023
| | |
For the Six Months Ended
June 30, | | |
Variance | |
| | |
2024 | | |
2023 | | |
Amount | | |
% | |
| | |
(Unaudited) | | |
(Unaudited) | | |
| | |
| |
| Net revenues | |
$ | 392,624 | | |
$ | 722,624 | | |
$ | (330,000 | ) | |
| (45.7 | )% |
| Net revenues – related parties | |
| 54,633 | | |
| 76,836 | | |
| (22,203 | ) | |
| (28.9 | )% |
| Total operating revenues | |
| 447,257 | | |
| 799,460 | | |
| (352,203 | ) | |
| (44.1 | )% |
| Less: cost of revenues | |
| (152,802 | ) | |
| (191,526 | ) | |
| 38,724 | | |
| (20.2 | )% |
| Gross profit | |
| 294,455 | | |
| 607,934 | | |
| (313,479 | ) | |
| (51.6 | )% |
| Operating expenses | |
| (2,373,523 | ) | |
| (2,997,869 | ) | |
| 624,346 | | |
| (20.8 | )% |
| Loss from operations | |
| (2,079,068 | ) | |
| (2,389,935 | ) | |
| 310,867 | | |
| (13.0 | )% |
| Other income, net | |
| 205,996 | | |
| 261,869 | | |
| (55,873 | ) | |
| (21.3 | )% |
| Loss before income taxes | |
| (1,873,072 | ) | |
| (2,128,066 | ) | |
| 254,994 | | |
| (12.0 | )% |
| Provision for income taxes | |
| - | | |
| 8,643 | | |
| (8,643 | ) | |
| (100.0 | )% |
| Net loss | |
| (1,873,072 | ) | |
| (2,136,709 | ) | |
| 263,637 | | |
| (12.3 | )% |
| Foreign currency translation adjustment | |
| (192,302 | ) | |
| (1,075,044 | ) | |
| 882,742 | | |
| (82.1 | )% |
| Comprehensive loss | |
$ | (2,065,374 | ) | |
$ | (3,211,753 | ) | |
| 1,146,379 | | |
| (35.7 | )% |
| Weighted average number of ordinary shares outstanding – basic and diluted | |
| 6,800,280 | | |
| 4,245,402 | | |
| 2,554,878 | | |
| 60.2 | % |
| Basic and diluted earnings per share | |
$ | (0.28 | ) | |
$ | (0.50 | ) | |
$ | 0.23 | | |
| (45.3 | )% |
Revenues:
The following table sets forth the principal components
of our net revenues by amounts and percentages of our net revenues for the periods indicated:
| | |
For the Six Months Ended June 30, | | |
Variance | |
| | |
2024 | | |
2023 | | |
Amount | | |
% | |
| | |
Revenue | | |
% | | |
Revenue | | |
% | | |
| | |
| |
| Listing services fees(1) | |
$ | 101,934 | | |
| 22.8 | % | |
$ | 54,535 | | |
| 6.8 | % | |
$ | 47,399 | | |
| 86.9 | % |
| Transaction fees(2) | |
| 224,049 | | |
| 50.1 | % | |
| 497,808 | | |
| 62.3 | % | |
| (273,759 | ) | |
| (55.0 | )% |
| Marketing services fees(3) | |
| 65,763 | | |
| 14.7 | % | |
| 169,137 | | |
| 21.2 | % | |
| (103,374 | ) | |
| (61.1 | )% |
| Other revenues(4)* | |
| 55,511 | | |
| 12.4 | % | |
| 77,980 | | |
| 9.7 | % | |
| (22,469 | ) | |
| (28.8 | )% |
| Total operating revenues | |
$ | 447,257 | | |
| 100.0 | % | |
$ | 799,460 | | |
| 100.0 | % | |
$ | (352,203 | ) | |
| (44.1 | )% |
| * | Including $54,633 and $76,836
from related parties for the six months ended June 30, 2024 and 2023, respectively. |
| (1) | Listing service fees: Our performance obligation is to
provide listings on our platform. Listing service fees are calculated based on a percentage of the listing value of collectibles, artwork
and commodities. Listing value is the total offering price of the collectible, artwork and commodities when the units are initially listed
on our trading platforms. We utilize an appraised value as a basis to determine the appropriate listing value for each collectible, artwork
or commodities, or portfolio of collectibles, artwork or commodities. We recognize the related revenue upon our completion of our performance
obligation to the customer as its item is successfully listed for trading on our platforms. Our standard listing fees for artwork and
collectibles range from 6% to 10 % for both of the six months ended June 30, 2024 and 2023 and standard listing fees for commodities
was 3% to 8% of the initial listing value for both of the six months ended June 30, 2024 and 2023. The rate is dependent on the type
of listings and is negotiated on a case-by-case basis. |
Total listing service fees increased by approximately
$47,000 or 86.9% from approximately $55,000 for the six months ended June 30, 2023 to approximately $102,000 for the same period in 2024.There
was an increase in listing values of approximately $13.4 million generated by new products listings to approximately $15.8 million for
the six months ended June 20, 2024 from $2.4 million for the six months ended June 30, 2023. The numbers of new collectibles/artwork and
commodities that were successfully listed on our platforms increased from 2 for the six months ended June 30, 2023 to 7 for the six months
ended June 30, 2024. Our listing services was affected by the Nanjing Jinwang investigation that started in second half of 2022 and certain
new listings applications were put on hold and delayed until 2024 which increased our listing service fee for the six months ended June
30, 2024.
| (2) | Transaction fee revenue: Transaction fee revenue is generally
calculated based on the transaction value of collectibles, artwork or commodities per transaction for our services to facilitate the
trading transactions. Transaction value is the dollar amount of the purchase and sale of the collectibles, artwork or commodities after
it is listed on our platform. We typically charge from 0.15% to 0.3% of the transaction value per transaction from both the purchase
and sale side of the transaction resulting in an aggregate of 0.3% to 0.6% of total transaction value. Sometimes, we charge a predetermined
transaction rate, which is negotiated on a case-by-case basis, for selected traders with specific large transactions. Transaction fee
revenue also includes predetermined monthly transaction fees, which are negotiated on a case-by-case basis for selected traders with
high trading volume, and is recognized and earned over the specified service period. |
Total transaction fee revenue decreased by approximately
$274,000 or 55.0% from approximately $498,000 for the six months ended June 30, 2023 to approximately $224,000 for the same period in
2024. The decrease was due to the decrease in total transaction value. Transaction fee revenue is calculated based on a certain percentage
of the transaction value per transaction. Our total transaction value decreased from approximately $300 million for the six months ended
June 30, 2023 to approximately $86.8 million for the same period in 2024. The decrease in the transaction value was mainly due to less
transactions by the customers caused by negative impact from the freezing of bank accounts caused by the Nanjing Jinwang investigation.
| (3) | Marketing service fees: Marketing service fees is what
we charge for promoting and marketing our customers’ collectible or artwork. The services include assisting our customers in connection
with his/her listing and trading of his/her collectible/artwork on our platform, which mainly includes consulting and supporting services
of the marketability for the collectible/artwork; assessing its market value and market acceptance for the collectible/artwork; and assisting
in the application and legal protection required for the customer’s collectible/artwork to be approved for listing on our platform.
For marketing service contracts in which the related performance obligations can be completed within a short period of time, the Company
recognizes the related revenue upon the completion of its performance obligations. |
Marketing service agreements also include providing
promotion services for customers’ items as where to place ads on well-known cultural or art exchange websites in China, to provide
online and offline marketing services including cooperation with auction houses and participate in industry-related exhibitions and fairs.
The marketing service fees are charged on a negotiated fixed fee basis, which is based on the type of the listing session that the customer
applies for and whether the customer has listed and sold its collectibles on other platforms before, and they were not based on the
value of the underlying collectible, artwork and commodities. Marketing service contracts and fees are recognized upon the completion
of all performance obligations.
Marketing service fees decreased by approximately
$103,000 or 61.1% from approximately $169,000 for the six months ended June 30, 2023 to approximately $66,000 for the same period in 2024.
The decrease was due to the decrease in demand for marketing services from customers to promote their listed items.
| (4) | Other revenues: Other revenues primarily includes services
fees for IT technical support and agency recommendation fees. IT technical support fees are negotiated on a case by case basis and is
recognized when the related services have been performed based on the specific terms of the contract. Agency recommendation fees are
mainly revenue generated from providing consulting and training services to certain traders/agents. Upon completion of the training and
consulting, these qualified traders/agents may introduce our platform and services to potential customers to list their collectibles
and artwork with us for a fee or promote their own products on our platform. Total other revenues decreased by approximately $22,000
or 28.8% from approximately $78,000, which included approximately $77,000 from providing technological services to our related parties
for the six months ended June 30, 2024, to approximately $56,000, which included approximately $55,000 from providing technological services
to our related parties for the same period in 2024. The decrease was primarily because we provided less consulting and training services
to traders for the six months ended June 30, 2024. |
Cost of Revenues
Cost of revenues decreased by approximately $39,000
or 20.2% from approximately $192,000 for the six months ended June 30, 2023 to approximately $153,000 for the same period in 2024. The
decrease in cost of revenues was primarily due to the decrease in salary of approximately $26,000 and decrease in agent related fees of
approximately $13,000.
Gross Profit
Gross profit decreased by approximately $313,000
or 51.6% from approximately $608,000 for the six months ended June 30, 2023 to approximately $295,000 for the six months ended June 30,
2024. Gross margin for the six months ended June 30, 2024 and 2023 were approximately 65.8% and approximately 76.0%, respectively.
Selling and Marketing Expenses
The following table sets forth our operating expenses
by amounts and percentages for the periods indicated:
| | |
For the Six Months Ended June 30, | | |
| |
| | |
2024 | | |
2023 | | |
Variance | |
| | |
Expense | | |
% | | |
Expense | | |
% | | |
Amount | | |
% | |
| Selling and marketing | |
$ | (142,039 | ) | |
| 6.0 | % | |
$ | (423,930 | ) | |
| 14.1 | % | |
$ | 281,891 | | |
| (66.5 | )% |
| General and administrative | |
| (2,149,008 | ) | |
| 90.5 | % | |
| (2,457,804 | ) | |
| 82.0 | % | |
| 308,796 | | |
| (12.6 | )% |
| General and administrative – related parties | |
| (82,476 | ) | |
| 3.5 | % | |
| (116,135 | ) | |
| 3.96 | % | |
| 33,659 | | |
| (29.0 | )% |
| Total operating expenses | |
$ | (2,373,523 | ) | |
| 100.0 | % | |
$ | (2,997,869 | ) | |
| 100.0 | % | |
$ | 624,346 | | |
| (20.8 | )% |
Selling expenses decreased by approximately $0.3
million, or 66.5%, from approximately $0.4 million for the six months ended June 30, 2023 to approximately $0.1 million for the same period
in 2024. The decrease was primarily due to the decrease in travel and meeting expenses of approximately $0.2 million and marketing expenses
of approximately $0.1 million as we paid less commissions due to less new listings and less traders introduced by third parties.
General and Administrative Expenses
Our general and administrative expenses decreased
by approximately $0.4 million, or 13.3% from approximately $2.6 million including approximately $0.1 million to a related party for the
six months ended June 30, 2023 to approximately $2.2 million including approximately $82,000 to a related party for the same period in
2024. The decrease in our general and administrative expenses was primarily due to decreased professional fees of approximately $0.2 million,
decreased travel and meeting related fees of approximately $56,000 and decreased office and management expenses of approximately $47,000
as we incurred less professional services and management needs due to less business and revenues during the six months ended June 30,
2024.
Other Income
Total other income decreased by approximately
$0.1 million, or 21.3%, from approximately $0.3 million for the six months ended June 30, 2023 to approximately $0.2 million for the same
period in 2024. The decrease was mainly due to the increase of approximately $0.4 million in impairment loss on intangible assets because
of the merge of platform of HKDAEx to International Exchange, offset by the increase of approximately $0.3 million in interest income
as we had approximately $1.9 million more cash as of June 30, 2024 than the same period of 2023.
Provision for Income Taxes
Our provision for income taxes amounted to nil
and $8,643 for the six months ended June 30, 2024 and 2023, respectively as a result of operation losses. We also have provided 100% allowance
on net operating losses from our VIE which incurred losses.
Net Loss
Our net loss decreased by approximately $0.3 million,
or 12.3%, from $2.1 million for the six months ended June 30, 2023 to approximately $1.9 million for the same period in 2024. Such change
was the result of the combination of the changes as discussed above.
Foreign Currency Translation Adjustment
Changes in foreign currency translation adjustment
are mainly due to the fluctuation of foreign exchange rates between RMB/HKD (the functional currency of our operating entities) and the
USD dollar (reporting currency).
Basic and diluted
loss per share
Basic and diluted loss per share were $0.28 and
$0.50 for the six months ended June 30, 2024 and 2023, respectively, a 45.3% decrease. Due to net loss, the basic and diluted shares are
considered the same.
About Oriental Culture Holding LTD
OCG is an online provider of collectibles and
artwork e-commerce services, which allows collectors, artists, art dealers and owners to access an art trading market with a wider range
of collectibles and artwork investors. Through its subsidiaries in Hong Kong, the Company provides trading facilitation for individual
and institutional customers of all kinds of collectibles, artwork and certain commodities on its online platform, and online and offline
integrated marketing, storage and technical maintenance services to customers in China. For more information about the Company, please
visit: www.ocgroup.hk.
Safe Harbor Statement
This press release contains forward-looking statements
as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,”
“expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate
solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed
in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the
Company’s goals and strategies; the Company’s future business development; financial condition and results of operations;
product and service demand and acceptance; reputation and brand; the impact of competition and pricing; changes in technology; government
regulations; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing
and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to
place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s
filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
The Company:
IR Department
Email: IR@ocgroup.hk
Phone: (852) 2110-3909
ORIENTAL CULTURE HOLDING
LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| | |
June 30 | | |
December 31, | |
| | |
2024 | | |
2023 | |
| ASSETS | |
| | |
| |
| | |
| | |
| |
| CURRENT ASSETS | |
| | |
| |
| Cash and equivalents | |
$ | 18,781,264 | | |
$ | 17,684,018 | |
| Restricted cash | |
| 15,554,668 | | |
| 14,740,676 | |
| Short-term investment | |
| 6,849,340 | | |
| 3,247,349 | |
| Restricted investment | |
| 1,750,295 | | |
| 1,741,423 | |
| Accounts receivable, net | |
| 44,603 | | |
| - | |
| Other receivables and prepaid expenses | |
| 743,553 | | |
| 133,705 | |
| Other receivables - related party | |
| - | | |
| 346,114 | |
| Total current assets | |
| 43,723,723 | | |
| 37,893,285 | |
| | |
| | | |
| | |
| PROPERTY AND EQUIPMENT, NET | |
| 8,986,584 | | |
| 9,171,106 | |
| | |
| | | |
| | |
| OTHER ASSETS | |
| | | |
| | |
| Prepaid expenses - non current | |
| 107,650 | | |
| 108,320 | |
| Right-of-use assets | |
| - | | |
| 11,477 | |
| Cost method investments | |
| 911,328 | | |
| 917,002 | |
| Intangible assets, net | |
| 61,506 | | |
| 529,645 | |
| Total other assets | |
| 1,080,484 | | |
| 1,566,444 | |
| | |
| | | |
| | |
| Total assets | |
$ | 53,790,791 | | |
$ | 48,630,835 | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT LIABILITIES | |
| | | |
| | |
| Accounts payable | |
$ | 2,189,840 | | |
$ | 2,566,655 | |
| Accounts payable - related parties | |
| - | | |
| 27,885 | |
| Deferred revenue | |
| 198,436 | | |
| 181,930 | |
| Other payables and accrued liabilities (included related party payable of $7,300 and $400 as of June 30, 2024 and December 31, 2023, respectively) | |
| 335,875 | | |
| 276,414 | |
| Taxes payable | |
| 9,365 | | |
| 16,825 | |
| Lease liability - current | |
| - | | |
| 11,477 | |
| Total current liabilities | |
| 2,733,516 | | |
| 3,081,186 | |
| | |
| | | |
| | |
| Total liabilities | |
| 2,733,516 | | |
| 3,081,186 | |
| | |
| | | |
| | |
| COMMITMENTS AND CONTINGENCIES | |
| | | |
| | |
| | |
| | | |
| | |
| SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| Preferred shares, $0.00005 par value, 100,000,000 shares authorized, no shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | |
| - | | |
| - | |
| Ordinary shares, $0.00025 par value, 180,000,000 shares authorized,
20,491,340 and 6,191,340 shares issued, 18,569,340 and 4,269,340 shares outstanding as of June 30, 2024 and December 31, 2023, respectively* | |
| 5,118 | | |
| 1,543 | |
| Treasury shares, at cost, 1,922,000 shares issued as of June 30, 2024 and December 31, 2023, respectively | |
| (481 | ) | |
| (481 | ) |
| Additional paid-in capital | |
| 30,012,151 | | |
| 22,442,726 | |
| Subscription receivable | |
| - | | |
| - | |
| Statutory reserves | |
| 154,069 | | |
| 153,037 | |
| Retained earnings | |
| 22,814,455 | | |
| 24,688,559 | |
| Accumulated other comprehensive loss | |
| (1,928,037 | ) | |
| (1,735,735 | ) |
| Total shareholders’ equity | |
| 51,057,275 | | |
| 45,549,649 | |
| | |
| | | |
| | |
| Total liabilities and shareholders’ equity | |
$ | 53,790,791 | | |
$ | 48,630,835 | |
| * | Shares and per share data are presented on a retroactive basis
to reflect the share consolidation effected on October 10, 2023. |
ORIENTAL CULTURE HOLDING
LTD. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATION AND
COMPREHENSIVE LOSS
| | |
For the Six Months Ended
June 30, | |
| | |
2024 | | |
2023 | |
| OPERATING REVENUES: | |
| | |
| |
| Net revenues | |
$ | 392,624 | | |
$ | 722,624 | |
| Net revenues - related parties | |
| 54,633 | | |
| 76,836 | |
| Total operating revenues | |
| 447,257 | | |
| 799,460 | |
| | |
| | | |
| | |
| COST OF REVENUES: | |
| (152,802 | ) | |
| (191,526 | ) |
| | |
| | | |
| | |
| GROSS PROFIT | |
| 294,455 | | |
| 607,934 | |
| | |
| | | |
| | |
| OPERATING EXPENSES: | |
| | | |
| | |
| Selling and marketing | |
| (142,039 | ) | |
| (423,930 | ) |
| General and administrative | |
| (2,149,008 | ) | |
| (2,457,804 | ) |
| General and administrative - related parties | |
| (82,476 | ) | |
| (116,135 | ) |
| Total operating expenses | |
| (2,373,523 | ) | |
| (2,997,869 | ) |
| | |
| | | |
| | |
| LOSS FROM OPERATIONS | |
| (2,079,068 | ) | |
| (2,389,935 | ) |
| | |
| | | |
| | |
| OTHER INCOME | |
| | | |
| | |
| Gain from short-term investment | |
| 71,853 | | |
| 69,609 | |
| Interest income | |
| 414,422 | | |
| 107,765 | |
| Impairment loss on intangible assets | |
| (355,941 | ) | |
| - | |
| Other income, net | |
| 75,662 | | |
| 84,495 | |
| Total other income, net | |
| 205,996 | | |
| 261,869 | |
| | |
| | | |
| | |
| LOSS BEFORE INCOME TAXES | |
| (1,873,072 | ) | |
| (2,128,066 | ) |
| | |
| | | |
| | |
| PROVISION FOR INCOME TAX | |
| - | | |
| 8,643 | |
| | |
| | | |
| | |
| NET LOSS | |
| (1,873,072 | ) | |
| (2,136,709 | ) |
| | |
| | | |
| | |
| OTHER COMPREHENSIVE LOSS | |
| | | |
| | |
| Foreign currency translation adjustment | |
| (192,302 | ) | |
| (1,075,044 | ) |
| | |
| | | |
| | |
| COMPREHENSIVE LOSS | |
$ | (2,065,374 | ) | |
$ | (3,211,753 | ) |
| | |
| | | |
| | |
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | |
| | | |
| | |
| Basic and diluted* | |
| 6,800,280 | | |
| 4,245,402 | |
| | |
| | | |
| | |
| LOSS PER SHARE | |
| | | |
| | |
| Basic and diluted | |
$ | (0.28 | ) | |
$ | (0.50 | ) |
| * | Shares and per share data are presented on a retroactive basis
to reflect the share consolidation effected on October 10, 2023. |
8
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