UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~June 30, ~~2019~~2020

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

For the transition period from _________________________ to_________________________

Commission File Number: 001-38036

TAKUNG ART CO., LTD

(Exact name of registrant as specified in its charter)

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

Room 1105 Wing On Plaza, 62 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong

(Address of principal executive offices) (Zip Code)

+852 3158 0977

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company x
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).¨ Yes x No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.¨ Yes ¨ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The number of shares of common stock issued and outstanding as of ~~November 13, 2019~~August 7, 2020 is ~~11,255,129.~~11,271,379.

FORM 10-Q

TAKUNG ART CO., LTD

INDEX

		Page

PART I.	Financial Information	3

	Item 1. Interim Condensed Consolidated Financial Statements (Unaudited)	3

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.	1719

	Item 3. Quantitative and Qualitative Disclosures About Market Risk.	2932

	Item 4. Controls and Procedures.	3292

PART II.	Other Information	3033

	Item 6. Exhibits.	3033

	Signatures	3034

PART I –FINANCIAL INFORMATION

Item 1. Financial Statements

TAKUNG ART CO., LTD AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

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

	September 30,			December 31,			June 30,			December 31,
	2019			2018			2020			2019
	(Unaudited)						(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	6,086,637		$	7,974,884		$	5,511,461		$	5,424,213
Restricted cash		17,008,251			4,549,202			12,435,948			16,404,941
Account receivables, net		-			568,757			154,837			-
Prepayment and other current assets		579,107			955,249
Amount due from a related party		5,682,807			5,907,789
Prepayment and other current assets, net								201,065			451,248
Amount due from related parties, net								5,749,246			5,834,554
Loan receivables		1,958,672			2,391,350			1,981,571			2,010,974
Total current assets		31,315,474			22,347,231			26,034,128			30,125,930

Non-current assets
Property and equipment, net		941,374			1,445,679			627,379			859,826
Intangible assets		22,257			22,284			22,514			22,401
Deferred tax assets, net								549,864			540,279
Operating lease right-of-use assets		904,836			-			241,034			731,469
Deferred tax assets, net		776,896			611,738
Amount due from a related party, non-current		101,420			-
Amount due from a related party								-			104,128
Other non-current assets		114,823			142,293			71,766			57,470
Total non-current assets		2,861,606			2,221,994			1,512,557			2,315,573
Total assets	$	34,177,080		$	24,569,225		$	27,546,685		$	32,441,503

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES
Current liabilities
Accrued expenses and other payables	$	522,929		$	641,692		$	815,748		$	629,666
Customer deposits		17,008,251			4,549,202			12,435,948			16,404,941
Advance from customers		10,227			8,995			13,612			8,788
Short-term borrowings from third parties		1,816,837			2,499,500
Short-term borrowings from a third party								1,956,287			1,868,345
Amount due to related parties		6,759,674			6,385,288			6,457,827			6,862,713
Operating lease liabilities – current		173,156			-			152,954			166,987
Tax payables		7,831			15,101			142,330			6,050
Total current liabilities		26,298,905			14,099,778			21,974,706			25,947,490

Non-current liabilities
Operating lease liabilities, non-current		92,027			-			80,040			48,856
Amount due to a related party, non-current		197,520			-

Total non-current liabilities								80,040			48,856
Total liabilities		26,588,452			14,099,778			22,054,746			25,996,346

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY
Common stock (1,000,000,000 shares authorized; $0.001 par value; 11,255,129 shares issued and outstanding as of September 30, 2019; 11,226,025 shares issued and outstanding as of December 31, 2018)		11,255			11,226
Common stock (1,000,000,000 shares authorized; $0.001 par value; 11,271,379 shares issued and outstanding as of June 30, 2020; 11,255,129 shares issued and outstanding as of December 31, 2019)								11,271			11,255
Additional paid-in capital		6,318,645			6,281,790			6,345,877			6,320,604
Retained earnings		1,514,907			4,479,133
(Accumulated deficit) retained earnings								(581,804	)		386,327
Accumulated other comprehensive loss		(256,179	)		(302,702	)		(283,405	)		(273,029	)
Total shareholders’ equity		7,588,628			10,469,447			5,491,939			6,445,157
Total liabilities and shareholders’ equity	$	34,177,080		$	24,569,225		$	27,546,685		$	32,441,503

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

TAKUNG ART CO., LTD AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

~~(UNAUDITED)~~

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue
Listing fee	$	-		$	-		$	284,090		$	3,978,735		$	380,846		$	-		$	557,789		$	284,090
Commission		939,164			253,331			1,655,244			3,557,411			1,188,313			532,740			2,089,136			716,080
Management fee		184,428			107,905			346,042			455,133			110,006			93,343			213,526			161,614
Annual fee		-			54			-			378
Authorized agent subscription revenue		-			-			-			191,623
Online artwork sales		-			2,244			-			8,548
Total revenue		1,123,592			363,534			2,285,376			8,191,828			1,679,165			626,083			2,860,451			1,161,784

Cost of revenue		(580,282	)		(299,482	)		(1,288,589	)		(2,173,296	)		(754,062	)		(441,028	)		(1,410,576	)		(708,307	)

Gross profit		543,310			64,052			996,787			6,018,532			925,103			185,055			1,449,875			453,477

Operating expenses:
General and administrative expenses		(1,159,502	)		(2,208,264	)		(3,322,547	)		(7,791,747	)		(929,728	)		(888,460	)		(2,040,175	)		(2,163,045	)
Selling expenses		(108,458	)		(149,035	)		(143,054	)		(851,173	)		(61,585	)		(3,784	)		(104,574	)		(34,596	)
Impairment loss-construction-in-progress					(326,227	)		-			(326,227	)
Total operating expenses		(1,267,960	)		(2,683,526	)		(3,465,601	)		(8,969,147	)		(991,313	)		(892,244	)		(2,144,749	)		(2,197,641	)

Loss from operations		(724,650	)		(2,619,474	)		(2,468,814	)		(2,950,615	)		(66,210	)		(707,189	)		(694,874	)		(1,744,164	)

Other income and expenses:
Other income (expenses)		13,125			65,487			(88,637	)		470,752			65,139			(79,772	)		103,444			(101,762	)
Loan interest expense		(18,015	)		(199,821	)		(18,015	)		(504,287	)		(39,447	)		-			(78,360	)		-
Exchange loss		(515,808	)		(870,218	)		(564,233	)		(1,132,510	)
Total other expenses		(520,698	)		(1,004,552	)		(670,885	)		(1,166,045	)
Exchange gain (loss)														33,210			(407,159	)		(203,485	)		(48,425	)
Total other income (expenses)														58,902			(486,931	)		(178,401	)		(150,187	)

Loss before provision for income taxes		(1,245,348	)		(3,624,026	)		(3,139,699	)		(4,116,660	)		(7,308	)		(1,194,120	)		(873,275	)		(1,894,351	)

Income tax benefit		117,451			742,670			175,473			574,202
Income tax (expense) benefit														(7,461	)		66,584			(94,856	)		58,022

Net loss	$	(1,127,897	)	$	(2,881,356	)	$	(2,964,226	)	$	(3,542,458	)	$	(14,769	)	$	(1,127,536	)	$	(968,131	)	$	(1,836,329	)

Foreign currency translation adjustment		(12,750	)		(3,668	)		46,523			(131,946	)		(1,608	)		64,753			(10,376	)		59,273

Comprehensive loss	$	(1,140,647	)	$	(2,885,024	)	$	(2,917,703	)	$	(3,674,404	)	$	(16,377	)	$	(1,062,783	)	$	(978,507	)	$	(1,777,056	)

Loss per common share – basic	$	(0.10	)	$	(0.26	)	$	(0.26	)	$	(0.32	)	$	(0.001	)	$	(0.100	)	$	(0.086	)	$	(0.163	)
Loss per common share – diluted		(0.10	)		(0.26	)		(0.26	)		(0.32	)	$	(0.001	)	$	(0.100	)	$	(0.086	)	$	(0.163	)
Weighted average number of common shares outstanding-basic		11,255,129			11,226,025			11,243,082			11,216,009			11,258,467			11,247,773			11,256,798			11,236,959
Weighted average number of common shares outstanding-diluted		11,255,129			11,226,025			11,243,082			11,216,009			11,258,467			11,247,773			11,256,798			11,236,959

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

TAKUNG ART CO., LTD AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN ~~EQUTIY~~EQUITY

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

(UNAUDITED)

										Accumulated						Number		Common		Additional Paid-in			Retained earnings (accumulated			Accumulated other comprehensive
					Additional					other						of shares		Stock		capital			deficit)			loss			Total
	Number		Common		Paid-in		Retained			comprehensive
	of shares		stock		capital		Earnings			Income (loss)			Total
Balance, December 31, 2018		11,226,025		11,226		6,281,790		4,479,133			(302,702	)		10,469,447
Balance, December 31, 2019																	11,255,129	$	11,255	$	6,320,604		$	386,327		$	(273,029	)	$	6,445,157
Shared-based compensation																	-		-		5,986			-			-			5,986
Net loss																	-		-		-			(953,362	)		-			(953,362	)
Foreign currency translation adjustment																	-		-		-			-			(8,768	)		(8,768	)
Balance, March 31, 2020																	11,255,129		11,255		6,326,590			(567,035	)		(281,797	)		5,489,013

Issuance of ordinary shares for restricted stock award		-		-		-		-			-			-			6,250		6		(6	)		-			-			-

Issuance of ordinary shares for professional services																	10,000		10		13,240			-			-			13,250
Shared-based compensation		-		-		16,851		-			-			16,851			-		-		6,053			-			-			6,053

Net loss		-		-		-		(708,793	)		-			(708,793	)		-		-		-			(14,769	)		-			(14,769	)

Foreign currency translation adjustment		-		-		-		-			(5,480	)		(5,480	)		-		-		-			-			(1,608	)		(1,608	)

Balance, March 31, 2019		11,226,025		11,226		6,298,641		3,770,340			(308,182	)		9,772,025

Issuance of ordinary shares for restricted stock award		29,104		29		4,012		-			-			4,041

Shared-based compensation		-		-		9,719		-			-			9,719

Net loss		-		-		-		(1,127,536	)		-			(1,127,536	)

Foreign currency translation adjustment		-		-		-		-			64,753			64,753

Balance, June 30, 2019		11,255,129		11,255		6,312,372		2,642,804			(243,429	)		8,723,002

Shared-based compensation		-				6,273		-			-			6,273

Net loss		-		-		-		(1,127,897	)		-			(1,127,897	)

Foreign currency translation adjustment		-		-		-		-			(12,750	)		(12,750	)

Balance, September 30, 2019		11,255,129		11,255		6,318,645		1,514,907			(256,179	)		7,588,628
Balance, June 30, 2020																	11,271,379	$	11,271	$	6,345,877		$	(581,804	)	$	(283,405	)	$	5,491,939

Accumulated
Additional other
Number Common Paid-in Retained comprehensive
of shares stock capital earnings loss Total
Balance, December 31, 2018 11,226,025 $ 11,226 $ 6,281,790 $ 4,479,133 $ (302,702 ) $ 10,469,447

Shared-based compensation - - 16,851 - - 16,851

Net loss - - - (708,793 ) - (708,793 )

Foreign currency translation adjustment - - - - (5,480 ) (5,480 )

Balance, March 31, 2019 11,226,025 11,226 6,298,641 3,770,340 (308,182 ) 9,772,025

Issuance of ordinary shares for restricted stock award 29,104 29 4,012 - - 4,041

Shared-based compensation - - 9,719 - - 9,719

Net loss - - - (1,127,536 ) - (1,127,536 )

Foreign currency translation adjustment - - - - 64,753 64,753

Balance, June 30, 2019 11,255,129 $ 11,255 $ 6,312,372 $ 2,642,804 $ (243,429 ) $ 8,723,002

Accumulated
Additional other
Number Common Paid-in Retained comprehensive
of shares Stock capital Earnings loss Total
Balance, December 31, 2017 11,188,882 11,189 6,116,216 12,111,096 (320,290 ) 17,918,211

Issuance of ordinary shares for restricted stock award 20,000 20 (20 ) - - -

Shared-based compensation - - 73,749 - - 73,749

Net income - - - 423,290 - 423,290

Foreign currency translation adjustment - - - - (17,167 ) (17,167 )

Balance, March 31, 2018 11,208,882 11,209 6,189,945 12,534,386 (337,457 ) 18,398,083

Issuance of ordinary shares for restricted stock award 17,143 17 (17 ) - - -

Shared-based compensation - - 55,672 - - 55,672

Net loss - - - (1,084,392 ) - (1,084,392 )

Foreign currency translation adjustment - - - - (111,111 ) (111,111 )

Balance, June 30, 2018 11,226,025 11,226 6,245,600 11,449,994 (448,568 ) 17,258,252

Issuance of ordinary shares for restricted stock award - - - - - -

Shared-based compensation - - 53,310 - - 53,310

Net loss - - - (2,881,356 ) - (2,881,356 )

Foreign currency translation adjustment - - - - (3,668 ) (3,668 )

Balance, September 30, 2018 11,226,025 11,226 6,298,910 8,568,638 (452,236 ) 14,426,538
~~The accompanying notes are an integral part of these consolidated financial statements.~~
6

TAKUNG ART CO., LTD AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
(UNAUDITED)

Nine Months Nine Months
Ended Ended
September 30, September 30,
2019 2018
Cash flows from operating activities:
Net cash provided by (used in) operating activities $ 10,828,217 $ (18,589,823 )

Cash flows from investing activities:
Purchase of property and equipment (36,108 ) (775,730 )
Purchase of available-for-sale investments (22,205,745 ) (90,293,454 )
Maturity and redemption of available-for-sale investments 22,205,745 90,293,454
Loan to third parties (2,093,555 ) -
Loan to a related party - (6,369,809 )
Repayment of loan from third parties 2,443,251 3,641,871
Purchase of held-to-maturity investment - (873,617 )
Net cash provided by (used in) investing activities 313,588 (4,377,285 )

Cash flows from financing activities:
Proceeds from related parties loan 6,226 6,389,042
Proceeds from a third party’s loan 1,955,669 -
Repayment of loan to a related party - (483,822 )
Loan repayment to a third party (2,499,500 ) (3,480,000 )
Net cash (used in) provided by financing activities (537,605 ) 2,425,220

Effect of exchange rate change on cash, cash equivalents and restricted cash (33,398 ) (664,016 )

Net increase (decrease) in cash, cash equivalents and restricted cash 10,570,802 (21,205,904 )

Cash, cash equivalents and restricted cash, beginning balance 12,524,086 37,140,582

Cash, cash equivalents and restricted cash, ending balance $ 23,094,888 $ 15,934,678

Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents as of September 30, 2019 and 2018, respectively $ 6,086,637 $ 8,418,818
Restricted cash as of September 30, 2019 and 2018, respectively 17,008,251 7,515,860
Total cash, cash equivalents, and restricted cash as of September 30, 2019 and 2018, respectively $ 23,094,888 $ 15,934,678

Supplemental cash flows information:

Cash paid for interest $ 156,453 $ 241,727
Cash paid for income tax $ - $ 111,917
Six Months Ended
June 30, June 30,
2020 2019
Cash flows from operating activities:
Net cash (used in) provided by operating activities $ (3,782,887 ) $ 21,615,744

Cash flows from investing activities:
Purchase of property and equipment (18,388 ) (33,792 )
Purchase of available-for-sale investments - (21,372,178 )
Maturity and redemption of available-for-sale investments - 21,372,178
Loan repayment from a third party - 2,443,251
Net cash (used in) provided by investing activities (18,388 ) 2,409,459

Cash flows from financing activities:
Proceeds from a related party’s loan - 393,158
Loan repayment to a third party - (2,499,500 )
Net cash used in financing activities - (2,106,342 )

Effect of exchange rate change on cash, cash equivalents and restricted cash (80,470 ) 10,090

Net (decrease) increase in cash, cash equivalents and restricted cash (3,881,745 ) 21,928,951

Cash, cash equivalents and restricted cash, beginning balance 21,829,154 12,524,086

Cash, cash equivalents and restricted cash, ending balance $ 17,947,409 $ 34,453,037

Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents as of June 30, 2020 and 2019, respectively 5,511,461 7,451,172
Restricted cash as of June 30, 2020 and 2019, respectively 12,435,948 27,001,865
Total cash, cash equivalents, and restricted cash as of June 30, 2020 and 2019, respectively $ 17,947,409 $ 34,453,037

Supplemental cash flows information:

Cash paid for interest $ - $ -
Cash paid for income tax $ 29,935 $ -

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

7

TAKUNG ART CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Takung Art Co., Ltd and ~~subsidiaries~~Subsidiaries (“Takung” ~~or the “Company”~~), a Delaware corporation (formerly Cardigant Medical Inc.) through Hong Kong Takung Art ~~Company Limited (formerly~~ Co., Ltd. (“Hong Kong ~~Takung Assets and Equity of Artworks Exchange Co., Ltd.~~Takung”), a Hong Kong company ~~(“Hong Kong Takung”)~~ and ~~our~~its wholly owned subsidiary, operates an electronic online platform located at www.takungae.com for artists, art dealers and art investors to offer and trade in valuable artwork.

Hong Kong Takung was incorporated in Hong Kong on September 17, 2012 and operates an electronic online platform for offering ~~selling~~ and trading artwork. ~~For the period from September 17, 2012 (inception) to December 31, 2012, the company had no operation except for the issuance of shares for subscription receivables.~~ The Company generates revenue from its services in connection with the offering and trading of artwork on its system, primarily consisting of listing fees, trading commissions, and management fees. The Company conducts ~~its~~ business primarily in Hong Kong, People’s Republic of ~~China (the “PRC”).~~China.

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

Takung Cultural Development (Tianjin) Co., Ltd (“Tianjin Takung”) is a limited liability company, with a registered capital of $1 million located in the Pilot Free Trade Zone in Tianjin. Tianjin Takung was incorporated on January 27, 2016 and is a direct wholly-owned subsidiary of Hong Kong Takung.
~~Tianjin Takung~~ provides technology development services to Hong Kong Takung and also carries out marketing and promotion activities in mainland China. It is engaged in providing services to its parent company Hong Kong Takung by receiving deposits from and making payments to online artwork traders of Takung for and on behalf of Takung when Shanghai Takung was deregistered.

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

Art Era Internet Technology (Tianjin) Co., Ltd (“Art Era”) ~~was~~, formed in Tianjin on September 7, 2018, is a directly wholly owned subsidiary of Takung Art Holdings, and formed as a limited liability company with a registered capital of $2 million located in the Pilot Free Trade Zone in Tianjin. Art Era mainly focuses on developing ~~our~~its e-commerce platform for art. ~~Art Era was deregistered on June 18, 2019 due to Company’s plan to put off the e-commerce platform development.~~ Art Era was deregistered on June 18, 2019 due to Company’s plan to put off the e-commerce platform development.

Hong Kong MQ Group Limited (“Hong Kong MQ”) was formed in Hong Kong on November 27, 2018 and currently has no operations. On June 19, 2019, as a result of a private transaction, one (1) share of common stock of Hong Kong MQ was transferred from Ms. Hiu Ngai Ma to the Company. The net asset of Hong Kong MQ was $nil as of the acquisition date. The consideration paid for the ownership transfer, which represent 100% of the issued and outstanding share capital of Hong Kong MQ, was $0.13 (HK$1). Hong Kong MQ became a direct wholly-owned subsidiary of the Company.

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

8

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated balance sheet as of December 31, ~~2018,~~2019, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements as of ~~September~~June 30, ~~2019~~2020 and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and disclosures, which are normally included in financial statements prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”), have been condensed or omitted pursuant to such rules and regulations. Management believes that the disclosures made are adequate to provide a fair presentation. The interim financial information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018,~~2019, previously filed with the SEC.
Beginning in 2020, a strain of coronavirus (COVID-19) has spread globally and at this point, the extent to which the COVID-19 may impact operations of the Company is uncertain. The extent of the impact of the coronavirus on the Company's business and operations will depend on several factors, such as the duration, severity, and geographic spread of the pandemic, development of the testing and treatment and stimulus measures of the government. The Company is monitoring and assessing the evolving situation closely and evaluating its potential exposure. The operating results for the six months ended June 30, 2020 may not be indicative of the future operating results for the fiscal year ending December 31, 2020 or other future periods, particularly in light of the uncertain impact COVID-19 could have on the Company's business.

This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. Dollars.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s interim condensed consolidated financial position as of ~~September~~June 30, ~~2019,~~2020, its interim condensed consolidated results of operations and cash flows for the ~~nine-month periods~~three and six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Recent Accounting Pronouncements

~~Recently Adopted Accounting Standards~~
~~On January 1, 2019, the Company adopted ASC 842,~~ ~~Leases~~, using the modified retrospective method which allows for the application of the transition provisions at the beginning of the period of adoption, rather than at the beginning of the earliest comparative period presented in these condensed consolidated financial statements. As permitted by the guidance, the Company elected to retain the original lease classification and historical accounting for initial direct costs for leases existing prior to the adoption date and did not reassess contracts entered into prior to the adoption date for the existence of a lease. The Company also did not recognize ROU assets and lease liabilities for short-term leases, which are leases in existence as of the adoption date with an original term of twelve months or less.
As a result of the adoption of the standard, the Company recognized operating lease right-of-use assets and operating lease liabilities on its condensed consolidated balance sheet as of September 30, 2019. The assets and liabilities recognized upon application of the transition provisions were primarily associated with existing office and storage leases. Please refer to footnote 9. Leases for details.
Except for the ASUs issued but not yet adopted disclosed in Note 2 to the financial statements on Form 10-K for the fiscal year ended December 31, ~~2018,~~2019, previously filed with the SEC, there is no ASU issued by the FASB that is expected to have a material impact on the condensed consolidated financial statements upon adoption.

9

3. PREPAYMENT AND OTHER CURRENT ASSETS, NET

Prepayment and other current assets ~~consisted~~mainly consist of the ~~following:~~prepaid tax, prepaid service fees, as well as staff advance.
June 30, December 31,
2020 2019
(Unaudited)
Prepaid tax $ 33,495 $ 281,582
Prepaid service fees 105,399 132,064
Short-term borrowings to a third party - 53,919
Staff advance 42,944 18,380
Other current assets 19,227 19,222
Less: allowance for doubtful accounts - (53,919 )
Prepayment and other current assets, net $ 201,065 $ 451,248

No provision for doubtful accounts was recognized for the three and six months ended June 30, 2020 and 2019, respectively. The Company has written off the doubtful account balance and deducted from bad debt provision related to the short-term borrowings to a third party in an amount of $54,193 during the six months ended June 30, 2020.
September 30, December 31,
2019 2018
(Unaudited)
Tax receivables $ 279,687 $ 399,026
Staff advance - 93,676
Prepaid service fee 192,435 140,934
Short-term borrowings to third party 53,571 -　
Deposit 9,234 241,827
Other current assets 44,180 79,786
Prepayment and other current assets $ 579,107 $ 955,249

4. ACCOUNT RECEIVABLES, NET

Account receivables consisted of the following:

September 30,
2019 December 31,
2018 June 30,
2020 December 31,
2019
(Unaudited) (Unaudited)
Listing fee $ - $ 568,757 $ 154,837 $ -
Authorized agent subscription revenue 557,154 557,837 - 560,780
Monthly commission fee 1,376,460 1,378,148 - 1,385,420
Others 53,561 53,626 - 53,909
Less: allowance for doubtful accounts (1,987,175 ) (1,989,611 ) - (2,000,109 )
Account receivables, net $ - $ 568,757 $ 154,837 $ -

No provision for doubtful accounts was recognized for the three and six months ended June 30, 2020 and 2019, respectively.
The Company has written off the doubtful accounts balance and deducted from bad debt provision in an amount of $2,010,251 during the six months ended June 30, 2020.

5. LOAN RECEIVABLES

The following table sets forth a summary of the loan agreements in loan receivables balance:

Date Borrower Lender
Original
Amount
(RMB)

Outstanding
Balance
(RMB)

Amount in
Reporting
Currency
(USD)

Annual
Interest
Rate
Repayment
Due Date Borrower Lender Original
Amount
(RMB) Outstanding
Balance
(RMB) Amount in
Reporting
Currency
(USD) Annual
Interest
Rate Repayment
Due Date
7/18/2019 Chongqing Aoge Import and Export Co. Tianjin
Takung 5,000,000 5,000,000 $ 699,526 0 % 7/17/2020 Chongqing Aoge Import and Export Co. Tianjin
Takung 5,000,000 5,000,000 $ 707,704 0 % 7/17/2020
8/29/2019 Chongqing Aoge Import and Export Co. Tianjin
Takung 5,000,000 5,000,000 $ 699,526 0 % 8/28/2020 Chongqing Aoge Import and Export Co. Tianjin
Takung 5,000,000 5,000,000 $ 707,704 0 % 8/28/2020
9/20/2019 Chongqing Aoge Import and Export Co. Tianjin
Takung 4,000,000 4,000,000 $ 559,620 0 % 9/19/2020 Chongqing Aoge Import and Export Co. Tianjin
Takung 4,000,000 4,000,000 $ 566,163 0 % 9/19/2020
Total $ 1,958,672 Total $ 1,981,571

The interest-free loans (the “RMB Loans”) entered into by Tianjin Takung were guaranteed by Mr. Daquan Wang who is a General Manager and legal representative of Chongqing Aoge Import and Export Co. (“Chongqing”). Mr. Daquan Wang is a citizen of the People’s Republic of China. Both Chongqing and Mr. Daquan Wang are non-related parties to the Company.

Hong Kong Takung entered into loan agreements (the ~~“Hong Kong Dollar~~“HKD Loans”) with Friend Sourcing Ltd., a Hong Kong company (“Friend Sourcing”) with interest accruing at a rate of 8% per annum (See Note 8). Friend Sourcing is a non-related party to the Company.

10
The transactions with Friend Sourcing were aimed to meet the Company’s working capital needs in Hong Kong Dollars.

Through an understanding between Chongqing ~~Aoge Import and Export Co.~~ and Friend Sourcing, the ~~Hong Kong Dollar~~HKD Loans are “secured” by the RMB Loans. It is the understanding between the parties that the ~~Hong Kong Dollar~~HKD Loans and the RMB Loans will be repaid simultaneously.
One of the loan receivables with a repayment due date of July 17, 2020 was overdue. The Company and Chongqing are currently in the process of negotiating a loan extension agreement.

6. PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

September 30, December 31, June 30, December 31,
2019 2018 2020 2019
(Unaudited) (Unaudited)
Furniture, fixtures and equipment $ 159,239 $ 156,656 $ 205,178 $ 201,093
Leasehold improvements 338,845 447,048 210,299 343,697
Computer trading and clearing system 3,339,155 3,382,168 3,390,531 3,379,654
Transport equipment 100,643 104,628 101,819 103,330
Sub-total 3,937,882 4,090,500 3,907,827 4,027,774
Less: accumulated depreciation (2,996,508 ) (2,644,821 ) (3,280,448 ) (3,167,948 )
Property and equipment, net $ 941,374 $ 1,445,679 $ 627,379 $ 859,826

Depreciation expense was ~~$148,774~~$119,060 and ~~$241,448~~$157,687 for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~$463,241~~$246,990 and ~~$713,933~~$314,466 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively.

7. ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 consisted of the following:

September 30, December 31, June 30, December 31,
2019 2018 2020 2019
(Unaudited) (Unaudited)
Accruals for professional fees $ 431,240 $ 168,040
Accruals for consulting fees $ 264,469 $ 264,793 267,540 311,122
Accruals for professional fees 110,442 49,518
Payroll payables 70,231 104,437 38,642 79,710
Trading and clearing system 49,970 86,208
Payables for trading and clearing system 50,550 50,295
Other payables 27,817 136,736 27,776 20,499
Total accrued expenses and other payables $ 522,929 $ 641,692 $ 815,748 $ 629,666

8. SHORT-TERM BORROWINGS FROM A THIRD ~~PARTIES~~PARTY

In July 2019, Hong Kong Takung entered into ~~a loan agreement (the “HKD Loan”)~~HKD Loans with Friend Sourcing ~~Ltd, a Hong Kong company (“Friend Sourcing”)~~ with interest accruing at a rate of 8% per annum. The HKD ~~Loan is~~Loans are to provide Hong Kong Takung with sufficient HKD currency to meet its working capital requirements. Friend Sourcing is a non-related party to the Company.

In the meantime, Tianjin Takung entered an interest-free ~~loan (the “RMB Loan”)~~RMB Loans to another third party as a guarantee for the HKD ~~Loan.~~Loans. The loan amount was ~~$ 1,955,245~~$1,981,571 (RMB 14,000,000). Through an understanding between the two third parties, the HKD ~~Loan is~~Loans are “secured” by the RMB ~~Loan.~~Loans. It is an understanding between the parties that when the HKD Loans isare repaid, the RMB ~~Loan~~Loans will be repaid at the same time.

Date Borrower Lender September 30,
2019
(USD) December 31,
2018
(USD) Annual
Interest
Rate Repayment
Due Date
8/24/2016 Hong Kong Takung Merit Crown Limited $ - $ 1,499,500 8 % 1/2/2019
12/19/2017 Hong Kong Takung Merit Crown Limited $ - $ 500,000 8 % 1/2/2019
12/22/2017 Hong Kong Takung Merit Crown Limited $ - $ 500,000 8 % 1/2/2019
7/18/2019 Hong Kong Takung Friend Sourcing Ltd. $ 710,186 $ - 8 % 7/17/2020
8/29/2019 Hong Kong Takung Friend Sourcing Ltd. $ 691,699 $ - 8 % 8/28/2020
9/20/2019 Hong Kong Takung Friend Sourcing Ltd. $ 553,360 $ - 8 % 9/19/2020

Less: Discount loan payable $ (138,408 ) $ -

Total $ 1,816,837 $ 2,499,500
11
~~The U.S. Dollar Loans of $2,499,500 as of December 31, 2018 was settled on January 2, 2019.~~
Date Borrower Lender June 30,
2020
(USD) December 31,
2019
(USD) Annual
Interest
Rate Repayment
Due Date
7/18/2019 Hong Kong Takung Friend Sourcing Ltd. $ 718,433 $ 714,808 8 % 7/17/2020
8/29/2019 Hong Kong Takung Friend Sourcing Ltd. $ 699,732 $ 696,202 8 % 8/28/2020
9/20/2019 Hong Kong Takung Friend Sourcing Ltd. $ 559,786 $ 556,961 8 % 9/19/2020
Less: Discount loan payable $ (21,664 ) $ (99,626 )
Total $ 1,956,287 $ 1,868,345

The weighted average interest rate of outstanding short-term borrowings was 8% per annum as of ~~September~~June 30, ~~2019.~~2020. The fair value of the short-term borrowings approximates their carrying amounts. ~~The weighted average short-term borrowings were $256,074 and $7,319,041 for the nine months period ended September 30, 2019 and 2018, respectively. The interest expenses for~~
One of the short-term borrowings ~~were $18,015~~with a repayment due date of July 17, 2020 was overdue. The Company and ~~$199,822 for~~Friend Sourcing are currently in the ~~three months ended September 30, 2019 and 2018, respectively, and $18,015 and $500,080 for the nine months ended September 30, 2019 and 2018, respectively.~~process of negotiating a loan extension agreement.

9. RELATED PARTY BALANCES AND TRANSACTIONS

The following is a list of director and related parties to which the Company has transactions with:

(a) ~~Wang Song (“Wang”), the General Manager of Tianjin Takung and Shanghai Takung, and Director of Hong Kong Takung, Tianjin Takung and Shanghai Takung.~~
~~(b) Liu Zhenying (“Liu”), the former Vice President of Hong Kong Takung. Liu resigned from the Company on September 30, 2018.~~
~~(c)~~Jianping Mao ~~Jianping~~ (“Mao”), the Human Resources Management Director of Hong Kong Takung.

~~(d)~~(b) Shuhai Li ~~Shuhai~~ (“Li”), the legal representative of Tianjin ~~Takung.~~Takung, resigned on April 3, 2020.

~~Amounts~~(c) Jing Wang (“Wang”), the Chief Financial Officer of the Company since June 1, 2020 and the legal representative of Tianjin Takung since May 28, 2020.
Amount due from related parties, net
Amount due from related parties consisted of the following as of the years indicated:

September 30,
2019 December 31,
2018
(Unaudited)
Wang (a)(i) $ $ 5,907,789
Li (d)(i) 5,682,807 -
Total current amount due from related parties $ 5,682,807 $ 5,907,789
June 30,
2020 December 31,
2019
(Unaudited)
Li (b)(i) $ - $ 5,834,554
Wang (c)(i) 5,749,246 -
Mao (a) (ii) 102,606 -
Less: allowance for doubtful accounts (ii) (102,606 )
Total current amount due from related parties, net $ 5,749,246 $ 5,834,554

September 30,
2019 December 31,
2018 June 30,
2020 December 31,
2019
(Unaudited) (Unaudited)
Mao (c) (ii) $ 101,420 $              -

Mao (a) (ii) $ - $ 104,128
Total noncurrent amount due from a related party $ 101,420 $ - $               - $ 104,128

Amount due to related parties

Amount due to related parties consisted of the following as of the years indicated:

September 30,
2019 December 31,
2018
(Unaudited)
Wang (a) (i) $ - $ 6,385,288
Li (d) (i) 6,377,470 -
Mao (c) (ii) 382,204 -
Total current amount due to related parties $ 6,759,674 $ 6,385,288
September 30,
2019 December 31,
2018
(Unaudited)
Mao (c) (ii) $ 197,520 $                 -
Total noncurrent amount due to a related party $ 197,520 $ -
12
June 30,
2020 December 31,
2019
(Unaudited)
Li (b) (i) $ - $ 6,418,980
Wang (c)(i) 6,451,530 -
Mao (a) (ii) 6,297 443,733
Total current amount due to related parties $ 6,457,827 $ 6,862,713

(i) Amount due ~~from~~to and due tofrom Li and Wang ~~and Li~~

On ~~May~~September 16, ~~2018,~~2019, Hong Kong Takung entered into an interest-free loan agreement (the "HK Dollar Working Capital Loan") with ~~Liu that was transferred to Wang on October 18, 2018~~Li for the loan of ~~$6,377,470~~$6,451,530 (HK$50,000,000) to Hong Kong Takung. The purpose of the loan is to provide Hong Kong Takung with sufficient Hong Kong Dollar-denominated currency to meet its working capital requirements with the maturity date of the loan isas May 15, ~~2019.~~2020. On May 15, ~~2019,~~2020, Hong Kong Takung entered into an extension agreement with ~~Wang~~Li to extend the HK Dollar Working Capital Loan with a ~~due~~maturity date on May 15, ~~2020.~~2021. On ~~September 16, 2019,~~May 29, 2020, the loan was transferred to Wang, ~~transferred this loan to Li, Shuhai,~~the Chief Financial Officer of the Company and the legal representative of Tianjin ~~Takung with the same extended maturity date.~~Takung.

In the meantime, Tianjin Takung entered into an interest-free loan agreement (the "RMB Working Capital Loan") with ~~Liu that was transferred to Wang on October 18, 2018~~Li for the loan of ~~$5,682,807~~$5,749,246 (RMB40,619,000) with the maturity date of the loan isas May 15, ~~2019.~~2020. On May 15, ~~2019,~~2020, Tianjin Takung entered into an extension agreement with ~~Wang~~Li to extend the RMB Working Capital Loan with a ~~due~~maturity date on May 15, ~~2020.~~2021. On ~~September 16, 2019, Wang~~May 29, 2020, the loan was transferred ~~this loan~~ to ~~Li, the legal representative of Tianjin Takung with the same extended maturity date.~~Wang.

Through an understanding between LiWang and the Company, the HK Dollar Working Capital Loan is "secured" by the RMB Working Capital Loan. It is the understanding between the parties that the HK Dollar Working Capital Loan and the RMB Working Capital Loan will be repaid simultaneously.

(ii) Amount due to /and due from Mao

The amount due to Mao is primarily related to the lease from Mao. On May 13, 2019, the Company entered into a non-cancellable lease agreement with a related party, Mao for ~~the~~its office location in Tianjin, PRC. The leased office location is approximately 2,090.61 square meters. The lease will ~~be expired~~expire on May 12, 2021. The Company is charged rent at a rate of $0.55 per square meter per day. The agreement requires a lump sum payment of ~~$202,840 (RMB1,449,838.04)~~$205,211 (RMB1,449,838) every ~~nine~~six months and a deposit of ~~$101,420 (RMB724,919.02)~~$102,606 (RMB724,919). ~~The deposit is refundable~~On May 12, 2020, the Company terminated the lease early and recorded a $102,606 associated bad debt provision due to the ~~Company. The total~~remote likelihood of collecting the rent deposit. No related lease liability ~~is $573,500, of which $375,980 and $197,520 were included in current and noncurrent portions, respectively,~~was recognized as of ~~September~~June 30, ~~2019.~~2020.
On October 16, 2019, Tianjin MQ entered into a non-cancellable lease agreement with Ms. Mao for its office facility in Tianjin, PRC. The leased office location is approximately 1,475.67 square meters. The lease was terminated on February 15, 2020 and monthly rent payment is approximately $24,254 (RMB 170,563). As of June 30, 2020, the amount due to Mao pertinent to this lease agreement was $nil.

As of ~~September~~June 30, ~~2019,~~2020, Mao also lent a startup deposit of ~~$6,224~~$6,297 to Hong Kong MQ.

10. INCOME TAXES

Takung was incorporated in the State of Delaware and is therefore subject to United States income tax. Hong Kong Takung, Takung Art ~~Holding~~Holdings and Hong Kong MQ were incorporated in Hong Kong S.A.R. People’s Republic of China and are subject to Hong Kong profits tax. Shanghai Takung, Tianjin Takung and Tianjin MQ are PRC corporations and are subject to enterprise taxes in the PRC.

United States of America
~~Tax Cuts~~The Coronavirus Aid, Relief and ~~Jobs~~Economy Security (CARES) Act ~~Enacted in 2017~~
~~On December 22, 2017,~~ (“the ~~U.S. government~~CARES Act, H.R. 748”) was signed into law on March 27, 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted ~~comprehensive tax legislation commonly referred to as~~under the Tax Cuts and Jobs Act ~~(the "Tax Act"~~of 2017) for net operation loss (“NOL”)~~. The Tax Act makes broad~~ deductions for 2018-2020 tax years and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate income tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal corporate income taxes on dividends from foreign subsidiaries; and (4) providing modification to subpart F provisions and new taxes on certain foreign earnings such as Global Intangible Low-Taxed Income (GILTI). Exceptreinstated NOL carrybacks for the ~~one-time transition~~2018-2020 tax ~~most~~years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of ~~these provisions went into effect starting January 1, 2018.~~
~~On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB118”) was issued to provide guidance on accounting~~adjusted taxable income for the ~~tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from~~2019 and 2020 taxable year. Lastly, the Tax Act ~~enactment date~~technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for ~~companies to complete the accounting under ASC 740. As of December 22, 2018, the Company has completed the assessment of the income tax effect of~~such property retroactively as if it was included in the Tax Act ~~and there were no adjustments recorded to~~at the ~~provisional amounts.~~
~~The Global Intangible Low-taxed Income (GILTI) is a new provision introduced by the Tax Cuts and Jobs Act. U.S. shareholders, who are domestic corporations,~~time of controlled foreign corporations (CFCs) are eligible for up to an 80% deemed paid foreign tax credit (FTC) and a 50% deduction of the current year inclusion with the full amount of the Section 78 gross-up subject to limitation. This new provision is effective for tax years of foreign corporations beginning after December 31, 2017.enactment. The Company has evaluated whether it has additional provision amount resulted by the GILTI inclusion on current earnings and profits of its foreign controlled corporations. The Company has made an accounting policy choice of treating taxes due on future U.S. inclusions in taxable amount related to GILTI as a current period expense when incurred. For the three and nine months ended September 30, 2019 and 2018, the Company does not ~~have any aggregated positive tested income; and~~anticipate a material impact on its financial statements as ~~such, does not have additional provision amount recorded for GILTI tax.~~of June 30, 2020 due to the recent enactment.
13

As of ~~September~~June 30, ~~2019,~~2020 and December 31, ~~2018,~~2019, the Company in the United States had ~~$1,886,422~~$2,570,094 and ~~$1,332,438~~$2,167,494 in net operating loss carry forwards available to offset future taxable income, respectively. For net operating losses arising after December 31, 2017, the Tax Act limits the Company’s ability to utilize NOL carryforwards to 80% of taxable income and carryforward the NOL indefinitely. ~~Carrybacks are now prohibited.~~ NOLs generated prior to January 1, 2018 will not be subject to the taxable income limitation and will begin to expire in 2033 if not utilized.

Hong Kong

The two-tier profits tax rates system was introduced under the Inland Revenue (Amendment)(No.3) Ordinance 2018 (“the Ordinance”) of Hong Kong became effective for the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for the first HKD 2 million (approximately ~~$255,154)~~$257,705) of assessable profits of a corporation will be subject to the lowered tax rate, 8.25% while the remaining assessable profits will be subject to the legacy tax rate, 16.5%. The Ordinance only allows one entity within a group of “connected entities” is eligible for the two-tier tax rate benefit. An entity is a connected entity of another entity if (1) one of them has control over the other; (2) both of them are under the control (more than 50% of the issued share capital) of the same entity; (3) in the case of the first entity being a natural person carrying on a sole proprietorship business-the other entity is the same person carrying on another sole proprietorship business. Since Hong Kong Takung, Takung Art Holdings and Hong Kong MQ are wholly owned and under the control of Takung ~~Art Co., Ltd, both~~U.S, these entities are connected entities. Under the Ordinance, it is an entity’s election to nominate the entity that will be subject to the two-tier profits tax rates on its ~~Profits Tax Return.~~profits tax return. The election is irrevocable. WeThe Company elected Hong Kong Takung to be subject to the two-tier profits tax rates.

The provision for current income and deferred taxes of Hong Kong Takung has been calculated by applying the ~~current~~new tax rate of ~~taxation of~~ 8.25% ~~for three and nine months ended September 30, 2019, 16.5% for three and nine months ended September 30, 2018, if applicable.~~. Takung Art Holdings and Hong Kong MQ still ~~applied~~apply the original tax rate of 16.5% for ~~three~~its provision for current income and ~~nine months ended September 30, 2019.~~deferred taxes.
PRC

In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to income taxes within the PRC at the applicable tax rate on taxable income. All the PRC subsidiaries were subject to income tax at a rate of 25%.

The income tax provision consists of the following components:

Three Months Ended
September 30, Nine Months Ended
September 30,
2019 2018 2019 2018
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Current:
Federal $ - $ - $ - $ -
State - - - -
Foreign - (332,918 ) - (160,548 )
Total Current $ - $ (332,918 ) $ - $ (160,548 )

Deferred:
Federal $ - $ - $ - $ 37,398
State - - - -
Foreign (117,451 ) (409,752 ) (175,473 ) (451,052 )
Total Deferred $ (117,451 ) $ (409,752 ) $ (175,473 ) $ (413,654 )

Total income tax benefit $ (117,451 ) $ (742,670 ) $ (175,473 ) $ (574,202 )
14
Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Current:
Federal $ - $ - $ - $ -
State - - - -
Foreign (131 ) - (101,692 ) -
Total Current $ (131 ) $ - $ (101,692 ) $ -

Deferred:
Federal $ - $ - $ - $ -
State - - - -
Foreign (7,330 ) 66,584 6,836 58,022
Total Deferred $ (7,330 ) $ 66,584 $ 6,836 $ 58,022

Total income tax (expense) benefit $ (7,461 ) $ 66,584 $ (94,856 ) $ 58,022

A reconciliation between the Company’s actual provision for income taxes and the provision at the Hong Kong statutory rate is as follows:

For the Three Months Ended
September 30, For the Nine Months Ended
September 30, For the Three Months Ended
June 30, For the Six Months Ended
June 30,
2019 2018 2019 2018 2020 2019 2020 2019
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Loss before income tax expense $ (1,245,348 ) $ (3,624,026 ) $ (3,139,699 ) $ (4,116,660 ) $ (7,308 ) $ (1,194,120 ) $ (873,275 ) $ (1,894,351 )

Computed tax (benefit) expense with statutory tax rate (205,484 ) (597,964 ) (518,050 ) (679,249 )
Computed tax benefit with statutory tax rate 1,207 197,073 144,091 312,567
Impact of different tax rates in other jurisdictions 15,956 (89,082 ) 125,056 (51,274 ) (3,342 ) 12,427 1,677 16,794
Impact of preferred tax rate 2,666 (82,047 ) (54,519 ) (125,895 )

Non-deductible items:
Tax effect of non-deductible expenses 17,096 (167,031 ) 34,982 (163,701 ) (170,572 ) (11,061 ) (183,900 ) (17,886 )
Previous years unrecognized taxation effect 7,134 6,870 7,134 6,870
Changes in valuation allowance 47,847 104,537 175,405 313,152 162,756 (49,808 ) 134,157 (127,558 )
Others (176 ) - (136,362 ) -

Total income tax benefit $ (117,451 ) $ (742,670 ) $ (175,473 ) $ (574,202 )
Total income tax (expense) benefit $ (7,461 ) $ 66,584 $ (94,856 ) $ 58,022

The effective tax rate was ~~9.4%~~(102.1)% and ~~20.5%~~5.6% for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~5.6%~~(10.9)% and ~~13.9%~~3.1% for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively.

Uncertain tax positions
The reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions is as follows:
June 30,
2020 December 31,
2019
Uncertain tax liabilities, beginning of period $ - $     -
Additions for tax position of current period 73,357 -
Uncertain tax liabilities, end of period $ 73,357 $ -
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by the respective jurisdictions, where applicable. The statute of limitations for the tax returns varies by jurisdictions.
The amounts of uncertain tax liabilities listed above are based on the recognition and measurement criteria of ASC Topic 740, and the balance is presented as current liability in the interim condensed consolidated financial statements as of June 30, 2020. The Company anticipated that the settlements with the taxing authority are remitted within one year.
Our policy is to include interest and penalty charges related to uncertain tax liabilities as necessary in the provision for income taxes. The Company has a liability for accrued interest of $nil as of June 30, 2020 and December 31, 2019, respectively.
Our subsidiary, Hong Kong Takung, has been recently selected for routine examination for its tax years ended 31 December 2016 through 2018 by Hong Kong Inland Revenue Department (“IRD”). As of June 30, 2020 and December 31, 2019, the Company had $73,357 and $nil, respectively, of uncertain tax liabilities related to the different methodology of certain tax non-deductible expenses applied by the IRD. The examination is currently in progress. Due to the uncertain tax regulations, it is possible that the ultimate resolution of uncertain tax positions may result in an adverse finding and we would be subject to additional liability which could be materially different from these estimates. In such circumstances, we will record additional tax expense or tax benefit in the period in which such the resolution occurs. The Company does not expect the position of uncertain tax liabilities will significantly fluctuate within the next twelve months.
The statute of limitations for the Internal Revenue Services to assess the income tax returns on a taxpayer expires three years from the due date of the profits tax return or the date on which it was filed, whichever is later.
In accordance with the Hong Kong profits tax regulations, a tax assessment by the IRD may be initiated within six years after the relevant year of assessment, but extendable to 10 years in the case of potential willful underpayment or evasion.
In accordance with PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to assess underpaid tax plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax years open for investigation. Accordingly, the PRC entities remain subject to examination by the tax authorities based on the above.

11. LEASES

The Company has operating leases for its office facilities and artwork storages. The Company's leases have remaining terms of less than one year to approximately ~~nine~~six years. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes.

The following table provides a summary of leases by balance sheet location as of ~~September~~June 30, ~~2019:~~2020:

Assets/liabilities Classification As of September 30,
2019 Classification As of June 30,
2020
Assets
(Unaudited)

Operating lease right-of-use assets Operating lease assets $ 904,836 Operating lease assets $ 241,034

Liabilities
Current
Operating lease liability - current Current operating lease liabilities $ 173,156 Current operating lease liabilities $ 152,954
Amount due to related parties 375,980

Long-term
Operating lease liability - non-current Long-term operating lease liabilities 92,027 Long-term operating lease liabilities 80,040
Amount due to related parties, non-current 197,520

Total lease liabilities $ 838,683 $ 232,994

The operating lease expenses ~~including lease from the related party,~~ for the ~~nine and~~ three months and six months ended ~~September~~June 30, 2020 and 2019 were as follows:

Three months
ended Nine months
ended Three Months Ended June 30, Six Months Ended June 30,
Lease Cost Classification September 30, 2019 September 30, 2019 Classification 2020 2019 2020 2019
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Operating lease cost Cost of revenue, general and administrative expenses $ 145,313 $ 282,486 Cost of revenue, general and administrative expenses $ 160,850 $ 86,395 $ 361,212 $ 137,173
Total lease cost $ 145,313 $ 282,486 $ 160,850 $ 86,395 $ 361,212 $ 137,173

Maturities of operating lease liabilities at ~~September~~June 30, ~~2019 were as follow:~~
Maturity of Lease Liabilities Operating Leases
2019 (remainder) $ 255,774
2020 582,171
2021 13,991
2022 13,991
2023 13,991
Thereafter 20,986
Total lease payments $ 900,904
Less: interest (62,221 )
Present value of lease payments $ 838,683
15
~~Future minimum lease payments as of December 31, 2018~~2020 were as follows:

Lease (1)
Year ending December 31, 2019 $ 396,243

Year ending December 31, 2020 230,683

Year ending December 31, 2021 14,737

Year ending December 31, 2022 14,737

Year ending December 31, 2023 and thereafter 37,457

Total $ 693,857
Maturity of Lease Liabilities Operating
Leases
2020 (remaining) $ 131,141
2021 76,936
2022 14,154
2023 14,154
2024 14,154
Thereafter -
Total lease payments $ 250,539
Less: interest (17,545 )
Present value of lease payments $ 232,994

~~(1) Amounts are based on ASC 840, Leases that was superseded upon our adoption of ASC 842, Lease on January 1, 2019.~~

Six Months Ended
June 30,

Lease Term and Discount Rate 2020 2019
(Unaudited) (Unaudited)
Weighted-average remaining lease term (years)
Operating leases 2.32 2.06

Weighted-average discount rate (%)
Operating leases 8 % 8 %

~~Lease Term and Discount Rate~~ ~~September 30,~~
~~2019~~
~~Weighted-average remaining lease term (years)~~
~~Operating leases~~ ~~1.86~~
~~Weighted-average discount rate (%)~~
~~Operating leases~~ 8 %

Six Months Ended
June 30,

Other Information September 30,
2019 2020 2019
(Unaudited) (Unaudited)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 448,405 $ 111,303 $ 94,573
Leased assets obtained in exchange for new operating lease liabilities 1,032,824 115,667 275,189

12. LOSS PER SHARE

Basic ~~losses~~loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted ~~losses~~loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period.

Three Months Ended
September 30, Nine Months Ended
September 30, Three Months Ended
June 30, Six Months Ended
June 30,
2019 2018 2019 2018 2020 2019 2020 2019
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Numerator:
Net loss $ (1,127,897 ) $ (2,881,356 ) $ (2,964,226 ) $ (3,542,458 ) $ (14,769 ) $ (1,127,536 ) $ (968,131 ) $ (1,836,329 )

Denominator:
Weighted-average shares outstanding - Basic 11,255,129 11,226,025 11,243,082 11,216,009 11,258,467 11,247,773 11,256,798 11,236,959
Stock options and restricted shares - - - - - -
Weighted-average shares outstanding - Diluted 11,255,129 11, 226,025 11,243,082 11,216,009 11,258,467 11,247,773 11,256,798 11,236,959

Loss per share
-Basic (0.10 ) (0.26 ) (0.26 ) (0.32 ) (0.001 ) (0.100 ) (0.086 ) (0.163 )
-Diluted (0.10 ) (0.26 ) (0.26 ) (0.32 ) (0.001 ) (0.100 ) (0.086 ) (0.163 )

~~Diluted earnings~~Due to the loss for the three and six months ended June 30, 2019, approximately 148,890 and 15,000 options and restricted shares, respectively, were excluded from the calculation of diluted net loss per ~~share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.~~share.

Due to the loss ~~from continued operations~~ for ~~the~~ three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020 approximately ~~130,890~~100,890 options were excluded from the calculation of diluted net loss per share.

13. CONTINGENCIES
Around May and June 2020, the Company received two summonses regarding the institution of two individual proceedings against Shanghai Takung, Tianjin Takung and Hong Kong Takung in the Shanghai Pudong People’s Court, China, as a result of contractual disputes and misrepresentations over ownership units made by a certain service agent. The claims amounted to approximately $0.23 million. Subsequently, one of the plaintiffs with a claim amount of $0.15 million withdrew his claim against Tianjin Takung on July 1, 2020. The withdrawal was approved by the Shanghai Pudong People’s court on July 20, 2020. Meanwhile, the other litigation proceeding with a claim amount of approximately $0.08 million has been transferred to the Tianjin City Beicheng District People’s Court on July 22, 2020.
The Company hired legal counsel to evaluate the cases. The Company believes that both these claims are both without merit and intends to vigorously defend itself. Currently, the outstanding case is under review by the Tianjin City Beicheng District People’s Court.
On or around July 2020, a third claim was filed in the Shanghai Pudong People’s Court, China against Hong Kong Takung on the basis of, alleged breaches of contract. The claim amount has yet to be determined.
In the opinion of management, it is not probable that the Company will incur any losses arising from the above litigation cases. As such, as of June 30, 2020 the Company has not accrued any liability in connection with potential losses from the legal proceedings.
Except for the above, as of June 30, 2020 and through the issuance date of the condensed consolidated financial statements included in this Form 10-Q, the Company does not have any other significant indemnification claims.
14. SUBSEQUENT EVENTS

~~Management assessed and determined~~The Company has evaluated subsequent events through the date of issuance of the interim condensed consolidated financial statements, there were no ~~significant and material~~other subsequent events occurred that would require recognition or disclosure in the interim condensed consolidated financial statements.

16

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

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the report the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to us or our management identify forward-looking statements. Such statements reflect the current view of our management with respect to future events and are subject to risks, uncertainties, assumptions and other factors as they relate to our industry, our operations and results of operations, and any businesses that we may acquire. Should one or more of the events described in these risk factors materialize, or should our underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although we believe that the expectations reflected in the ~~forward-looking~~forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the U.S. federal securities laws, we do not intend to update any of the forward-looking statements to conform them to actual results unless required by applicable securities regulations or rules. The following discussion should be read in conjunction with our financial statements and the related notes filed herein.

Overview

WeTakung Art Co., Ltd and Subsidiaries (“Takung”) were incorporated in Delaware under the name Cardigant Medical Inc. on April 17, 2009. Our initial business plan was to focus on the development of novel biologic and ~~peptide-based~~peptide based compounds and enhanced methods for local delivery for the treatment of vascular disease including peripheral artery disease and ischemic stroke.

Hong Kong Takung Art Co., Ltd. (“Hong Kong Takung”) is a limited liability company incorporated on September 17, 2012 under the laws of Hong Kong, Special Administrative Region, China. Although Takung was incorporated in 2012, it did not commence business operations until late 2013.

17

As a result of the transfer of the excluded assets pursuant to the Contribution Agreement and the acquisition of all the issued and outstanding shares of Hong Kong Takung, we are no longer conducting the Cardigant Business and have now assumed Hong Kong Takung’s business operations as it now our only operating wholly-owned subsidiary.

Hong Kong Takung operates an electronic online platform located at http://~~eng.takungae.com~~en.takungae.com/ for artists, art dealers and art investors to offer and trade in valuable artwork.

Through Hong Kong Takung, we offer on-line listing and trading services that allow artists/art dealers/owners to access a much bigger art trading market where they can engage with a wide range of investors that they might not encounter without our platform. Our platform also makes investment in high-end and expensive artwork more accessible to ordinary people without substantial financial resources.

We generate revenue from our services in connection with the offering and trading of artwork on our system, primarily consisting of listing fees, trading commissions, management fees and authorized agent subscription.

On July 28, 2015, Hong Kong Takung incorporated a wholly owned subsidiary, Takung (Shanghai) Co., Ltd. (“Shanghai Takung”), in Shanghai Free-Trade Zone (SFTZ) in Shanghai, China, with a registered capital of $1 million. Shanghai Takung assists in Hong Kong Takung’s operations by receiving deposits from and making payments to online artwork traders in mainland China on behalf of Hong Kong Takung. On January 27, 2016, Hong Kong Takung incorporated a wholly owned subsidiary, Takung Cultural Development (Tianjin) Co., Ltd (“Tianjin Takung”) in the Tianjin Free Trade Zone (TJFTZ) in Tianjin, China with a registered capital of $1 million. Tianjin Takung provides technology development services to Hong Kong Takung and Shanghai Takung, and also carries out marketing and promotion activities in mainland China. Management has recently determined to merge the operations of Shanghai Takung with Tianjin Takung’s and eventually dissolve Shanghai Takung in order to save costs. Shanghai Takung was deregistered on May 8, 2020.

Hong Kong Takung Art Holdings Company Limited (“Takung Art Holdings”) was incorporated in Hong Kong on July 20, 2018 and operates as a holding company to operate an e-commerce platform for offering, selling and trading whole pieces of artwork instead of units of artwork. Takung Art Holdings was deregistered on April 29, 2020 due to deregistration of Art Era Internet Technology (Tianjin) Co., Ltd as discussed below.

Art Era Internet Technology (Tianjin) Co., Ltd (“Art Era”) ~~was incorporated~~, formed in Tianjin ~~China~~ on September 7, 2018, ~~and~~ is a directly ~~wholly-owned~~wholly owned subsidiary of Takung Art ~~Holdings. It is~~Holdings, and formed as a limited liability company with a registered capital of $2 million located in the Pilot Free Trade Zone in Tianjin. Art Era ~~will focus~~mainly focuses on developing ~~our~~its e-commerce ~~platform.~~platform for art. Art Era was deregistered on June 18, 2019 due to Company’s plan to put off the e-commerce platform development.

Hong Kong MQ Group Limited (“Hong Kong MQ”) was formed in Hong Kong on November 27, 2018 and currently has no operations. On June 19, 2019, as a result of a private transaction, one (1) share of common stock of Hong Kong MQ ~~has been~~was transferred from Ms. Hiu Ngai Ma to the Company. The net asset of Hong Kong MQ was $nil as of the acquisition date. The consideration paid for the ownership transfer, which represent 100% of the issued and outstanding share capital of Hong Kong MQ, was $0.13 (HK$1). Hong Kong MQ became a direct wholly-owned subsidiary of the Company.

MQ (Tianjin) Enterprise Management Consulting Co., ~~Ltd.~~Ltd (“Tianjin MQ”) was incorporated in Tianjin, PRC on July 9, 2019 and is a directly wholly owned subsidiary of Hong Kong MQ. It was established as a limited liability company with a registered capital of $100,000 located in the Pilot Free Trade Zone in Tianjin. Tianjin MQ will focus on exploring business opportunities ~~for~~ and promoting our artwork trading business.

Our headquarters are located in Hong Kong, Special Administrative Region, People’s Republic of China and we conduct our business primarily in Hong Kong ~~Shanghai~~ and Tianjin. Our principal executive offices are located at Room 1105 Wing On Plaza, 62 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong.

Our common stock began trading on the NYSE American under the symbol “TKAT” on March 22, 2017.
Recent Impacts of COVID-19 on Our Business
While the ongoing coronavirus pandemic is spreading throughout the world, the Company’s operations have fully resumed in March 2020 and we have not identified any significant decrease in the number of transactions on our platform since then. We have also maintained a stable number of new account openings.
The extent to which the COVID-19 impacts our operations is highly uncertain and cannot be predicted with confidence. It will depend on various factors including the duration and severity of the outbreak, new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others.
Although we do not expect that the virus will have a material adverse effect on our business or financial results at this time, COVID-19 may eventually affect the Company's 2020 overall business performance. The operating results for the three and six months ended June 30, 2020 may not be indicative of the future operating results for the fiscal year ending December 31, 2020 or other future periods, particularly in light of the uncertain impact COVID-19 could have on the Company's business.

Results of Operation of Takung

Hong Kong Takung operates a platform for offering and trading artwork. We generate revenue from our services in connection with the offering and trading of artwork ownership units on our system, primarily consisting of listing fees, trading commissions, and management fees.

18

THREE-MONTH PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2019~~2020 COMPARED TO THREE-MONTH PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2018~~2019

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

Three Months Ended September 30, Three Months Ended June 30,
2019 % of
Revenue 2018 % of
Revenue 2020 % of
Revenue 2019 % of
Revenue
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenue $ 1,123,592 100 $ 363,534 100 $ 1,679,165 100 $ 626,083 100
Cost of revenue (580,282 ) (52 ) (299,482 ) (82 ) (754,062 ) (45 ) (441,028 ) (70 )
Selling expense (108,458 ) (10 ) (149,035 ) (41 ) (61,585 ) (4 ) (3,784 ) (1 )
General and administrative expenses (1,159,502 ) (103 ) (2,208,264 ) (608 ) (929,728 ) (55 ) (888,460 ) (142 )
Impairment loss-construction-in-progress - (326,227 ) (90 )
Total costs and expenses (1,848,242 ) (165 ) (2,983,008 ) (821 ) (1,745,375 ) (104 ) (1,333,272 ) (213 )
Loss from operations (724,650 ) (65 ) (2,619,474 ) (721 ) (66,210 ) (4 ) (707,189 ) (113 )
Total other expenses (520,698 ) (46 ) (1,004,552 ) (276 )
Loss before income tax expenses (1,245,348 ) (111 ) (3,624,026 ) (997 )
Income tax benefit 117,451 10 742,670 204
Interest and other income (expenses), net 58,902 4 (486,931 ) (78 )
Loss before income taxes (7,308 ) 0 (1,194,120 ) (191 )
Income tax (expense) benefit (7,461 ) (1 ) 66,584 11
Net loss $ (1,127,897 ) (101 ) $ (2,881,356 ) (793 ) $ (14,769 ) (1 ) $ (1,127,536 ) (180 )

Revenue

The following table sets forth our interim condensed consolidated revenue by revenue source:

Three months ended
September 30,

Three Months Ended
June 30,

2019 2018 2020 2019
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Listing fee revenue $ - $ - $ 380,846 $ -
Commission 939,164 253,331
Commission revenue 1,188,313 532,740
Management fee revenue 184,428 107,905 110,006 93,343
Online artwork sales - 2,244
Annual fee revenue - 54
Total $ 1,123,592 $ 363,534 $ 1,679,165 $ 626,083

19

(i) Listing fee revenue

As of ~~September~~June 30, ~~2019,~~2020, a total of ~~285~~292 sets of artwork were listed for trade on our platform —comprising 6067 sets of paintings and calligraphies from famous Chinese, Russian and Mongolian artists, with a total listing value of ~~$25,783,323~~$28,489,331 (HK$~~202,100,000)~~221,100,000); 35 pieces of jewelry with a total listing value of ~~$9,269,749~~$9,362,437 (HK$72,660,000); 134 pieces of precious stones with a total listing value of ~~$16,845,275~~$17,013,710 (HK$132,040,000); 29 pieces of amber with a total listing value of ~~$12,119,820~~$12,241,006 (HK$95,000,000); 4 pieces of antique mammoth ivory carvings with a total listing value of ~~$663,401~~$670,034 (HK$5,200,000); 2 pieces of porcelain pastel paintings with a total listing value of ~~$331,700~~$335,017 (HK$2,600,000); 7 pieces of porcelain with a total listing value of ~~$1,084,405~~$1,095,248 (HK$8,500,000); 6 sets of Unit+ products with a total listing value of ~~$1,315,830 (HK$~~$1,328,987(HK$10,314,000); 1 piece of Yixing collectable with a listing value of ~~$127,577~~$128,853 (HK$1,000,000); and 7 pieces of ~~sports~~Sports memorabilia with a listing value of ~~$1,085,604~~$1,096,459 (HK$8,509,400), of which 22.5%-48% (for 6067 sets of paintings), 24%-48.5% (for the 134 pieces of precious stones), 29%-48% (for the 35 pieces of jewelry), 47%-48.5% (for 4 piece of antique mammoth ivory carvings), 32%-48% (for the 29 pieces of amber), 45%-46% (for the 2 pieces of porcelain pastel paintings), 25%-48% (for the 7 pieces of porcelain), 30.25%-45% (for the 6 sets of Unit+ products), 45% (1 piece of Yixing collectable) and 45% (for the 7 pieces of ~~sports~~Sports memorabilia) of the listed values were charged as listing fees, respectively.
During the three months ended June 30, 2020, there were 5 new sets of paintings listed on our platform. Their total listing values were $1,675,085 (HK$13,000,000) for the paintings, of which 22.90-23% (for the paintings) of the listed values were charged as listing fees.
As of June 30, 2019, a total of 285 sets of artwork were listed for trade on our platform —comprising 60 sets of paintings and calligraphies from famous Chinese, Russian and Mongolian artists, with a total listing value of $25,768,858 (HK$202,100,000); 35 pieces of jewelry with a total listing value of $9,264,548 (HK$72,660,000); 134 pieces of precious stones with a total listing value of $16,835,824 (HK$132,040,000); 29 pieces of amber with a total listing value of $12,113,021 (HK$95,000,000); 4 pieces of antique mammoth ivory carvings with a total listing value of $663,029 (HK$5,200,000); 2 pieces of porcelain pastel paintings with a total listing value of $331,514 (HK$2,600,000); 7 pieces of porcelains with a total listing value of $1,083,797 (HK$8,500,000); 6 sets of Unit+ products with a total listing value of $1,315,092 (HK$10,314,000); 1 piece of Yixing collectable with a listing value of $127,505 (HK$1,000,000); and 7 pieces of Sports memorabilia with a listing value of $1,084,995 (HK$8,509,400), of which 22.5%-48% (for 60 sets of paintings), 24%-48.5% (for the 134 pieces of precious stones), 29%-48% (for the 35 pieces of jewelry), 47%-48.5% (for 4 piece of antique mammoth ivory carvings), 32%-48% (for the 29 pieces of amber), 45%-46% (for the 2 pieces of porcelain pastel paintings), 25%-48% (for the 7 pieces of porcelains), 30.25%-45% (for the 6 sets of Unit+ products), 45% (1 piece of Yixing collectable) and 45% (for the 7 pieces of Sports memorabilia) of the listed values were charged as listing fees, respectively.

During the three months ended ~~September~~June 30, 2019, there were no new artworks listed on our platform.

~~We had no~~The listing ~~fee revenue~~fees charged increased to $380,846 during the three months ended June 30, 2020 compared to $nil for the same period ended June 30, 2019. Compared to those for the three months ended ~~September~~June 30, 2019, the number of new listing of paintings and ~~2018. During~~ the ~~third quarter~~value of ~~2019, we suspended and did not have any~~the artworks were higher during the same period in 2020. There were five sets of paintings listed during the three months ended June 30, 2020 while there was no new ~~listings of artwork~~artworks listed on our platform ~~because we focused on~~during the promoting the trading of our existing listed artwork as opposed to new listings. We also felt that any new listings would be unfavorably impacted by current market conditions. We will be more discreet about the future listings of more valuable artworks.same period in 2019.

(ii) Commission fee revenue

We generate commission fee from non-VIP traders and selected traders as follows:

For non-VIP traders, the commission revenue was calculated based on a percentage of transaction value of artworks, where we charge trading commissions for the purchase and sale of the ownership shares of the artworks. The commission is typically 0.3% of the total amount of each transaction, ~~but as an initial promotion,~~ we currently charge a reduced fee of 0.2% (resulting in an aggregate of 0.4% for both buy and sell transactions) of the total transaction amount with the minimum charge of $0.13 (HK$1). The commission is accounted for as revenue and immediately deducted from the proceeds from the sales of artwork units when a transaction is completed. On November 7, 2018 we lowered the minimum charge to $0.0013 (HK$0.01).

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

We define traders as “inactive” if they meet the following criteria;

•· The trader defaults in payment over three months;
•· The trader did not incur any transactions in the month of reassessment;
•· The service agent has confirmed with the relevant trader that he/she was inactive.

20

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

~~Commission rebate programs are offered~~We charge a non-transactional transfer commission on the transfer of the ownership of an artwork. The commission amount is calculated based on 0.3% of the close value of the artwork and each artwork unit. For the large volume of transfer or under certain special circumstances, we charge at an agreed-upon percentage of artworks units.
We used to offer commissions to traders and service agents. ~~We pay to existing traders 5% of the commission earned from the transactions of new traders referred by them. The rebate was adjusted from 15% to 5%, starting~~Effective January 1, ~~2017.~~2019, we no longer offered commission to our traders. For service agents, we ~~rebate~~offer a total of 40% to 75% of the commission earned from transactions with new traders to the service agents when they bring in an agreed number of traders to the trading platform. ~~For service agents who have individual referrers referring traders to us, we will, after rebating such individual referrers 5% of the~~
The commission ~~earned from the transactions of new traders they referred, deduct such 5% of the commission from the rebates payable~~paid to the service agents ~~to which such individual referrers relate.~~
~~The rebates~~ and discounts are recognized as a cost of revenue in the same period the related revenue is recognized.

Our trading volume and transaction value amounts increased significantly from 2016 when we commenced operations in Shanghai and consequently added a significant number of traders from mainland China as they could now settle their trades in Renminbi. This trend continued into 2017. However, there has been a decrease in our trading volume and transaction value amounts since the second half of 2018 because of the deteriorating economy in China due to the under-performance of its financial stock markets as well as the fall-out from the P2P (peer-to-peer) lending market. The situation has continued into 2019.
Total commission revenue increased by ~~$685,833~~$655,573 or 123% for the three months ended ~~September~~June 30, ~~2019~~2020 to ~~$939,164~~$1,188,313 compared to ~~$253,331~~$532,740 for the three months ended ~~September~~June 30, ~~2018 primarily because our transaction volume~~2019. For the three months ended June 30, 2020, the trading amount was approximately $2,215,309,610 (HK$17,192,574,819) compared to $825,532,976(HK$6,474,490,023) in the same period in 2019. The number of active traders increased ~~as a result of our efforts~~by 27,171, from 38,786 in ~~promoting our existing listed artworks.~~the three months ended June 30, 2019 to 65,957 in the same period in 2020.

(iii) Management fee revenue

We charge traders a management fee to cover the costs of insurance, storage, and transportation for artwork and trading management of artwork units, which are calculated at $0.0013 (HK$0.01) per 100 artwork units per day. ~~On November 7, 2018 we lowered the minimum charge to $0.0013 (HK$0.01).~~ The management fee is deducted from proceeds from the sale of artwork units.

During the three-month period ended ~~September~~June 30, ~~2019,~~2020 management fee revenue increased by ~~$76,523,~~$16,663, from ~~$107,905~~$93,343 for the three months ended ~~September~~June 30, ~~2018~~2019 to ~~$184,428,~~$110,006 due to the increase in ~~trading transactions.~~trading.

~~(iv)~~ ~~Annual fee revenue~~
~~During the three-month period ended September 30, 2019, there was no annual fee revenue, compared to $54 for the three-month period ended September 30, 2018~~
~~(v)~~ ~~Online artwork sales~~
~~During the three-month period ended September 30, 2019, there was no online artwork sales, compared to $2,244 for the three-month period ended September 30, 2018~~
21

Revenue by customer type

The following table presents our revenue by customer type:

Three months ended
September 30,

2019 2018
(Unaudited) (Unaudited)
Artwork owners $ - $ -
Non - VIP traders 853,276 140,581
VIP traders 270,316 220,709
Online artwork sales - 2,244
Total $ 1,123,592 $ 363,534

Three months ended
June 30,

2020 2019
(Unaudited) (Unaudited)
Artwork owners $ 380,846 $ -
Non – VIP Traders 1,078,701 481,162
VIP Traders 219,618 144,921
Total $ 1,679,165 $ 626,083

Cost of Revenue

Three months ended
September 30, Three months ended
June 30,
2019 2018 2020 2019
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Commission rebate to service agent $ 370,204 $ 2,094
Commissions paid to service agents $ 601,704 $ 235,088
Depreciation 116,082 163,736 88,245 121,763
Internet service charge 62,104 53,676 36,303 47,104
Artwork insurance 12,192 50,983 12,151 11,971
Artwork storage 19,700 27,533 15,659 25,091
Others - 1,460 - 11
Total $ 580,282 $ 299,482 $ 754,062 $ 441,028

Cost of revenue for the three months ended ~~September~~June 30, 2020 and June 30, 2019 was $754,062 and ~~September 30, 2018 was $580,282 and $299,482,~~$441,028, respectively. The increase in cost of revenue by ~~$280,800~~$313,034, for the three months ended ~~September~~June 30, ~~2019~~2020 compared to ~~September~~June 30, ~~2018~~2019, was mainly due to ~~higher commission rebates~~an increase in commissions paid to service ~~agents. The~~agents by $366,616 because of increase in ~~commission rebates by $368,110 correlated to the higher commission revenue earned from~~trading transactions during the three months ended ~~September~~June 30, ~~2019.~~2020 as discussed above. Such an increase was primarily offset by ~~the~~a decrease in depreciation ~~expense and artwork insurance expense~~ by $47,654 and $38,791, respectively. The fall in depreciation expense was a result of the suspension of e-commerce activity and impairment of all online software development assets in 2018. The reduction in the artwork insurance expense was$33,518 due to some of our computer equipment and trading systems having been fully depreciated, a ~~negotiated discount~~decline in ~~our new insurance contract for 2019.~~internet service charges by $10,801 and a decrease of artwork storage costs by $9,432.

Gross Profit

Gross profit was ~~$543,310~~$925,103 or 55.1% of the total revenue for the three months ended ~~September~~June 30, ~~2019,~~2020 compared to ~~$64,052~~$185,055 or 29.6% of the total revenue for the three months ended ~~September~~June 30, ~~2018. The increase was due to the increase in our total revenue.~~2019.

~~As previously discussed,~~Listing fees contributed 22.7% of the ~~spike in~~ total revenue ~~was largely attributable~~for the three months ended June 30, 2020 compared to 0% in the ~~rise~~corresponding period in ~~our~~2019, while commission revenue ~~earned from transactions~~contributed 70.8% for the three months ended June 30, 2020 compared to 85.1% in the corresponding period in 2019. Our management fee contributed to 6.5% of the total revenue for the three months ended June 30, 2020 compared to 14.9% in the same period in 2019. Although the percentages of commission and management fee revenues were higher for the three months ended June 30, 2019 compared to those in the same period in 2020, the dollar amount of those revenue were higher in the three months ended ~~September~~June 30, ~~2019. Our~~2020. Particularly, our commission revenue ~~contributed 83.6% for the quarter ended September 30, 2019 compared to 69.7% in the corresponding period in 2018. Consequently, we posted a gross profit margin of 48.4%~~ for the three months ended ~~September~~June 30, 2020 increased by $655,573 from $532,740 for the three months ended June 30, 2019 to $1,188,313 in same period in 2020. Moreover, our cost of revenue for the three months ended June 30, 2020 was 44.9% of the total revenue compared to ~~17.6%~~70.4% for the same period in ~~2018.~~2019. Consequently, we posted a higher gross profit and gross profit margin of $925,103 or 55.1%, respectively, for the three months ended June 30, 2020 compared to $185,055 or 29.6%, respectively, for the same period in 2019.

22

Operating Expenses

General and administrative expenses for the three months ended ~~September~~June 30, ~~2019~~2020 were ~~$1,159,502~~$929,728 compared to ~~$2,208,264~~$888,460 for the three months ended ~~September~~June 30, ~~2018.~~2019. The ~~significant plunge~~increase in general and administrative expenses by ~~$1,048,762~~$41,268 or 5% was ~~attributed~~attributable to an increase in office, insurance and rental expenses by $38,155 due to a ~~decrease~~new office being leased by Tianjin Takung in ~~salary~~mid-May 2019, an increase in legal and ~~welfare~~professional fees by ~~$829,072~~$46,362 due to ~~reduction~~higher audit fee, an increase in ~~force since July 2018, a decrease~~share-based compensation expense by $5,543 due to the additional shares issued for legal fees, an increase in ~~traveling and accommodation~~non-deductible input VAT expenses by ~~$48,427~~$35,919 as a result of ~~fewer marketing events,~~an increase in service fees paid to Tianjin Takung and an increase in others by $112,515. The overall increase was offset by a ~~decrease~~fall in ~~non-deductible input VAT~~salaries and welfare by ~~$4,027,~~$136,333 as a ~~decrease~~result of salary reductions for our executives, a reduction in consultancy fees by ~~$29,698, share-based compensation~~$32,089 attributable to lower consulting fee charged by ~~$58,537,~~our consultants of Tianjin Takung, a decrease in depreciation by ~~$45,020~~$5,109 and ~~other expenses~~a decrease in travel and accommodation fees by ~~$89,927.~~
$23,695 due to lower overseas travel and accommodation during the three months ended June 30, 2020 compared to the same period in 2019.

The following table sets forth the main components of ~~our~~the Company’s general and administrative expenses for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~June 30, 2019.

Three months ended
Three months ended
September 30, 2019 Three months ended
September 30, 2018 June 30,
(Unaudited) (Unaudited) 2020 % of Total 2019 % of Total
Amount($) % of Total Amount($) % of Total (Unaudited) (Unaudited)
Salary and welfare 405,620 35.0 1,234,692 55.9 $ 294,036 31.6 $ 430,369 48.4
Office, insurance and rental expenses 369,947 31.9 361,402 16.4 185,697 20.0 147,542 16.6
Legal and professional fees 213,263 18.4 165,862 7.5 154,904 16.7 108,542 12.2
Traveling and accommodation fees 28,939 2.5 77,366 3.5
Non-deductible input VAT expense 40,718 3.5 44,745 2.0 80,486 8.7 44,567 5.0
Travel and accommodation fees 7,290 0.8 30,985 3.5
Consultancy fee 46,494 4.0 76,192 3.5 35,188 3.8 67,277 7.6
Depreciation 30,815 3.3 35,924 4.0
Share based compensation expense 6,273 0.5 64,810 2.9 19,303 2.0 13,760 1.6
Depreciation 32,692 2.8 77,712 3.5
Others 15,556 1.4 105,483 4.8 122,009 13.1 9,494 1.1
Total general and administrative expense $ 1,159,502 100 $ 2,208,264 100 $ 929,728 100.0 $ 888,460 100.0

Other ~~expenses~~income (expenses)
Other ~~expenses~~income for the ~~three-month period~~three months ended ~~September~~June 30, ~~2019 were $520,698~~2020 was $58,902, compared to other expenses of ~~$1,004,552~~$486,931 for the same period in ~~2018.~~2019. The ~~decrease~~significant increase in other ~~expenses by $483,854 was predominately resulted from~~income for the three months ended June 30, 2020 is predominantly due to a significant ~~decrease~~increase in foreign currency exchange ~~loss~~gain by ~~$354,410,~~$440,369, arising from the depreciation of the Renminbi against the US dollar and ~~a decrease in~~sundry income by $159,343, slightly offset by loan interest ~~by $181,806 due to the loan due to a~~for our third party ~~paid off in January~~financing since the third quarter 2019. ~~Such decrease was offset by decrease in bank interest income by $49,266.~~

Income tax ~~benefit~~(expenses) benefits
The Company’s effective tax rate varies due to ~~its~~the multiple jurisdictions in which ~~the~~it books its pretax ~~book incomes~~income or ~~losses incur.~~losses. The Company was subject to a U.S. income tax rate of 21% ~~(34 % prior to January 1, 2018)~~, Hong Kong profits tax rate atof 8.25% for the first ~~HKD~~HK$ 2 million (approximately ~~$255,154)~~$257,705) assessable profits and at 16.5% for assessable profits above ~~HKD~~HK$ 2 million (approximately ~~$255,154) (16.5% prior to January 1, 2018)~~$257,705) and PRC enterprise income tax rate atof 25%.

The effective tax rates for the three months ended ~~September~~June 30, 2020 and 2019 were (102.1)% and ~~2018 were 9.4% and 20.5%~~5.6%, respectively.

~~Income taxes~~The income tax expense and income tax benefit were $7,461 and $66,584 for the three months ended ~~September~~June 30, 2020 and 2019, ~~and 2018 were $117,451 and $742,670,~~ respectively. The income tax expense was due to Hong Kong Takung generating operating income before tax for the three months ended June 30, 2020, while all subsidiaries incurred losses before income tax in the same period in 2019.

Net ~~Loss~~loss

We ~~had~~recorded a net loss of $14,769 and $1,127,536 for the three months ended ~~September~~June 30, 2020 and 2019, ~~of $1,127,897 compared net loss of $2,881,356 for the three months ended September 30, 2018.~~respectively.

The decrease in the net loss by $1,112,767 during this current period compared to the ~~three months ended September 30,~~same period in 2019 was ~~predominately~~predominantly due to a ~~rise~~growth in ~~revenue~~total revenues by ~~$760,058,~~$1,053,082 and ~~a decrease in operating expenses by $1,415,566, compared to the three months ended September 30, 2018 as a result of cost-cutting measures. It was also affected by a decrease~~an increase in exchange ~~losses~~gain by ~~$354,410.~~
We announced on August 13, 2018 the suspension of new listings of artwork. We were on the downside of a downturn in the online fine art and collectibles platform space, a by-product of a downturn in A-shares on the Chinese markets tightening of liquidity in China, declines in both the Shanghai and Shenzhen stock exchanges and the fallout from increased peer-to-peer (P2P) loan defaults. We slowly resumed new listings in January 2019 but there were no new listings this quarter. We were focused on resuscitating interest in the trading of our existing artwork and generating more commission revenue.$440,369.

23

~~NINE-MONTH~~SIX-MONTH PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2019~~2020 COMPARED TO ~~NINE-MONTH~~SIX-MONTH PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2018~~2019

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

Nine Months Ended Six Months Ended
September 30, June 30,
2019 % of
Revenue 2018 % of
Revenue 2020 % of
Revenue 2019 % of
Revenue
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenue $ 2,285,376 100 $ 8,191,828 100 $ 2,860,451 100 $ 1,161,784 100
Cost of revenue (1,288,589 ) (56 ) (2,173,296 ) (27 ) (1,410,576 ) (49 ) (708,307 ) (61 )
Selling expense (143,054 ) (6 ) (851,173 ) (10 ) (104,574 ) (4 ) (34,596 ) (3 )
General and administrative expenses (3,322,547 ) (146 ) (7,791,747 ) (95 ) (2,040,175 ) (71 ) (2,163,045 ) (186 )
Impairment loss – construction-in-progress - - (326,227 (4 )
Total costs and expenses (4,754,190 ) (208 ) (11,142,443 ) (136 ) (3,555,325 ) (124 ) (2,905,948 ) (250 )
Loss from operations (2,468,814 ) (108 ) (2,950,615 ) (36 ) (694,874 ) (24 ) (1,744,164 ) (150 )
Interest and other expenses, net (670,885 ) (29 ) (1,166,045 ) (14 ) (178,401 ) (6 ) (150,187 ) (13 )
Loss before income taxes (3,139,699 ) (137 ) (4,116,660 ) (50 ) (873,275 ) (30 ) (1,894,351 ) (163 )
Income tax benefit 175,473 8 574,202 7 )
Income tax (expense) benefit (94,856 ) (3 ) 58,022 5
Net loss $ (2,964,226 ) (129 ) $ (3,542,458 ) (43 ) $ (968,131 ) (33 ) $ (1,836,329 ) (158 )

Revenue

The following table sets forth our condensed consolidated revenue by revenue source:

Nine months ended Six months ended
September 30, June 30,
2019 2018 2020 2019
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Listing fee revenue $ 284,090 $ 3,978,735 $ 557,789 $ 284,090
Commission 1,655,244 3,557,411 2,089,136 716,080
Management fee revenue 346,042 455,133 213,526 161,614
Authorized agent subscription revenue - 191,623
Annual fee revenue - 378
Online artwork sales - 8,548
Total $ 2,285,376 $ 8,191,828 $ 2,860,451 $ 1,161,784

(i) Listing fee revenue

As of ~~September~~June 30, ~~2019,~~2020, a total of ~~285~~292 sets of artwork were listed for trade on our platform —comprising 6067 sets of paintings and calligraphies from famous Chinese, Russian and Mongolian artists, with a total listing value of ~~$25,783,323~~$28,489,331 (HK$~~202,100,000)~~221,100,000); 35 pieces of jewelry with a total listing value of ~~$9,269,749~~$9,362,437 (HK$72,660,000); 134 pieces of precious stones with a total listing value of ~~$16,845,275~~$17,013,710 (HK$132,040,000); 29 pieces of amber with a total listing value of ~~$12,119,820~~$12,241,006 (HK$95,000,000); 4 pieces of antique mammoth ivory carvings with a total listing value of ~~$663,401~~$670,034 (HK$5,200,000); 2 pieces of porcelain pastel paintings with a total listing value of ~~$331,700~~$335,017 (HK$2,600,000); 7 pieces of porcelain with a total listing value of ~~$1,084,405~~$1,095,248 (HK$8,500,000); 6 sets of Unit+ products with a total listing value of ~~$1,315,830 (HK$~~$1,328,987(HK$10,314,000); 1 piece of Yixing collectable with a listing value of ~~$127,577~~$128,853 (HK$1,000,000); and 7 pieces of ~~sports~~Sports memorabilia with a listing value of ~~$1,085,604~~$1,096,459 (HK$8,509,400), of which 22.5%-48% (for 6067 sets of paintings), 24%-48.5% (for the 134 pieces of precious stones), 29%-48% (for the 35 pieces of jewelry), 47%-48.5% (for 4 piece of antique mammoth ivory carvings), 32%-48% (for the 29 pieces of amber), 45%-46% (for the 2 pieces of porcelain pastel paintings), 25%-48% (for the 7 pieces of porcelain), 30.25%-45% (for the 6 sets of Unit+ products), 45% (1 piece of Yixing collectable) and 45% (for the 7 pieces of ~~sports~~Sports memorabilia) of the listed values were charged as listing fees, respectively.
24

During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, there were 67 new sets of paintings listed on our platform. Their total listing values were ~~$1,148,194~~$2,448,201 (HK$19,000,000) for the paintings, of which 22.83-23% (for the paintings) of the listed values were charged as listing fees.
As of June 30, 2019, a total of 285 sets of artwork were listed for trade on our platform -comprising 60 sets of paintings and calligraphies from famous Chinese, Russian and Mongolian artists, with a total listing value of $25,768,858 (HK$202,100,000); 35 pieces of jewelry with a total listing value of $9,264,548 (HK$72,660,000); 134 pieces of precious stones with a total listing value of $16,835,824 (HK$132,040,000); 29 pieces of amber with a total listing value of $12,113,021 (HK$95,000,000); 4 pieces of antique mammoth ivory carvings with a total listing value of $663,029 (HK$5,200,000); 2 pieces of porcelain pastel paintings with a total listing value of $331,514 (HK$2,600,000); 7 pieces of porcelains with a total listing value of $1,083,797 (HK$8,500,000); 6 sets of Unit+ products with a total listing value of $1,315,092 (HK$10,314,000); 1 piece of Yixing collectable with a listing value of $127,505 (HK$1,000,000); and 7 pieces of Sports memorabilia with a listing value of $1,084,995 (HK$8,509,400), of which 22.5%-48% (for 60 sets of paintings), 24%-48.5% (for the 134 pieces of precious stones), 29%-48% (for the 35 pieces of jewelry), 47%-48.5% (for 4 piece of antique mammoth ivory carvings), 32%-48% (for the 29 pieces of amber), 45%-46% (for the 2 pieces of porcelain pastel paintings), 25%-48% (for the 7 pieces of porcelains), 30.25%-45% (for the 6 sets of Unit+ products), 45% (1 piece of Yixing collectable) and 45% (for the 7 pieces of Sports memorabilia) of the listed values were charged as listing fees, respectively.

During the six months ended June 30, 2019, there were 6 new sets of paintings listed on our platform. Their total listing values were $1,147,549 (HK$9,000,000) for the paintings, of which 22.9%-28% (for the paintings) of the listed values were charged as listing fees.

The listing fees ~~charged decreased~~revenue rose to ~~$284,090~~$557,789 during the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to ~~$3,978,735~~$284,090 for the same period ended ~~September~~June 30, ~~2018.~~2019. During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, we ~~suspended~~had 7 new ~~listings~~sets of ~~artwork~~paintings listed on our platform because we were more focused on promoting the trading of our existing listed artworks and felt that any new listings would be unfavorably impacted by current market conditions. We will also be more discreet about future listings of more valuable artworks. Accordingly, there were no listings during the nine months ended September 30, 2019.online platform.

(ii) Commission fee revenue

We generate a commission fee from non-VIP traders and selected traders as follows:

For non-VIP traders, the commission revenue was calculated based on a percentage of transaction value of artworks, ~~which~~where we charge trading commissions for the purchase and sale of the ownership shares of the artworks. The commission is typically 0.3% of the total amount of each transaction, ~~but as an initial promotion,~~ we currently charge a reduced fee of 0.2% (resulting in an aggregate of 0.4% for both buy and sell transactions) of the total transaction amount with the minimum charge of ~~$0.13 (HK$1). On November 7, 2018, we lowered the minimum charge to~~ $0.0013 (HK$0.01). ~~The commission is accounted for as revenue and immediately deducted from the proceeds from the sales of artwork units when a transaction is complete.~~

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

We defined a selected trader as an inactive trader who meets one of the following criteria:

· The trader has been default in making monthly commission payment over three months.

· The trader has not incurred any sales or purchase transactions in the month of reassessment.

· The offering agent confirms that the respective selected trader is inactive.

~~Commission rebate programs are offered~~Once an inactive trader has been assessed and identified, his/her contract will be reassessed pursuant to ASC 606-10-25-5 because there has been a significant change in fact and circumstances and pursuant to ASC 606-10-25-1)e), his/her contract will not be deemed to exist and revenue will not be recognized until consideration is received in accordance with ASC 606-10-25-7(a) as we would have already performed our obligations ahead of receiving consideration.
We charge a non-transactional transfer commission on the transfer of the ownership of an artwork. The commission amount is calculated based on 0.3% of the close value of the artwork and each artwork unit. For the large volume of transfer or under certain special circumstances, we charge at an agreed-upon percentage of artworks units.
We used to offer commissions to traders and service agents. ~~We pay to existing traders 5% of the commission earned from the transactions of new traders referred by them. The rebate was adjusted from 15% to 5%, starting from~~Effective January 1, ~~2017.~~2019, we no longer offered commission to our traders. For service agents, we ~~rebate~~offer a total of 40% to ~~68%~~75% of the commission earned from transactions with new traders to the service agents when they bring in an agreed number of traders to the trading platform. ~~For service agents who have individual referrers referring traders to us, we will, after rebating such individual referrers 5% of the~~
The commission ~~earned from the transactions of new traders they referred, deduct such 5% of the commission from the rebates payable~~paid to the service agents ~~to which such individual referrers relate.~~
~~The rebates~~ and discounts are recognized as a cost of revenue in the same period the related revenue is recognized.

Total commission revenue ~~decreased~~grew by ~~$1,902,167~~$1,373,056 or 192% for the ~~nine~~six months ended ~~September~~June 30, 2020 to $2,089,136 compared to $716,080 for the six months ended June 30, 2019 chiefly due to ~~$1,655,244 compared to $3,557,411~~higher trading transaction amount incurred and more active traders involved during the six months ended June 30, 2020. Total transaction amounts for the ~~nine~~six months ended ~~September~~June 30, ~~2018 primarily because there~~2020 and 2019 were ~~no new listings of artwork on our platform in~~$3,884,557,747 (HKD30,163,968,248) and $989,151,757 (HKD7,757,719,400), respectively. Total active traders involved for the ~~second~~six months ended June 30, 2020 and ~~third quarters~~2019 were 126,334 and ~~this drove down overall trading activity during this period compared to last year.~~53,860, respectively.

(iii) Management fee revenue

We charge traders a management fee to cover the costs of insurance, storage, and transportation for an artwork and trading management of artwork units, which are calculated at $0.0013 (HK$0.01) per 100 artwork units per day. The management fee is deducted from proceeds from the sale of artwork units.

During the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019,~~2020, management fee revenue ~~dropped~~increased by ~~$109,091,~~$51,912, from ~~$455,133~~$161,614 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 to ~~$346,042,~~$213,526, due to the ~~decrease in overall~~higher trading transactions ~~this period compared to last year.~~
~~(iv)~~ ~~Annual fee revenue~~
~~During~~in the ~~nine-month period ended September 30, 2019, there was no annual fee revenue, compared to $378 for the nine-month period ended September 30, 2018.~~current quarter.

25

~~(v)~~ ~~Authorized agent subscription revenue~~
~~During the nine-month period ended September 30, 2019, there was no authorized agent subscription revenue, compared to $191,623 for the nine-month period ended September 30, 2018.~~
~~(vi)~~ ~~Online artwork sales~~
During the nine-month period ended September 30, 2019, there were no online artwork sales, compared to $8,548 for the nine-month period ended September 30, 2018 because we shut down online artwork sales on our platform.
Revenue by customer type

The following table presents our revenue by customer type:

Nine months ended
September 30,
Six months ended
June 30,
2019 2018 2020 2019
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Artwork owners $ 284,090 $ 3,978,735 $ 557,789 $ 284,090
Non - VIP traders 1,494,066 2,235,789
Non – VIP traders 1,934,832 640,789
VIP traders 507,220 1,777,133 367,830 236,905
Authorized agents - 191,623
Online artwork sales - 8,548
Total $ 2,285,376 $ 8,191,828 $ 2,860,451 $ 1,161,784

Cost of Revenue

Nine months ended
September 30, Six months ended
June 30,
2019 2018 2020 2019
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Commission rebate to service agent $ 660,208 $ 1,207,104
Commissions paid to service agents $ 1,099,305 $ 290,004
Depreciation 359,878 491,297 184,436 243,795
Internet service charge 159,882 240,165 70,635 97,778
Artwork insurance 36,124 155,635 24,271 23,933
Artwork storage 72,033 74,110 31,929 52,333
Others 464 4,985 - 464
Total $ 1,288,589 $ 2,173,296 $ 1,410,576 $ 708,307
Cost of revenue for the ~~nine~~six months ended ~~September~~June 30, 2020 and June 30, 2019 was $1,410,576 and ~~September 30, 2018 was $1,288,589 and $2,173,296,~~$708,307, respectively. The ~~decrease~~rise in cost of revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to ~~September~~June 30, ~~2018,~~2019 was mainly due to ~~the decrease~~an increase in the ~~commission rebates~~commissions paid to service agents by ~~$546,896. Management focused on resuscitating interest~~$809,301. This increase was driven by an increase in ~~listed artwork and no new artwork had been listed since~~trading transactions during the ~~second quarter of 2019. Besides the~~six months ended June 30, 2020 as discussed above. Such increase was offset by a decrease in ~~commission rebates, the decrease in cost of revenue was also~~depreciation by $59,359 due to ~~a fall in the depreciation~~some of our computer equipment and ~~amortization of hardware and software on our~~ trading ~~platform by $131,419 as~~systems having been fully depreciated, a ~~result of the suspension of e-commerce activity and impairment of all online software development assets in 2018, the~~ decline in internet ~~services~~service charges by ~~$80,283 due to the termination~~$27,143 and a decrease of ~~two network lines between Macau and Hong Kong, the decrease in artwork insurance expense by $119,511 due to a negotiated discount in our new insurance contract for 2019, the decrease in~~ artwork storage ~~fee~~costs by ~~$2,077 and the drop in other expenses by $4,521.~~$20,404.
Gross Profit

Gross profit was ~~$996,787~~$1,449,875 or 50.7% of the total revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$6,018,532~~$453,477 or 39.0% of the total revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The ~~decrease~~increase in gross profit and margin was mainly due to the ~~significant decline~~growth in total revenue.

Overall total revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2019 dropped~~2020 rose by ~~$5,906,452~~$1,698,667 or ~~72.1%~~146.2% compared to the same period in ~~2018.~~2019. Compared to the same period in ~~2018,~~2019, there was a significant ~~decrease~~increase in ~~listing fee~~commission revenue ~~and commission revenue.~~for the six months ended June 30, 2020 by $1,373,056 or 191.7%. Consequently, we posted a gross profit margin of ~~43.6%~~50.7% for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to ~~73.5%~~39.0% for the same period in ~~2018.~~2019.
26

Operating Expenses

General and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 were ~~$3,322,547,~~$2,040,175, compared to ~~$7,791,747~~$2,163,045 for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The ~~significant plunge~~reduction in general and administrative expense by ~~$4,469,200~~$122,870 or 5.7% was attributed to a decrease in salary and welfare by ~~$2,615,446~~$259,098 due to ~~reduction in force since July 2018,~~salary reductions for our executives, a decrease in ~~insurance and rental expenses~~consultancy fee by ~~$525,728~~$102,130 due to the ~~relocation~~lower consulting fee charged by our consultants of ~~our Hong Kong office to a non-central district,~~Tianjin Takung, a decrease in legal and professional fees by ~~$159,147,~~$38,518 due to reduced audit and legal fees incurred by Hong Kong Takung, a decrease in ~~traveling~~travel and accommodation fees by $8,212 due to lower overseas travel and accommodation, a fall in share-based compensation by $5,322 as there were no additional stock options granted and a decrease in depreciation by $8,117 as some of our furniture and fixtures and computer equipment had been fully depreciated. The overall decline in general and administrative expenses was offset by an increase in office, insurance and rental expenses by ~~$463,758~~$182,794 due to a new office being leased by Tianjin Takung in mid-May 2019 and an increase in non-deductible input VAT expense by $62,981 as a result of ~~fewer marketing events, a decrease~~an increase in ~~non-deductible input VAT by $207,649, a decrease in consultancy~~service fees ~~by $71,853, share-based compensation by $180,347, depreciation by $119,273 and also other expenses by $202,401.~~paid to Tianjin Takung.

The following table sets forth the main components of ~~our~~the Company’s general and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~September~~June 30, ~~2018.~~2019.

Six months ended
Nine months ended
September 30, 2019 Nine months ended
September 30, 2018 June 30,
(Unaudited) (Unaudited) 2020 % of Total 2019 % of Total
Amount($) % of Total Amount($) % of Total (Unaudited) (Unaudited)
Salary and welfare 1,283,486 38.6 % 3,898,932 50.0 % $ 618,768 30.3 $ 877,866 40.6
Legal and professional fees 344,122 16.9 382,640 17.7
Office, insurance and rental expenses 697,629 21.0 % 1,223,357 15.7 % 510,476 25.0 327,682 15.1
Legal and professional fees 595,903 18.0 % 755,050 9.7 %
Consultancy fee 70,305 3.4 172,435 8.0
Non-deductible input VAT expense 152,579 7.5 89,598 4.1
Depreciation 62,554 3.1 70,671 3.3
Traveling and accommodation fees 81,282 2.4 % 545,040 7.0 % 44,131 2.2 52,343 2.4
Non-deductible input VAT expense 130,316 3.9 % 337,965 4.3 %
Consultancy 218,929 6.6 % 290,782 3.7 %
Share based compensation 36,884 1.1 % 217,231 2.8 %
Depreciation 103,363 3.1 % 222,636 2.9 %
Bad debt expense - - % (76,402 ) (1.0 )%
Other 174,755 5.3 % 377,156 4.9 %
Share Based Compensation Expense 25,289 1.2 30,611 1.4
Others 211,951 10.4 159,199 7.4
Total general and administrative expense $ 3,322,547 100.0 % $ 7,791,747 100.0 % $ 2,040,175 100.0 $ 2,163,045 100.0

Other expenses

Other expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2019 were $670,885,~~2020 was $178,401 compared to ~~$1,166,045~~$150,187 for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The ~~decrease in other expenses by $495,160~~amount was primarily driven by the decrease in exchange loss by $568,277, due to the appreciation of Renminbi against US dollar and drop in loan interest by $486,272 due to a third-party loan being paid off in January 2019, offset by an increase in sundry expense by $357,053, a decrease in bank interest income by $132,218 and a loss in fixed asset disposal incurred in the nine months ended September 30, 2019 by $57,295.
~~Income tax benefit (expenses)~~comparable between two periods.

Income tax (expense) benefits
The ~~Company's~~Company’s effective tax rate varies due to ~~its~~the multiple jurisdictions ~~where pre-tax~~in which it books its pretax income or ~~losses occur.~~losses. The Company iswas subject to a U.S. income tax rate of 21%, Hong Kong profits tax rate atof 8.25% for the first ~~HKD~~HK$ 2 million (approximately ~~$255,154)~~$257,705) assessable profits and at 16.5% for assessable profits above ~~HKD~~HK$ 2 million (approximately ~~$255,154) (16.5% prior to January 1, 2018),~~$257,705) and PRC enterprise income tax rate atof 25% ~~and U.S. income tax rate of 21% (34% prior to January 1, 2018 due to the Tax Cuts and Jobs Act enacted on December 22, 2017)~~.

The effective tax rates for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 were (10.9)% and ~~2018 were 5.6% and 13.9%~~3.1%, respectively.

~~Income taxes~~The income tax expense and income tax benefit were $94,856 and $58,022 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018 were $175,473 and $574,202,~~2019, respectively.
Net loss

We ~~had~~recorded a net loss for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 of ~~$2,964,226~~$968,131 compared to a net loss of ~~$3,542,458~~$1,836,329 for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~ 2019.
The ~~lower~~decrease in the net loss ~~incurred in the nine months ended September 30, 2019,~~by $868,198 during this current period compared to the same period in ~~2018, resulted from a lower operating expenses and exchange loss~~2019 was predominantly triggered by the growth in total revenue for the ~~current period.~~six months ended June 30, 2020 as discussed above.
27

Liquidity and Capital Resources

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

Nine months ended
September 30,
2019 2018
(Unaudited) (Unaudited)
Net cash provided by (used in) operating activities $ 10,828,217 $ (18,589,823 )
Net cash provided by (used in) investing activities 313,588 (4,377,285 )
Net cash (used in) provided by financing activities (537,605 ) 2,425,220
Effect of exchange rate change on cash and cash equivalents (33,398 ) (664,016 )
Net increase (decrease) in cash, cash equivalents and restricted cash 10,570,802 (21,205,904 )
Cash, cash equivalents and restricted cash, beginning balance 12,524,086 37,140,582
Cash, cash equivalents and restricted cash, ending balance $ 23,094,888 $ 15,934,678
Six months ended
June 30,
2020 2019
(Unaudited) (Unaudited)
Net cash (used in) provided by operating activities $ (3,782,887 ) $ 21,615,744
Net cash (used in) provided by investing activities (18,388 ) 2,409,459
Net cash used in financing activities - (2,106,342 )
Effect of exchange rate change on cash and cash equivalents (80,470 ) 10,090
Net (decrease) increase in cash, cash equivalents and restricted cash (3,881,745 ) 21,928,951
Cash, cash equivalents and restricted cash, beginning balance 21,829,154 12,524,086
Cash, cash equivalents and restricted cash, ending balance $ 17,947,409 $ 34,453,037

30
Sources of Liquidity

During the ~~nine~~six months ended ~~September~~June 30, 2020, net cash used in operating activities totaled $3,782,887, which predominantly resulted from the net loss of $968,131 and a decline in net change in operating assets and liabilities of $3,462,397 and offset by non-cash adjustments to net loss of $647,641. Net cash used in investing activities included purchase of furniture and computer equipment by Tianjin Takung. There was no net cash used in or provided by financing activities for the six months ended June 30, 2020. The resulting change in cash for the period was a decrease of $3,881,745. The cash balance at the beginning of the period was $21,829,154. The cash balance as of June 30, 2020 was $17,947,409.
During the six months ended June 30, 2019, net cash generated from operating activities totaled ~~$10,828,217 which resulted from~~$21,615,744. Although the ~~implementation~~Company incurred a net loss of ~~ASU2016-18 since~~$1,836,329 during the ~~beginning of 2018. In fact, there~~six months ended June 30, 2019, such net loss was offset by an increase in ~~client deposits by $12,459,049 placed by the customers for upcoming transactions which influenced the increased amounts due~~net change in operating assets and liabilities of $23,063,582 and non-cash adjustments to ~~clients simultaneously. The Company assessed and evaluated that it was truly a presentation issue and there should be no actual impact to the operating activities.~~net loss of $388,491. Net cash generated from investing activities totaled ~~$313,588.~~$2,409,459. Net cash used in financing activities totaled ~~$537,605.~~$2,106,342. The resulting change in cash for the period was an increase of ~~$10,570,802.~~$21,928,951. The cash balance at the beginning of the period was $12,524,086. The cash balance on ~~September~~June 30, 2019 was ~~$23,094,888.~~
During the nine months ended September 30, 2018, net cash used in operating activities totaled $18,589,823 and it was resulted in the inclusion of the restricted cash balances within the overall cash balance and removal of the changes in restricted cash activity due to the adoption of ASU2016-18 since beginning of 2018. The reduction in net cash in operating activities was predominately triggered by a decline in client deposits by $17,757,757 which influenced the fall in the amount due to clients simultaneously. The Company assessed and evaluated it was rather a presentation issue and there should have no actual impact to the operating activities. Net cash used in investing activities totaled $4,377,285. Net cash generated from financing activities totaled $2,425,220. The resulting change in cash for the period was a decrease of $21,205,904. The cash balance at the beginning of the period was $37,140,582. The cash balance on September 30, 2018 was $15,934,678.$34,453,037.

As of ~~September~~June 30, ~~2019,~~2020, the Company had ~~$26,298,905~~$21,974,706 in total current liabilities, which ~~comprised of $522,929~~included $815,748 in accrued ~~expense~~expenses and other payables, ~~$17,008,251~~$12,435,948 in ~~customers’~~customer deposits, ~~$10,227~~$1,956,287 in ~~advance~~short-term borrowings from ~~customer, $6,759,674~~a third party, $6,457,827 in amount due to related parties, ~~$1,816,837~~$13,612 in ~~loan~~advances from ~~a third party, $173,156~~customers, $152,954 in lease liabilities and ~~$7,831~~$142,330 in tax payables.
As of December 31, ~~2018,~~2019, the Company had ~~$14,099,778~~$25,947,490 in total current liabilities, which included ~~$641,692~~$629,666 in accrued expenses and other payables, ~~$8,995~~$16,404,941 in ~~advance from customers, $4,549,202 in customers’~~customer deposits, ~~$2,499,500~~$1,868,345 in short-term borrowings from a third ~~parties, $6,385,288~~party, $6,862,713 in amount due to related ~~party,~~parties, $8,788 in advances from customers, $166,987 in lease liabilities and ~~$15,101~~$6,050 in ~~tax~~VAT payables.

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

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

28
If our operating subsidiaries were to incur additional debt on their own behalf in the future, the instruments governing the debt may restrict the ability of our operating subsidiaries to transfer cash to our U.S. investors.

Off-Balance Sheet Arrangements

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

Future Financings

Although we are suffering ~~downside~~ business downturn including a decrease in trading volume and customer deposits, we are also undergoing a company restructuring, including re-evaluating the ~~Company’s core~~company’s Unit business and a ~~downsizing~~downsize of ~~its~~the workforce. Our management forecasts that we have sufficient cash from our operations to fund our business organically. However, we may conduct equity sales of our ~~shares of~~ common ~~stock~~shares in order to fund further expansion and growth of our business. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any sales of the equity securities to fund expansion and other activities, and if we are able to, there is no guarantee that existing shareholders will not be substantially diluted. In essence, we do not need to rely on equity sales to fund our business operations.

Critical Accounting Policies

We regularly evaluate the accounting policies and estimates that we use to make budgetary and financial statement assumptions. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

See Note 2 to the financial statements included herewith and Note 2 to the financial statements on Form 10-K for the fiscal year ended December 31, ~~2018,~~2019, previously filed with the SEC.

Recent Accounting Pronouncements

See Note 2 to the financial statements included herewith and Note 2 to the financial statements on Form 10-K for the fiscal year ended December 31, ~~2018,~~2019, previously filed with the SEC.
~~Item 3.~~ ~~Quantitative and Qualitative Disclosures About Market Risk.~~
Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.
~~Item 4.~~ ~~Controls and Procedures.~~
Item 4. Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, which presently comprises our Chief Executive Officer, Ms. Fang Mu and our Chief Financial Officer, ~~Mr. Jehn Ming Lim.~~Mrs. Jing Wang. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of ~~September~~June 30, ~~2019~~2020 were effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended ~~September~~June 30, ~~2019~~2020 that materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

29

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.
On or around May and June 2020, plaintiffs Chunji Zhao and Guangming Su commenced legal proceedings against Takung (Shanghai) Co., Ltd (“Shanghai Takung”) over a contract dispute relating to the Company’s trading platform use agreement and misrepresentations over ownership units made by a certain service agent amounting to an aggregate of approximately $0.23 million.
Both cases originated in the Shanghai Pudong People’s Court. However, because Shanghai Takung was subsequently deregistered on May 8, 2020, both plaintiffs requested the defendant in their respective cases be re-named Hong Kong Takung Art Co. Ltd, its parent company. The plaintiffs also requested that Takung Cultural Development (Tianjin) Co., Ltd be named as additional defendant. In addition to damages, plaintiffs Chunji Zhao and Guangming Su were also claiming litigation costs of RMB1,090,000 (approximately, $0.15 million) and RMB 536,025 (approximately, $0.08 million) respectively.
On July 1, 2020, Chunji Zhao withdrew his claim against Tianjin Takung. The withdrawal was approved by the court on July 20, 2020. The other litigation proceeding from Guangming Su has been transferred to the Tianjin City Beicheng District People’s Court on July 22, 2020 and is presently under review. We do not believe that the proceedings have any merit and intend to vigorously defend against them.
On or around July 2020, a third filing claim was filed in the Shanghai Pudong People’s Court, China against Hong Kong Takung Art Co. Ltd in the Shanghai Pudong People’s Court, China, on the basis of alleged breaches of contract. The claim amount has yet to be determined. In our management’s opinion, it is not probable that we will incur any losses arising from this litigation case. As such, as of June 30, 2020 the Company has not accrued any liability in connection with potential losses from the legal proceedings.
~~Item 6.~~ ~~Exhibits.~~
Item 6. Exhibits.

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

Exhibit
No. Description

3.1 Certificate of Incorporation (1)
3.2 �� By-laws of the Company (2)
3.3 Certificate of Amendment of the Certificate of Incorporation (1)
3.4 Certificate of Amendment of the Certificate of Incorporation (1)
3.5 Certificate of Amendment (2)
3.6 Certificate of Amendment of the Certificate of Incorporation (4)
3.7 Certificate of Incorporation of Hong Kong Takung Assets and Equity Artworks Exchange Co., Ltd.(3)
3.8 Articles of Association of Hong Kong Takung Assets and Equity Artworks Exchange Co., Ltd.(3)
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1 Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS XBRL Instance Document*
101.SCH XBRL Taxonomy Extension Schema Document*
101.CAL XBRL Taxonomy Calculation Linkbase Document*
101.DEF XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB XBRL Taxonomy Label Linkbase Document*
101.PRE XBRL Taxonomy Presentation Linkbase Document*

~~(1)~~ ~~Incorporated by reference to the exhibit to our registration statement on Form S-1 filed with the SEC on August 16, 2011.~~
~~(2)~~ ~~Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on March 7, 2013.~~
~~(3)~~ ~~Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on October 22, 2014.~~
~~(4)~~ ~~Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on November 6, 2014.~~
(1)       Incorporated by reference to the exhibit to our registration statement on Form S-1 filed with the SEC on August 16, 2011.
(2)       Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on March 7, 2013.
(3)       Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on October 22, 2014.
(4)       Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on November 6, 2014.

*Filed herewith.
**Furnished herewith.

30

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TAKUNG ART CO., LTD

Date: ~~November 14, 2019~~August 7, 2020 By: /s/ Fang Mu
Fang Mu
Chief Executive Officer
(Principal Executive Officer)

Date: ~~November 14, 2019~~August 7, 2020 By: /s/ ~~Jehn Ming Lim~~Jing Wang
~~Jehn Ming Lim~~Jing Wang
Chief Financial Officer
(Principal Financial Officer)

31

	Nine Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2019			2018
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	10,828,217		$	(18,589,823	)

Cash flows from investing activities:
Purchase of property and equipment		(36,108	)		(775,730	)
Purchase of available-for-sale investments		(22,205,745	)		(90,293,454	)
Maturity and redemption of available-for-sale investments		22,205,745			90,293,454
Loan to third parties		(2,093,555	)		-
Loan to a related party		-			(6,369,809	)
Repayment of loan from third parties		2,443,251			3,641,871
Purchase of held-to-maturity investment		-			(873,617	)
Net cash provided by (used in) investing activities		313,588			(4,377,285	)

Cash flows from financing activities:
Proceeds from related parties loan		6,226			6,389,042
Proceeds from a third party’s loan		1,955,669			-
Repayment of loan to a related party		-			(483,822	)
Loan repayment to a third party		(2,499,500	)		(3,480,000	)
Net cash (used in) provided by financing activities		(537,605	)		2,425,220

Effect of exchange rate change on cash, cash equivalents and restricted cash		(33,398	)		(664,016	)

Net increase (decrease) in cash, cash equivalents and restricted cash		10,570,802			(21,205,904	)

Cash, cash equivalents and restricted cash, beginning balance		12,524,086			37,140,582

Cash, cash equivalents and restricted cash, ending balance	$	23,094,888		$	15,934,678

Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents as of September 30, 2019 and 2018, respectively	$	6,086,637		$	8,418,818
Restricted cash as of September 30, 2019 and 2018, respectively		17,008,251			7,515,860
Total cash, cash equivalents, and restricted cash as of September 30, 2019 and 2018, respectively	$	23,094,888		$	15,934,678

Supplemental cash flows information:

Cash paid for interest	$	156,453		$	241,727
Cash paid for income tax	$	-		$	111,917

	Six Months Ended
	June 30,			June 30,
	2020			2019
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(3,782,887	)	$	21,615,744

Cash flows from investing activities:
Purchase of property and equipment		(18,388	)		(33,792	)
Purchase of available-for-sale investments		-			(21,372,178	)
Maturity and redemption of available-for-sale investments		-			21,372,178
Loan repayment from a third party		-			2,443,251
Net cash (used in) provided by investing activities		(18,388	)		2,409,459

Cash flows from financing activities:
Proceeds from a related party’s loan		-			393,158
Loan repayment to a third party		-			(2,499,500	)
Net cash used in financing activities		-			(2,106,342	)

Effect of exchange rate change on cash, cash equivalents and restricted cash		(80,470	)		10,090

Net (decrease) increase in cash, cash equivalents and restricted cash		(3,881,745	)		21,928,951

Cash, cash equivalents and restricted cash, beginning balance		21,829,154			12,524,086

Cash, cash equivalents and restricted cash, ending balance	$	17,947,409		$	34,453,037

Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents as of June 30, 2020 and 2019, respectively		5,511,461			7,451,172
Restricted cash as of June 30, 2020 and 2019, respectively		12,435,948			27,001,865
Total cash, cash equivalents, and restricted cash as of June 30, 2020 and 2019, respectively	$	17,947,409		$	34,453,037

Supplemental cash flows information:

Cash paid for interest	$	-		$	-
Cash paid for income tax	$	29,935		$	-

	September 30, 2019			December 31, 2018			June 30, 2020		December 31, 2019
		(Unaudited)					(Unaudited)
Listing fee	$	-		$	568,757		$	154,837	$	-
Authorized agent subscription revenue		557,154			557,837			-		560,780
Monthly commission fee		1,376,460			1,378,148			-		1,385,420
Others		53,561			53,626			-		53,909
Less: allowance for doubtful accounts		(1,987,175	)		(1,989,611	)		-		(2,000,109	)
Account receivables, net	$	-		$	568,757		$	154,837	$	-

Date	Borrower	Lender	Original Amount (RMB)		Outstanding Balance (RMB)		Amount in Reporting Currency (USD)		Annual Interest Rate			Repayment Due Date	Borrower	Lender	Original Amount (RMB)		Outstanding Balance (RMB)		Amount in Reporting Currency (USD)		Annual Interest Rate			Repayment Due Date
7/18/2019	Chongqing Aoge Import and Export Co.	Tianjin Takung		5,000,000		5,000,000	$	699,526		0	%	7/17/2020	Chongqing Aoge Import and Export Co.	Tianjin Takung		5,000,000		5,000,000	$	707,704		0	%	7/17/2020
8/29/2019	Chongqing Aoge Import and Export Co.	Tianjin Takung		5,000,000		5,000,000	$	699,526		0	%	8/28/2020	Chongqing Aoge Import and Export Co.	Tianjin Takung		5,000,000		5,000,000	$	707,704		0	%	8/28/2020
9/20/2019	Chongqing Aoge Import and Export Co.	Tianjin Takung		4,000,000		4,000,000	$	559,620		0	%	9/19/2020	Chongqing Aoge Import and Export Co.	Tianjin Takung		4,000,000		4,000,000	$	566,163		0	%	9/19/2020
				Total			$	1,958,672								Total			$	1,981,571

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Current:
Federal	$	-		$	-		$	-		$	-
State		-			-			-			-
Foreign		-			(332,918	)		-			(160,548	)
Total Current	$	-		$	(332,918	)	$	-		$	(160,548	)

Deferred:
Federal	$	-		$	-		$	-		$	37,398
State		-			-			-			-
Foreign		(117,451	)		(409,752	)		(175,473	)		(451,052	)
Total Deferred	$	(117,451	)	$	(409,752	)	$	(175,473	)	$	(413,654	)

Total income tax benefit	$	(117,451	)	$	(742,670	)	$	(175,473	)	$	(574,202	)

	Three Months Ended June 30,					Six Months Ended June 30,
	2020			2019		2020			2019
	(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)
Current:
Federal	$	-		$	-	$	-		$	-
State		-			-		-			-
Foreign		(131	)		-		(101,692	)		-
Total Current	$	(131	)	$	-	$	(101,692	)	$	-

Deferred:
Federal	$	-		$	-	$	-		$	-
State		-			-		-			-
Foreign		(7,330	)		66,584		6,836			58,022
Total Deferred	$	(7,330	)	$	66,584	$	6,836		$	58,022

Total income tax (expense) benefit	$	(7,461	)	$	66,584	$	(94,856	)	$	58,022

	June 30, 2020		December 31, 2019
Uncertain tax liabilities, beginning of period	$	-	$	-
Additions for tax position of current period		73,357		-
Uncertain tax liabilities, end of period	$	73,357	$	-

Assets/liabilities	Classification	As of September 30, 2019		Classification	As of June 30, 2020
Assets					(Unaudited)
Operating lease right-of-use assets	Operating lease assets	$	904,836	Operating lease assets	$	241,034

Liabilities
Current
Operating lease liability - current	Current operating lease liabilities	$	173,156	Current operating lease liabilities	$	152,954
	Amount due to related parties		375,980

Long-term
Operating lease liability - non-current	Long-term operating lease liabilities		92,027	Long-term operating lease liabilities		80,040
	Amount due to related parties, non-current		197,520

Total lease liabilities		$	838,683		$	232,994

		Three months ended		Nine months ended			Three Months Ended June 30,				Six Months Ended June 30,
Lease Cost	Classification	September 30, 2019		September 30, 2019		Classification	2020		2019		2020		2019
							(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Operating lease cost	Cost of revenue, general and administrative expenses	$	145,313	$	282,486	Cost of revenue, general and administrative expenses	$	160,850	$	86,395	$	361,212	$	137,173
Total lease cost		$	145,313	$	282,486		$	160,850	$	86,395	$	361,212	$	137,173

Maturity of Lease Liabilities	Operating Leases
2019 (remainder)	$	255,774
2020		582,171
2021		13,991
2022		13,991
2023		13,991
Thereafter		20,986
Total lease payments	$	900,904
Less: interest		(62,221	)
Present value of lease payments	$	838,683

	Lease (1)
Year ending December 31, 2019	$	396,243

Year ending December 31, 2020		230,683

Year ending December 31, 2021		14,737

Year ending December 31, 2022		14,737

Year ending December 31, 2023 and thereafter		37,457

Total	$	693,857

Maturity of Lease Liabilities	Operating Leases
2020 (remaining)	$	131,141
2021		76,936
2022		14,154
2023		14,154
2024		14,154
Thereafter		-
Total lease payments	$	250,539
Less: interest		(17,545	)
Present value of lease payments	$	232,994

	Six Months Ended June 30,
Lease Term and Discount Rate	2020			2019
	(Unaudited)			(Unaudited)
Weighted-average remaining lease term (years)
Operating leases		2.32			2.06

Weighted-average discount rate (%)
Operating leases		8	%		8	%

~~Lease Term and Discount Rate~~	~~September 30,~~ ~~2019~~
~~Weighted-average remaining lease term (years)~~
~~Operating leases~~		~~1.86~~

~~Weighted-average discount rate (%)~~
~~Operating leases~~		8	%

	Three Months Ended September 30,												Three Months Ended June 30,
	2019			% of Revenue			2018			% of Revenue			2020			% of Revenue			2019			% of Revenue
	(Unaudited)						(Unaudited)						(Unaudited)						(Unaudited)
Revenue	$	1,123,592			100		$	363,534			100		$	1,679,165			100		$	626,083			100
Cost of revenue		(580,282	)		(52	)		(299,482	)		(82	)		(754,062	)		(45	)		(441,028	)		(70	)
Selling expense		(108,458	)		(10	)		(149,035	)		(41	)		(61,585	)		(4	)		(3,784	)		(1	)
General and administrative expenses		(1,159,502	)		(103	)		(2,208,264	)		(608	)		(929,728	)		(55	)		(888,460	)		(142	)
Impairment loss-construction-in-progress		-						(326,227	)		(90	)
Total costs and expenses		(1,848,242	)		(165	)		(2,983,008	)		(821	)		(1,745,375	)		(104	)		(1,333,272	)		(213	)
Loss from operations		(724,650	)		(65	)		(2,619,474	)		(721	)		(66,210	)		(4	)		(707,189	)		(113	)
Total other expenses		(520,698	)		(46	)		(1,004,552	)		(276	)
Loss before income tax expenses		(1,245,348	)		(111	)		(3,624,026	)		(997	)
Income tax benefit		117,451			10			742,670			204
Interest and other income (expenses), net														58,902			4			(486,931	)		(78	)
Loss before income taxes														(7,308	)		0			(1,194,120	)		(191	)
Income tax (expense) benefit														(7,461	)		(1	)		66,584			11
Net loss	$	(1,127,897	)		(101	)	$	(2,881,356	)		(793	)	$	(14,769	)		(1	)	$	(1,127,536	)		(180	)

									Three months ended
	Three months ended September 30, 2019				Three months ended September 30, 2018				June 30,
	(Unaudited)				(Unaudited)				2020		% of Total		2019		% of Total
	Amount($)		% of Total		Amount($)		% of Total		(Unaudited)				(Unaudited)
Salary and welfare		405,620		35.0		1,234,692		55.9	$	294,036		31.6	$	430,369		48.4
Office, insurance and rental expenses		369,947		31.9		361,402		16.4		185,697		20.0		147,542		16.6
Legal and professional fees		213,263		18.4		165,862		7.5		154,904		16.7		108,542		12.2
Traveling and accommodation fees		28,939		2.5		77,366		3.5
Non-deductible input VAT expense		40,718		3.5		44,745		2.0		80,486		8.7		44,567		5.0
Travel and accommodation fees										7,290		0.8		30,985		3.5
Consultancy fee		46,494		4.0		76,192		3.5		35,188		3.8		67,277		7.6
Depreciation										30,815		3.3		35,924		4.0
Share based compensation expense		6,273		0.5		64,810		2.9		19,303		2.0		13,760		1.6
Depreciation		32,692		2.8		77,712		3.5
Others		15,556		1.4		105,483		4.8		122,009		13.1		9,494		1.1
Total general and administrative expense	$	1,159,502		100	$	2,208,264		100	$	929,728		100.0	$	888,460		100.0

	Nine Months Ended												Six Months Ended
	September 30,												June 30,
	2019			% of Revenue			2018			% of Revenue			2020			% of Revenue			2019			% of Revenue
	(Unaudited)						(Unaudited)						(Unaudited)						(Unaudited)
Revenue	$	2,285,376			100		$	8,191,828			100		$	2,860,451			100		$	1,161,784			100
Cost of revenue		(1,288,589	)		(56	)		(2,173,296	)		(27	)		(1,410,576	)		(49	)		(708,307	)		(61	)
Selling expense		(143,054	)		(6	)		(851,173	)		(10	)		(104,574	)		(4	)		(34,596	)		(3	)
General and administrative expenses		(3,322,547	)		(146	)		(7,791,747	)		(95	)		(2,040,175	)		(71	)		(2,163,045	)		(186	)
Impairment loss – construction-in-progress		-			-			(326,227			(4	)
Total costs and expenses		(4,754,190	)		(208	)		(11,142,443	)		(136	)		(3,555,325	)		(124	)		(2,905,948	)		(250	)
Loss from operations		(2,468,814	)		(108	)		(2,950,615	)		(36	)		(694,874	)		(24	)		(1,744,164	)		(150	)
Interest and other expenses, net		(670,885	)		(29	)		(1,166,045	)		(14	)		(178,401	)		(6	)		(150,187	)		(13	)
Loss before income taxes		(3,139,699	)		(137	)		(4,116,660	)		(50	)		(873,275	)		(30	)		(1,894,351	)		(163	)
Income tax benefit		175,473			8			574,202			7	)
Income tax (expense) benefit														(94,856	)		(3	)		58,022			5
Net loss	$	(2,964,226	)		(129	)	$	(3,542,458	)		(43	)	$	(968,131	)		(33	)	$	(1,836,329	)		(158	)

												Six months ended
	Nine months ended September 30, 2019					Nine months ended September 30, 2018						June 30,
	(Unaudited)					(Unaudited)						2020		% of Total		2019		% of Total
	Amount($)		% of Total			Amount($)			% of Total			(Unaudited)				(Unaudited)
Salary and welfare		1,283,486		38.6	%		3,898,932			50.0	%	$	618,768		30.3	$	877,866		40.6
Legal and professional fees													344,122		16.9		382,640		17.7
Office, insurance and rental expenses		697,629		21.0	%		1,223,357			15.7	%		510,476		25.0		327,682		15.1
Legal and professional fees		595,903		18.0	%		755,050			9.7	%
Consultancy fee													70,305		3.4		172,435		8.0
Non-deductible input VAT expense													152,579		7.5		89,598		4.1
Depreciation													62,554		3.1		70,671		3.3
Traveling and accommodation fees		81,282		2.4	%		545,040			7.0	%		44,131		2.2		52,343		2.4
Non-deductible input VAT expense		130,316		3.9	%		337,965			4.3	%
Consultancy		218,929		6.6	%		290,782			3.7	%
Share based compensation		36,884		1.1	%		217,231			2.8	%
Depreciation		103,363		3.1	%		222,636			2.9	%
Bad debt expense		-		-	%		(76,402	)		(1.0	)%
Other		174,755		5.3	%		377,156			4.9	%
Share Based Compensation Expense													25,289		1.2		30,611		1.4
Others													211,951		10.4		159,199		7.4
Total general and administrative expense	$	3,322,547		100.0	%	$	7,791,747			100.0	%	$	2,040,175		100.0	$	2,163,045		100.0

Exhibit No.		Description

3.1		Certificate of Incorporation (1)
3.2	��	By-laws of the Company (2)
3.3		Certificate of Amendment of the Certificate of Incorporation (1)
3.4		Certificate of Amendment of the Certificate of Incorporation (1)
3.5		Certificate of Amendment (2)
3.6		Certificate of Amendment of the Certificate of Incorporation (4)
3.7		Certificate of Incorporation of Hong Kong Takung Assets and Equity Artworks Exchange Co., Ltd.(3)
3.8		Articles of Association of Hong Kong Takung Assets and Equity Artworks Exchange Co., Ltd.(3)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Label Linkbase Document*
101.PRE		XBRL Taxonomy Presentation Linkbase Document*

~~(1)~~	~~Incorporated by reference to the exhibit to our registration statement on Form S-1 filed with the SEC on August 16, 2011.~~
~~(2)~~	~~Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on March 7, 2013.~~
~~(3)~~	~~Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on October 22, 2014.~~
~~(4)~~	~~Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on November 6, 2014.~~

	TAKUNG ART CO., LTD

Date: ~~November 14, 2019~~August 7, 2020	By:	/s/ Fang Mu
		Fang Mu
		Chief Executive Officer
		(Principal Executive Officer)

Date: ~~November 14, 2019~~August 7, 2020	By:	/s/ ~~Jehn Ming Lim~~Jing Wang
		~~Jehn Ming Lim~~Jing Wang
		Chief Financial Officer
		(Principal Financial Officer)