UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2024

☐ 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: 001-36055

BAIYU HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		45-4077653
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

139, Xinzhou 11th Street, Futian District Shenzhen, Guangdong, PRC		518000
(Address of principal executive offices)		(Zip Code)

+86 (0755) 82792111

(Registrant’s telephone number, including area code)

25th Floor, Block C, Tairan Building

No. 31 Tairan 8th Road, Futian District, Shenzhen, Guangdong, PRC

(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, par value $0.001		BYU		Nasdaq Capital Market

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. 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). 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	☒	Smaller reporting company	☒
		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 ☐ No ☒

As of May 10, 2024, 19,935,688 shares of the Company’s Common Stock, $0.001 par value per share, were issued and outstanding.

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BAIYU HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31, 2024 and December 31, 2023

(Expressed in U.S. dollars, except for the number of shares)

	March 31,			December 31,
	2024			2023
ASSETS
Current Assets
Cash and cash equivalents	$	557,451		$	1,516,358
Loans receivable from third parties		247,049,634			240,430,865
Inventories, net		-			259,806
Other current asset		11,727,715			10,134,829
Total current assets		259,334,800			252,341,858

Non-Current Assets
Plant and equipment, net		28,921			32,090
Goodwill		157,268,963			157,542,081
Intangible assets, net		43,228,852			45,285,617
Right-of-use assets, net		60,532			83,375
Total non-current assets		200,587,268			202,943,163

Total Assets	$	459,922,068		$	455,285,021

LIABILITIES AND EQUITY
Current Liabilities
Bank borrowings		1,055,814			1,057,648
Third party loans payable		481,704			476,627
Contract liabilities		4,477,564			3,090,201
Income tax payable		17,671,662			16,187,826
Lease liabilities		63,303			86,691
Other current liabilities		7,018,000			6,578,349
Convertible promissory notes		4,107,742			4,284,622
Total current liabilities		34,875,789			31,761,964

Non-Current Liabilities
Deferred tax liabilities		2,065,053			2,256,696
Due to related parties		38,054,968			38,121,056
Total non-current liabilities		40,120,021			40,377,752

Total liabilities		74,995,810			72,139,716

Commitments and Contingencies (Note 16)

Equity
Common stock (par value $0.001 per share, 600,000,000 shares authorized; 19,785,688 and 19,335,220 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)*		19,786			19,335
Additional paid-in capital		439,430,236			438,980,687
Statutory surplus reserve		2,602,667			2,602,667
Accumulated deficit		(37,140,024	)		(39,520,164	)
Accumulated other comprehensive income		(16,812,601	)		(16,144,752	)
Total BAIYU Shareholders’ Equity		388,100,064			385,937,773

Non-controlling interest		(3,173,806	)		(2,792,468	)
Total Equity		384,926,258			383,145,305

Total Liabilities and Equity	$	459,922,068		$	455,285,021

On October 30, 2023, the Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. See Note 13 - Reverse stock split of common stock.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

BAIYU HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended March 31, 2024 and 2023

(Expressed in U.S. dollars, except for the number of shares)

	For the Three Months Ended March 31,
	2024			2023

Revenues
- Sales of commodity products – third parties	$	28,089,681		$	34,571,288
- Supply chain management services – third parties		2,466			6,350
Total revenue		28,092,147			34,577,638

Cost of revenues
- Commodity product sales-third parties		(28,144,823	)		(34,653,239	)
- Supply chain management services-third parties		(16	)		(40	)
Total operating costs		(28,144,839	)		(34,653,279	)

Gross loss		(52,692	)		(75,641	)

Operating expenses
Selling, general, and administrative expenses		(2,707,183	)		(2,743,061	)
Total operating expenses		(2,707,183	)		(2,743,061	)

Net Operating Loss		(2,759,875	)		(2,818,702	)

Other income (expenses), net
Interest income		6,269,463			4,449,000
Interest expenses		(121,438	)		(109,987	)
Amortization of beneficial conversion feature relating to issuance of convertible promissory notes		(92,552	)		(220,652	)
Other income, net		25,918			4,523
Total other income, net		6,081,391			4,122,884

Net income before income taxes		3,321,516			1,304,182

Income tax expenses		(1,322,714	)		(852,905	)

Net income		1,998,802			451,277
Less: Net loss attributable to non-controlling interests		(381,338	)		(398,966	)
Net income attributable to BAIYU Holdings, Inc.’s Stockholders		2,380,140			850,243

Comprehensive Income
Net income		1, 998,802			451,277
Foreign currency translation adjustments		(667,849	)		3,045,818
Comprehensive Income	$	1,330,953		$	3,497,095
Less: Total comprehensive loss attributable to non-controlling interests		(381,338	)		(398,966	)
Comprehensive income attributable to BAIYU Holdings, Inc.’s Stockholders	$	1,712,291		$	3,896,061

Income per share - basic and diluted
Continuing Operation- income per share – basic*	$	0.26		$	0.16
Continuing Operation- income per share –diluted*	$	0.17		$	0.04
Weighted Average Shares Outstanding-Basic*		7,624,124			2,800,903
Weighted Average Shares Outstanding- Diluted*		11,723,885			10,877,671

*	On October 30, 2023, the Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. See Note 13 - Reverse stock split of common stock.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

BAIYU HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three Months Ended March 31, 2024 and 2023

(Expressed in U.S. dollars, except for the number of shares)

	Common Stock				Additional paid-in		Accumulated			Surplus		Accumulated other comprehensive			Non-controlling			Total
	Shares		Amount		capital		Deficit			Reserve		income(loss)			interests			Equity
Balance as of December 31, 2022		106,742,117	$	106,742	$	344,295,992	$	(38,800,375	)		2,602,667	$	(8,984,925	)	$	(1,245,932	)	$	297,974,169
Issuance of common stocks in connection with private placements		35,000,000		35,000		42,315,000		-			-		-			-			42,350,000
Issuance of common stocks pursuant to exercise of convertible promissory notes		2,409,900		2,410		2,072,590		-			-		-			-			2,075,000
Issuance of common stocks pursuant to ATM transaction		689,306		689		558,384		-			-		-			-			559,073
Beneficial conversion feature relating to issuance of convertible promissory notes		-		-		913,000		-			-		-			-			913,000
Net income (loss)		-		-		-		850,243			-		-			(398,966	)		451,277
Foreign currency translation adjustments		-		-		-		-			-		3,045,818						3,045,818
Balance as of March 31, 2023		144,841,323	$	144,841	$	390,154,966	$	(37,950,132	)		2,602,667	$	(5,939,107	)	$	(1,644,898	)	$	347,368,337

Balance as of December 31, 2023		19,335,220	$	19,335	$	438,980,687	$	(39,520,164	)		2,602,667	$	(16,144,752	)	$	(2,792,468	)	$	383,145,305
Issuance of common stocks pursuant to exercise of convertible promissory notes		450,438		451		449,549		-			-		-			-			450,000
Net income (loss)		-		-		-		2,380,140			-		-			(381,338	)		1,998,802
Foreign currency translation adjustments		-		-		-		-			-		(667,849	)		-			(667,849	)
Balance as of March 31, 2024		19,785,658	$	19,786	$	439,430,236	$	(37,140,024	)		2,602,667	$	(16,812,601	)	$	(3,173,806	)	$	384,926,258

*	On October 30, 2023, the Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. See Note 13 - Reverse stock split of common stock.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

BAIYU HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2024 and 2023

(Expressed in U.S. dollar)

	For the Three Months Ended March 31,
	2024			2023

Cash Flows from Operating Activities:
Net income	$	1,998,802		$	451,277
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation of plant and equipment		3,110			1,215
Amortization of intangible assets		1,976,086			2,049,732
Amortization of right of use assets		22,674			30,846
Amortization of discount on convertible promissory notes		66,667			93,333
Interest expense for convertible promissory notes		113,901			101,330
Amortization of beneficial conversion feature of convertible promissory notes		92,552			220,652
Deferred tax liabilities		(187,526	)		(194,515	)
Inventories impairment		-			(17,229	)
Inventories		259,071			66,033
Other current assets		407,897			(24,222	)
Prepayments		(800,396	)		447,960
Contract liabilities		1,391,191			(426,158	)
Due from third parties		(1,165,090	)		(628,474	)
Due from related parties		-			(685,488	)
Accounts payable		-			(1,291	)
Income tax payable		1,510,240			1,047,382
Other current liabilities		447,472			259,083
Lease liabilities		(23,213	)		(30,476	)
Due to third party loans payable		5,897			6,050
Net cash provided by operating activities		6,119,335			2,767,040
Cash Flows from Investing Activities:
Loans made to third parties		(32,073,939	)		(46,678,620	)
Collection of loans from related parties		25,046,081			-
Investments in other investing activities		(49,282	)		(10,707	)
Net cash used in investing activities		(7,077,140	)		(46,689,327	)

Cash Flows from Financing Activities:
Proceeds from issuance of common stock under ATM transaction		-			559,073
Proceeds from issuance of common stock under private placement transactions		-			42,350,000
Proceeds from convertible promissory notes		-			3,000,000
Net cash provided by financing activities		-			45,909,073

Effect of exchange rate changes on cash and cash equivalents		(1,102	)		(898,831	)

Net increase/(decrease) in cash and cash equivalents		(958,907	)		1,087,955
Cash and cash equivalents at beginning of period		1,516,358			893,057
Cash and cash equivalents at end of period	$	557,451		$	1,981,012

Supplemental Cash Flow Information
Cash paid for interest expenses	$	19,218		$	19,934

Supplemental disclosure of Non-cash investing and financing activities
Issuance of common stocks in connection with conversion of convertible promissory notes	$	450,000		$	2,988,000

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

1. ORGANIZATION AND BUSINESS DESCRIPTION

BAIYU Holding, Inc. is a Delaware corporation, incorporated under the laws of the state of Delaware.

The Company primarily conducts business through Shenzhen Baiyu Jucheng Data Technology Co., Ltd., Shenzhen Qianhai Baiyu Supply Chain Co., Ltd., Hainan Jianchi Import and Export Co., Ltd., and Shenzhen Tongdow Internet Technology Co., Ltd. to offer the commodity trading business and supply chain management services to customers in the PRC. Supply chain management services consist of loan recommendation services and commodity product distribution services.

Name	Background	Ownership
HC High Summit Holding Limited (“HC High BVI”)	A BVI company Incorporated on March 22, 2018 A holding company	100% owned by the Company

TD Internet of Things Technology Company Limited (“TD Internet Technology”) (Formerly Named: Tongdow Block Chain Information Technology Company Limited)	A Hong Kong company Incorporated on February 14, 2020 A holding company	100% owned by HC High BVI

Hainan Baiyu Cross-border E-commerce Co., Ltd. (“Hainan Baiyu”)	A Hong Kong company Incorporated on June 19, 2002 A holding company	WFOE, 100% owned by Tongdow HK

Zhong Hui Dao Ming Investment Management Limited (“ZHDM HK”)	A Hong Kong company Incorporated on June 19, 2002 A holding company	100% owned by HC High BVI

Hong Kong Tongyuan Energy Storage Smart Electric Co., Ltd (“Tongdow HK”) (Formerly Named: Tongdow E-trade Limited)	A Hong Kong company Incorporated on November 25, 2010 A holding company	100% owned by HC High BVI

Shanghai Jianchi Supply Chain Co., Ltd. (“Shanghai Jianchi”)	A PRC company and deemed a wholly foreign owned enterprise (“WFOE”) Incorporated on April 2, 2020 Registered capital of $10 million A holding company	WFOE, 100% owned by TD Internet Technology

Tongdow (Hainan) Data Technology Co., Ltd. (“Tondow Hainan”)	A PRC limited liability company Incorporated on July 16, 2020 Registered capital of $1,417,736 (RMB10 million)	A wholly owned subsidiary of Shanghai Jianchi

Hainan Jianchi Import and Export Co., Ltd. (“Hainan Jianchi”)	A PRC limited liability company Incorporated on December 21, 2020 Registered capital of $7,632,772 (RMB50 million) with registered capital of $0 (RMB0) paid-up	A wholly owned subsidiary of Shanghai Jianchi

Shenzhen Baiyu Jucheng Data Techonology Co., Ltd. (“Shenzhen Baiyu Jucheng”)	A PRC limited liability company Incorporated on December 30, 2013 Registered capital of $1,417,736 (RMB10 million) with registered capital fully paid-up	VIE of Hao Limo Technology (Beijing) Co., Ltd. before June 25, 2020, and a wholly owned subsidiary of Shanghai Jianchi

Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”)	A PRC limited liability company Incorporated on August 17, 2016 Registered capital of $4,523,857 (RMB30 million) with registered capital of $736,506 (RMB5 million) paid-up	A wholly owned subsidiary of Shenzhen Baiyu Jucheng

Shenzhen Tongdow Internet Technology Co., Ltd. (“Shenzhen Tongdow”)	A PRC limited liability company Incorporated on November 11, 2014 Registered capital of $1,628,320 (RMB10 million) with registered capital of $1,628,320 (RMB10 million) paid-up	VIE of Shenzhen Baiyu Jucheng

Yangzhou Baiyu Venture Capital Co. Ltd. (“Yangzhou Baiyu Venture”)	A PRC limited liability company Incorporated on April 19, 2021 Registered capital of $30 million with registered capital of $7 million paid-up	WFOE, 100% owned by Tongdow HK

Yangzhou Baiyu Cross-broder E-commerce Co., Ltd. (“Yangzhou Baiyu E-commerce”)	A PRC limited liability company Incorporated on May 14, 2021 Registered capital of $30 million (RMB200 million) with registered capital of $7 million (RMB48 million) paid-up	100% owned by Yangzhou Baiyu Venture

Zhejiang Baiyu Lightweight New Material Co., Ltd. (“Zhejiang Baiyu”)	A PRC limited liability company Incorporated on August 5, 2022 Registered capital of $1,483,569 (RMB10 million)	100% owned by Yangzhou Baiyu E-commerce

Baiyu International Supply Chain PTE.LTD	A Singapore company Incorporated on Jun 28, 2023	100% owned by HC High BVI

Beijing Baiyu Jucheng Technology Co., LTD	A PRC limited liability company Incorporated on January 19, 2024	100% owned by Qianhai Baiyu

The following diagram illustrates our corporate structure as of March 31, 2024.

(1)	A variable interest entity.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

The unaudited interim condensed consolidated financial information as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual condensed consolidated financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended December 31, 2023 previously filed with the SEC on March 22, 2024.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of March 31, 2024 and its unaudited condensed consolidated results of operations for the three months ended March 31, 2024 and 2023, and its unaudited condensed consolidated cash flows for the three months ended March 31, 2024 and 2023, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the fiscal year or any future periods.

(b) Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. Significant accounting estimates reflected in the financial statements include: (i) useful lives and residual value of long-lived assets; (ii) the impairment of long-lived assets and investments; (iii) the valuation allowance of deferred tax assets; (iv) estimates of allowance for doubtful accounts, including loans receivable from third parties and related parties, (v) valuation of Inventory, and (vi) contingencies and litigation.

(c) Foreign currency translation

The Company’s financial information is presented in U.S. dollars (“USD”). The functional currency of the Company is the Chinese Yuan Renminbi (“RMB”), the currency of PRC. Any transactions which are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of China prevailing at the dates of the transactions, and exchange gains and losses are included in the statements of operations as foreign currency transaction gain or loss. The consolidated financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. The financial information is first prepared in RMB and then translated into U.S. dollars at period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

(d) Convertible promissory notes

Convertible promissory notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method.

(e) Beneficial conversion feature

The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes are due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion.

(f) Recent accounting pronouncement

In November 2023, the FASB issued guidance to enhance disclosure of expenses of a public entity’s reportable segments. The new guidance requires a public entity to disclose: (1) on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, (2) on an annual and interim basis, an amount for other segment items (the difference between segment revenue less the significant expenses disclosed under the significant expense principle and each reported measure of segment profit or loss), including a description of its composition, (3) on an annual and interim basis, information about a reportable segment’s profit or loss and assets previously required to be disclosed only on an annual basis, and (4) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and how to allocate resources. The new guidance also clarifies that if the CODM uses more than one measure of a segment’s profit or loss, one or more of those measures may be reported and requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this update and all existing segment disclosures. The guidance is effective for the current fiscal year 2024 annual reporting, and in the first quarter of 2025 for interim period reporting, with early adoption permitted. Upon adoption, this guidance should be applied retrospectively to all prior periods presented. We do not expect the adoption of this accounting standard to have an impact on our Consolidated Financial Statements.

In December 2023, the FASB issued guidance to enhance transparency of income tax disclosures. On an annual basis, the new guidance requires a public entity to disclose: (1) specific categories in the rate reconciliation, (2) additional information for reconciling items that are equal to or greater than 5% of the amount computed by multiplying income (or loss) from continuing operations before income tax expense (or benefit) by the applicable statutory income tax rate, (3) income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, with foreign taxes disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5% of total income taxes paid, (4) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (5) income tax expense (or benefit) from continuing operations disaggregated between federal (national), state and foreign. The guidance is effective for fiscal year 2025 annual reporting, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. We do not expect the adoption of this accounting standard to have an impact on our Consolidated Financial Statements but will require certain additional disclosures.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.

3. LOANS RECEIVABLE FROM THIRD PARTIES

	March 31, 2024		December 31, 2023

Loans receivable from third parties	$	247,049,634	$	240,430,865

As of March 31, 2024, the Company has thirteen loan agreements compared with thirteen loan agreements on December 31, 2023. The Company provided loans aggregating $32,073,939 for the purpose of making use of idle cash and maintaining long-term customer relationship and collected $25,046,081 during the three months ended March 31, 2024. These loans will mature from May 2024 through February 2025, and charge an interest rate of 10.95% per annum on these customers. The company has the right to pledge account receivable or inventory.

Interest income of $6,269,380 and $4,448,860 was accrued for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the Company recorded an interest receivable of $6,652,850 and $5,931,541 as reflected under “other current assets” in the condensed consolidated balance sheets.

As of March 31, 2024 and December 31,2023, there was no allowance recorded as the Company considers all of the loans receivable fully collectible.

4. INVENTORIES, NET

The Company’s inventories consist of aluminum ingots, etc., that were purchased from third parties for resale to third parties. Inventories consisted of the following:

	March 31, 2024		December 31, 2023

Aluminum ingots	$	-	$	259,806
Inventories, net	$	-	$	259,806

For the three months ended March 31, 2024, the Company did not accrue or charge back any impairment as the impaired inventories have been sold.

5. OTHER CURRENT ASSETS

	March 31, 2024		December 31, 2023
Other current assets:
Deposit	$	42,632	$	35,888
Interest receivables		6,652,849		5,931,541
Prepayments		4,885,130		4,089,210
Others		147,104		78,190
Total	$	11,727,715	$	10,134,829

6. PLANT AND EQUIPMENT, NET

	March 31, 2024			December 31, 2023
Cost:
Office equipment	$	43,924		$	43,999
Accumulated depreciation:
Office equipment	$	(15,003	)	$	(11,909	)
Plant and equipment, net	$	28,921		$	32,090

Depreciation expense was $3,110, and currency translation difference was $16 for the three months ended March 31, 2024. Depreciation expense was $1,215, and currency translation difference was $36 for the year ended March 31, 2023.

7. GOODWILL

Changes in the carrying amount of goodwill by segment for the years ended March 31, 2024, and December 31, 2023 were as follows:

	Acquisition of Qianhai Baiyu			Contractual arrangement with Tongdow Internet Technology			Total

Balance as of December 31, 2022	$	65,022,402		$	95,191,148		$	160,213,550
Foreign currency translation adjustments		(1,084,211	)		(1,587,258	)		(2,671,469	)
Balance as of December 31, 2023		63,938,191			93,603,890			157,542,081
Foreign currency translation adjustments	$	(110,845	)	$	(162,273	)	$	(273,118	)
Balance as of March 31, 2024		63,827,346			93,441,617			157,268,963

Based on an assessment of the qualitative factors, management determined that it is more-likely-than-not that the fair value of the reporting unit is in excess of its carrying amount. Therefore, management concluded that it was not necessary to proceed with the two-step goodwill impairment test. No impairment loss or other changes were recorded, except for the influence of foreign currency translation for the three months ended March 31, 2024 and the year ended December 31, 2023.

8. INTANGIBLE ASSETS

	March 31, 2024			December 31, 2023
Customer relationships	$	18,522,903		$	18,555,071
Software copyright		46,934,462			47,015,968
Total		65,457,365			65,571,039

Less: accumulative amortization		(22,228,513	)		(20,285,422	)
Intangible assets, net	$	43,228,852		$	45,285,617

The Company’s intangible assets consist of customer relationships and software copyrights. Customer relationships are generally recorded in connection with acquisitions at their fair value, one kind of software copyright was purchased in March 2021 and the other kind of software copyright was recorded in connection with the contractual arrangement with Shenzhen Tongdow Internet Technology Co., Ltd. in October 2022. Intangible assets with estimable lives are amortized, generally on a straight-line basis, over their respective estimated useful lives: 6.2 years for customer relationships, 6.83 years for one kind of software copyright purchased in March 2021 and 10 years for the other kind of software copyright recorded in connection with the contractual arrangement with Shenzhen Tongdow Internet Technology Co., Ltd, to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Amortization expense for the three months ended March 31, 2024 and the year ended December 31, 2023 was $1,976,068 and $7,967,272, respectively. The currency translation difference was $32,994 for the three months ended March 31, 2024.

No impairment loss was made against the intangible assets during the three months ended March 31, 2024.

The estimated amortization expense for these intangible assets in the next five years and thereafter is as follows:

Period ending March 31, 2024:	Amount
current year	$	5,934,776
2025		7,913,034
2026		7,913,034
2027		4,907,049
2028		4,228,330
Thereafter		12,332,629
Total:	$	43,228,852

9. BANK BORROWINGS

Bank borrowings represent the amounts due to Baosheng County Bank that are due within one year. As of March 31, 2024 and December 31, 2023, bank loans consisted of the following:

	March 31, 2024		December 31, 2023
Short-term bank loans:
Loan from Baosheng County Bank	$	986,610	$	988,324
Loan from Bank of Communications		69,204		69,324
Total	$	1,055,814	$	1,057,648

In August 2022, Qianhai Baiyu entered into another five loan agreements with Baosheng County Bank to borrow a total amount of RMB7.0 million as working capital for one year, with the maturity date of August 2023. In August 2023, the company and the bank renewed the contract, extending the borrowing time to August 2024. The five loans bear a fixed interest rate of 7.8% per annum and are guaranteed by Shenzhen Herun Investment Co., Ltd, Li Hongbin and Wang Shuang.

In August 2023, Qianhai Baiyu entered into a loan agreement with the Bank of Communications, borrowing a total of RMB 0.49 million yuan as a one-year working capital, with the maturity date of August 2024.The loan bears a fixed interest rate of 4.15% per annum.

10. LEASES

The Company leases an office space under non-cancelable operating leases, with terms of 24 months. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. The amortization of right of use assets for lease payment is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Supplemental consolidated balance sheet information related to the operating lease was as follows:

	March 31, 2024		December 31, 2023

Right-of-use lease assets, net	$	60,532	$	83,375

Lease Liabilities-current	$	63,303	$	86,691
Lease liabilities-non current		-		-
Total	$	63,303	$	86,691

The weighted average remaining lease terms and discount rates for the operating lease were as follows as of March 31, 2024:

Remaining lease term and discount rate:
Weighted average remaining lease term (years)
Weighted average discount rate	4.75	%

For the three months ended March 31, 2024 and 2023, the Company charged total amortization of right-of-use assets of $121,063 and $30,846 respectively.

The following is a schedule, by fiscal quarter, of maturities of lease liabilities as of March 31, 2024:

Period ended March 31, 2024:	Amount
current year	$	64,412
Total lease payments		64,412
Less: imputed interest		1,109
Present value of lease liabilities		63,303

11. OTHER CURRENT LIABILITIES

	March 31, 2024		December 31, 2023
Accrued payroll and benefit	$	1,830,702	$	3,210,615
Other tax payable		5,185,305		3,352,643
Others		1,993		15,091
Total	$	7,018,000	$	6,578,349

12. CONVERTIBLE PROMISSORY NOTES

	March 31, 2024		December 31, 2023
Convertible promissory notes – principal	$	2,539,358	$	3,043,358
Convertible promissory notes – discount		-		(159,219	)
Convertible promissory notes – interest		1,514,384		1,400,483
Convertible promissory notes, net	$	4,107,742	$	4,284,622

On May 6, 2022, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, a Utah limited liability company, pursuant to which the Company issued the investor a convertible promissory note in the original principal amount of $3,320,000, convertible into shares of Common Stock, $0.001 par value per share, of the Company, for $3,000,000 in gross proceeds. By written consent dated May 10, 2022, as permitted by Section 228 of the Delaware General Corporation Law and Section 8 of Article II of our bylaws, the stockholders who have the authority to vote a majority of the outstanding shares of Common Stock approved the following corporate actions: (i) the entry into a purchase agreement dated as of May 6, 2022 by and between the Company and Investor, pursuant to which the Company issued the note dated as of May 6, 2022 to the investor; and (ii) the issuance of shares of Common Stock in excess of 19.99% of the currently issued and outstanding shares of Common Stock of the Company upon the conversion of the note. The Company settled a convertible promissory note of $375,000 on November 16, 2022, and issued 445,749 shares of the Company’s Common Stock on November 17, 2022. The Company settled convertible promissory notes of $200,000 on January 18, 2023, $200,000 on February 3, 2023, $175,000 on February 8, 2023, $250,000 on February 15, 2023, $250,000 on March 8, 2023, $125,000 on March 24, 2023,$150,000 on September 14,2023,$200,000 on October 7,2023 and $175,000 on November 8, 2023, respectively, and issued 4,719, 4,688, 4,102, 5,860, 5,591, 2,913, 3,496, 131,585 and 115,137 shares of the Company’s common stock on January 19, 2023, February 6, 2023, February 8, 2023, February 15, 2023, March 15, 2023, March 29, 2023, March 29, 2023, September 14,2023, October 7,2023 and November 8, 2023, respectively for the year ended December 31, 2023.

On March 13, 2023, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, a Utah limited liability company, pursuant to which the Company issued the investor a convertible promissory note in the original principal amount of $3,320,000, convertible into shares of Common Stock, $0.001 par value per share, of the Company, for $3,000,000 in gross proceeds. By written consent dated March 6, 2023, as permitted by Section 228 of the Delaware General Corporation Law and Section 8 of Article II of our bylaws, the stockholders who have the authority to vote a majority of the outstanding shares of Common Stock approved the following corporate actions: (i) the entry into a purchase agreement, with terms substantially the same as the agreement attached in the aforesaid purchase agreement, by and between the Company and Investor, pursuant to which the Company issued an unsecured convertible promissory to the investor; and (ii) the issuance of shares of Common Stock in excess of 19.99% of the currently issued and outstanding shares of Common Stock of the Company upon the conversion of the note. The Company settled convertible promissory notes of $300,000 on September 7, 2023, $200,000 on October 10, 2023, $175,000 on October 13, 2023, $150,000 on November 16, 2023, $150,000 on December 5, 2023, and $150,000 on December 29, 2023, respectively, and issued 41,829, 41,736, 36,920, 109,075, 109,075, and 137,644, shares of the Company’s common stock on September 12, 2023, October 11, 2023, October 13, 2023, November 20, 2023, December 7, 2023, and December 29, 2023, respectively, for the year ended December 31, 2023. The Company settled convertible promissory notes of $150,000 on February 1, 2024 and $150,000 on February 15, 2024 respectively, and issued 160,174 and 152,620 shares of the Company’s common stock on February 1, 2024 and February 10, 2024, respectively, for the three months ended March 31, 2024.

The above two unsettled convertible promissory notes, issued on May 6, 2022 and March 13, 2023, have a maturity date of 12 months with an interest rate of 10% per annum. The Company retains the right to prepay the note at any time prior to conversion with an amount in cash equal to 125% of the principal that the Company elects to prepay at any time six months after the issue date, subject to maximum monthly redemption amount of $375,000 and $375,000, respectively. On or before the close of business on the third trading day of redemption, the Company should deliver conversion shares via “DWAC” (DTC’s Deposit/Withdrawal at Custodian system). The Company will be required to pay the redemption amount in cash, or chooses to satisfy a redemption in registered stock or unregistered stock, such stock shall be issued at 80% of the average of the lowest “VWAP” (the volume-weighted average price of the Common Stock on the principal market for a particular Trading Day or set of Trading Days) during the fifteen trading days immediately preceding the redemption notice is delivered.

For the above two unsettled convertible promissory notes, upon evaluation, the Company determined that the Agreements contained embedded beneficial conversion features which met the definition of Debt with Conversion and Other Options covered under the Accounting Standards Codification topic 470 (“ASC 470”). According to ASC 470, an embedded beneficial conversion feature present in a convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. Pursuant to the agreements, the Company shall recognize embedded beneficial conversion features three months after commitment date of $913,000 and $913,000 respectively. Beneficial conversion features have been recognized into discount on convertible promissory notes and additional paid-in capital and such discount will be amortized in 12 months until the notes will be settled. For the year ended December 31, 2023, the Company has recognized the amortization of beneficial conversion feature $218,750 and $820,448 to profit with respect to these two unsettled convertible promissory notes. For the three months ended March 31, 2024, the Company has recognized the amortization of beneficial conversion feature of $nil and $92,552 to profit for the above two unsettled convertible promissory notes.

13. EQUITY

Common stock issued in private placements

On January 9, 2023, the Company entered into a certain securities purchase agreement with Ms. Huiwen Hu, an affiliate of the Company, and certain other purchasers who are non-U.S. Persons (as defined in Regulation S under the Securities Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate of 700,000 shares of its common stock, at a purchase price of $60.5 per share (“January 2023 PIPE”). The gross proceeds to the Company from the January 2023 PIPE were $42.35 million. Since Ms. Huiwen Hu is an affiliate of the Company, the January 2023 PIPE has been approved by the Audit Committee as well as the Board of Directors of the Company.

On July 31, 2023, the Company entered into a certain securities purchase agreement with Mr. Wenhao Cui, an affiliate of the Company, and certain other purchasers who are non-U.S. Persons (as defined in Regulation S under the Securities Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate of 560,000 shares of its common stock, at a purchase price of $17.50 per share (“August 2023 PIPE”). The gross proceeds to the Company from the January 2023 PIPE were $9.8 million.

On November 16, 2023, the Company entered into a certain securities purchase agreement with certain purchasers who are non-U.S. Persons (as defined in Regulation S under the Securities Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate of 15,000,000 shares of its common stock, at a purchase price of $2.09 per share (“November 2023 PIPE”). The gross proceeds to the Company from the November 2023 PIPE were $31.35 million.

Solely for accounting purposes, the number of shares and the purchase price per share have been retroactively restated to reflect the reverse stock split. Please refer to “Note 13 - Reverse Stock Split of Common Stock” for further details.

Settlement and Restated Common Stock Purchase Agreement

On December 12, 2022, the Company entered into a Settlement and Restated Common Stock Purchase Agreement (the “Restated Agreement”) with White Lion Capital, LLC (the “investor”). Pursuant to the Restated Agreement, in consideration for the investor’s execution and delivery of, and performance under the Restated Agreement, the Company agreed to issue to the investor 6,000 unregistered shares of Common Stock within five business days of execution of the Restated Agreement. In addition, within thirty days of the execution of the Restated Agreement, the Company shall deliver to the investor a purchase notice for 9,786 shares of Common Stock (the “First Purchase Notice”) at a purchase price of 80% of the lowest daily volume-weighted average price (“VWAP”) of the Company’s Common Stock during the valuation period as defined in the Restated Agreement (the “Purchase Price”). Within thirty days of the closing of the First Purchase Notice, the Company shall deliver to the investor a purchase notice for 4,000 purchase notice shares (the “Second Purchase Notice”) at the Purchase Price. Between the closing date of the Second Purchase Notice and the period ending on the earlier of (i) March 31, 2023 or (ii) the date on which the investor shall have purchased an aggregate of 57,786 purchase notice shares, the Company shall have the right, but not the obligation, to direct the Investor to purchase up to 38,000 purchase notice shares at which (i) the first 12,000 purchase notice shares shall be at the Purchase Price and (ii) any remaining purchase notice shares shall be at a purchase price of 85% of the lowest daily VWAP of the Company’s Common Stock during the valuation period as defined in the Restated Agreement.

According to the agreement, the company has issued 9,569 and 4,000 shares of common stock on January 20 2023 and February 1 2023, and received proceeds of $400,182 and $158,891 in January 2023 and February 2023.

Common stock issued pursuant to the conversion of convertible promissory notes

The Company settled the convertible promissory note issued on May 6, 2022 of $375,000 on November 16, 2022, and issued 445,749 shares of the Company’s Common Stock on November 17, 2022.In addition, The Company settled convertible promissory notes of $200,000 on January 18, 2023, $200,000 on February 3, 2023, $175,000 on February 8, 2023, $250,000 on February 15, 2023, $250,000 on March 8, 2023, $125,000 on March 24, 2023,$150,000 on September 14,2023,$200,000 on October 7,2023 and $175,000 on November 8, 2023, respectively, and issued 4,719, 4,688, 4,102, 5,860, 5,591, 2,913, 3,496, 131,585 and 115,137 shares of the Company’s common stock on January 19, 2023, February 6, 2023, February 8, 2023, February 15, 2023, March 15, 2023, March 29, 2023, March 29, 2023, September 14, 2023, October 7,2023 and November 8, 2023, respectively for the year ended December 31, 2023.

The Company settled convertible promissory notes issued on March 13, 2023 of $300,000 on September 7, 2023, $200,000 on October 10, 2023, $175,000 on October 13, 2023, $150,000 on November 16, 2023, $150,000 on December 5, 2023, and $150,000 on December 29, 2023, respectively, and issued 41,829, 41,736, 36,920, 109,075, 109,075, and 137,644, shares of the Company’s common stock on September 12, 2023, October 11, 2023, October 13, 2023, November 20, 2023, December 7, 2023, and December 29, 2023, respectively, for the year ended December 31, 2023. The Company settled convertible promissory notes of $150,000 on February 1, 2024 and $150,000 on February 15, 2024 respectively, and issued 160,174 and 152,620 shares of the Company’s common stock on February 1, 2024 and February 10, 2024, respectively, for the three months ended March 31, 2024.

Reverse stock split of common stock

On October 30, 2023, The Company completed a 1-for-50 reverse stock split, where every fifty (50) shares of the Company’s pre-split issued and outstanding common stock, par value $0.001 per share, were combined into one (1) share of the Company’s post-split common stock, without any change in par value per share.

The reverse stock split applied to the issued shares of the Company on the date of the reverse stock split and does not have any retroactive effect on the Company’s shares prior to that date. However, for accounting purposes only, references to our ordinary shares in this quarterly report are stated as having been retroactively adjusted and restated to give effect to the reverse stock split, as if the reverse stock split had occurred by the relevant earlier date.

Share Issuances to Service Providers

In June 2023, the Company issued under its 2023 Stock Incentive Plan a total of 220,000 shares of common stock to certain service providers, and recorded $5,698,000 in stock-based compensation expenses.

Common stocks issued for exercise of warrants by holders of warrants

Warrants

A summary of warrants activity for the three months ended March 31, 2024 was as follows:

	Number of shares		Weighted average life		Weighted average exercise price		Intrinsic Value

Balance of warrants outstanding as of December 31, 2023		77,093		3.70 years	$	7.15		-
Granted		-		-		-		-
Exercised		-		-	$	-		-
Balance of warrants outstanding as of March 31, 2024		77,093		3.70 years	$	7.15		-

As of March 31, 2024, the Company had 77,093 shares of warrants, among which 1,093 shares of warrants were issued to two individuals in private placements, and 76,000 shares of warrants were issued in three private placements closed on September 22, 2021.

In connection with 76,000 shares of warrants, the Company issued warrants to investors to purchase a total of 76,000 ordinary shares with a warrant term of five (5) years. The warrants have an exercise price of $28.75 per share.

The Warrants ended on March 31, 2024 are subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions, but not as a result of future securities offerings at lower prices. The warrants did not meet the definition of liabilities or derivatives, and as such they are classified as equity.

14. INCOME PER SHARE

Basic income per share is computed by dividing the net profit or loss by the weighted average number of common shares outstanding during the period. As of March 31, 2024, the principal amount and interest expense of convertible promissory notes are $5,298,982 and $580,905. Total obligations of $5,879,887 may be dilutive common shares in the future.

The number of warrants is excluded from the computation as the anti-dilutive effect.

The following table sets forth the computation of basic and diluted loss per common share for the three months ended March 31, 2024 and 2023 respectively:

	For the Three Months Ended March 31,
	2024		2023

Net income	$	1,998,802	$	451,277

Weighted Average Shares Outstanding-Basic		7,624,124		2,800,903
Weighted Average Shares Outstanding- Diluted		11,723,885		10,877,671
Net income per share - basic and diluted
Net income per share – basic	$	0.26	$	0.16
Net income per share – diluted	$	0.17	$	0.04

15. INCOME TAXES

The Enterprise Income Tax Law of the People’s Republic of China (“PRC tax law”), which was effective on January 1, 2008, stipulates those domestic enterprises and foreign-invested enterprises are subject to a uniform tax rate of 25%. Under the PRC tax law, companies are required to make quarterly estimate payments based on 25% tax rate; companies that received preferential tax rates are also required to use a 25% tax rate for their installment tax payments. The overpayment, however, will not be refunded and can only be used to offset future tax liabilities.

The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits and measures the unrecognized benefits associated with the tax positions. For the three months ended March 31, 2024, the Company had no unrecognized tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred tax assets for certain subsidiaries and a VIE. As of March 31, 2024 and December 31, 2023, the Company had deferred tax assets of $11,405,416 and $11,294,960, respectively. The Company maintains a full valuation allowance on its net deferred tax assets as of March 31, 2024 and December 31, 2023.

The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense.

For the three months ended March 31, 2024 and 2023, the Company had current income tax expenses of $1,135,188 and $1,047,420, respectively, and deferred income tax expense of $187,526 and benefit of $194,515 in the connection of intangible assets generated from Baiyu acquisition, respectively.

The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. The Company is subject to income taxes in the PRC. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. There were no uncertain tax positions as of March 31, 2024 and December 31, 2023, and the Company does not believe that its unrecognized tax benefits will change over the next twelve months.

16. RELATED PARTY TRANSACTIONS AND BALANCES

1)	Nature of relationships with related parties

Name		Relationship with the Company
Guangzhou Chengji Investment Development Co., Ltd. (“Guangzhou Chengji”)		Controlled by Mr. Weicheng Pan, who is a former independent director of the Company.
Yunfeihu International E-commerce Group Co., Ltd (“Yunfeihu”)		An affiliate of the Company, over which an immediate family member of Chief Executive Officer owns equity interest and plays a role of director and senior management
Shenzhen Tongdow International Trade Co., Ltd. (“TD International Trade”)		Controlled by an immediate family member of Chief Executive Officer of the Company
Beijing Tongdow E-commerce Co., Ltd. (“Beijing TD”)		Wholly owned by TD E-commerce, which is controlled by an immediate family member of Chief Executive Officer of the Company
Shanghai Tongdow Supply Chain Management Co., Ltd. (“Shanghai TD”)		Controlled by an immediate family member of Chief Executive Officer of the Company
Guangdong Tongdow Xinyi Cable New Material Co., Ltd. (“Guangdong TD”)		Controlled by an immediate family member of Chief Executive Officer of the Company
Yangzhou Lishunwu E-commerce Co., Ltd. (Formerly named: Yangzhou Tongdow E-commerce Co., Ltd.) (“Yangzhou TD”)		Controlled by an immediate family member of Chief Executive Officer of the Company
Ningbo Xinwurong Supply Chain Management Co., Ltd. (Formerly named: Tongdow (Zhejiang) Supply Chain Management Co., Ltd.) (“Zhejiang TD”)*		Controlled by an immediate family member of Chief Executive Officer of the Company
Shenzhen Meifu Capital Co., Ltd. (“Shenzhen Meifu”)		Controlled by Chief Executive Officer of the Company
Shenzhen Tiantian Haodian Technology Co., Ltd. (“TTHD”)		Wholly owned by Shenzhen Meifu
Hainan Tongdow International Trade Co., Ltd. (“Hainan TD”)		Controlled by an immediate family member of Chief Executive Officer of the Company
Yunfeihu modern logistics Co., Ltd. (“Yunfeihu Logistics”)		Controlled by an immediate family member of Chief Executive Officer of the Company
Shenzhen Tongdow Jingu Investment Holding Co., Ltd. (“Shenzhen Jingu”)		Controlled by an immediate family member of Chief Executive Officer of the Company
Tongdow E-commerce Group Co., Ltd. (“TD E-commerce”)		Controlled by an immediate family member of Chief Executive Officer of the Company
Katie Ou		Shareholder of BAIYU Holdings Inc.

2)	Balances with related parties

-	*Due to related party*

	March 31, 2024		December 31, 2023

TD E-commerce	$	38,054,968	$	38,121,056
Total due to related party	$	38,054,968	$	38,121,056

The amount due to related parties are non-trade in nature, unsecured, non-interest bearing and are not expected to be repaid in the next 9 months.

17. COMMITMENTS AND CONTINGENCIES

1)	Commitments

a Non-cancellable operating leases

The following table sets forth our contractual obligations as of March 31, 2024:

	Payment due by March 31
	Total		2024		2025		2026
Operating lease commitments for property management expenses under lease agreements	$	8,534	$	8,534	$	-	$	-

2)	Contingencies

None.

18. Risks and uncertainties

(1) Credit risk

Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of cash and cash equivalents and trade receivables with its customers. The maximum exposure of such assets to credit risk is their carrying amount as of the balance sheet dates. As of March 31, 2024, approximately $0.19 million was primarily deposited in financial institutions located in Mainland China, which were uninsured by the government authority. To limit exposure to credit risk relating to deposits, the Company primarily place cash deposits with large financial institutions in China, which management believes are of high credit quality. The Company considers the credit standing of customers when making sales to manage the credit risk. Considering the nature of the business at current, the Company believes that the credit risk is not material to its operations.

The Company’s operations are carried out in Mainland China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s economy. In addition, the Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, rates and methods of taxation, and the extraction of mining resources, among other factors.

(2) Liquidity risk

The Company is also exposed to liquidity risk which is the risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn to other financial institutions and the owners to obtain short-term funding to meet the liquidity shortage.

(3) Foreign currency risk

Substantially all of the Company’s operating activities and the Company’s major assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts.

The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Where there is a significant change in value of RMB, the gains and losses resulting from translation of financial statements of a foreign subsidiary will be significantly affected.

Translation of amounts from RMB into US$ has been made at the following exchange rates for the respective periods:

	March 31,		December 31,
	2024		2023
Balance sheet items, except for equity accounts		7.0950		7.0827

	For the three months ended March 31,
	2024		2023
Items in the statements of operations and comprehensive income (loss), and statements of cash flows		7.1028		6.8476

(4) Economic and political risks

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

(5) Risks related to industry

The Company sells precious products to customers through our industrial relationship. Sales contracts are entered into with each customer. The Company is the principal under the precious metal direct sales model as the Company controls the products with the ability to direct the use of, and obtain all the remaining benefits from the precious metal products substantially before they are sold to its customers. The Company has a single performance obligation to sell metal products to the buyers. The Company estimates the amount of variable consideration, including sales return using the expected value method and includes variable consideration in the transaction price to the extent that it is probable that a significant reversal will not occur. Revenue for precious metal trading under the direct sales model is recognized at a point in time when the single performance obligation is satisfied when the products are delivered to the customer. We are under the risk of the economic environment in general and specific to the precious metal industry and China as well as changes to the existing governmental regulations.

Commodity trading in China is subject to seasonal fluctuations, which may cause our revenues to fluctuate from quarter to quarter. We generally experience less user traffic and purchase orders during national holidays in China, particularly during the Chinese New Year holiday season in the first quarter of each year. Consequently, the first quarter of each calendar year generally contributes the smallest portion of our annual revenues. Furthermore, as we are substantially dependent on sales of precious metals, our quarterly revenues and results of operations are likely to be affected by price fluctuation under macroeconomic circumstances these years.

As our revenues have grown rapidly in recent years, these factors are difficult to discern based on our historical results, which, therefore, should not be relied on to predict our future performance. Our financial condition and results of operations for future periods may continue to fluctuate. As a result, the trading price of our stock may fluctuate from time to time due to seasonality.

19. SUBSEQUENT EVENTS

(1)	Settlement of Convertible Promissory Note

The Company settled convertible promissory note of $150,000 and issued 159,547 shares of the Company’s common stock on April 18, 2024.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

As of March 31, 2024, the Company had two business lines, which are the commodities trading business and supply chain management services.

Commodities trading business

The commodities trading business primarily involves purchasing non-ferrous metal products, such as aluminum ingots, copper, silver, and gold, from metal and mineral suppliers and then selling to customers. In connection with the Company’s commodity sales, in order to help customers to obtain sufficient funds to purchase various metal products and also help upstream metal and mineral suppliers to sell their metal products, the Company launched its supply chain management service in December 2019. The Company primarily generates revenues from selling bulk non-ferrous commodity products and providing related supply chain management services in the PRC.

For the three months ended March 31, 2024, the Company recorded revenue of $28,089,681 from its commodities trading business and $2,466 from its supply chain management services, respectively.

The Company sources bulk commodity products from non-ferrous metal and mines or its designated distributors and then sells to manufacturers who need these metals in large quantities. The Company works with suppliers in the sourcing of commodities. Major suppliers include various metal and mineral suppliers such as Kunsteel Group, Baosteel Group, Aluminum Corporate of China Limited, Yunnan Benyuan, Yunnan Tin, and Shanghai Copper. The Company’s target customers include large infrastructure companies such as China National Electricity, Datang Power, China Aluminum Foshan International Trade, Tooke Investment (China), CSSC International Trade Co., Ltd., Shenye Group, and Keliyuan.

Supply Chain Management Services

We offer a distribution service to bulk suppliers of precious metals by acting as a sales intermediary, procuring small to medium-sized buyers through our own professional sales team and channels and distributing the bulk precious metals of the suppliers. Upon executing a purchase order from our sourced buyers, we charge the suppliers a commission fee ranging from 1% to 2% of the distribution order, depending on the size of the order. We also offer some other supply chain management services business. For the three months ended March 31, 2024, the Company generated revenue from supply chain management services of $2,466 from three third-party customers, compared with a commodity distribution services revenue of $6,350 with four third-party customers for the same period in 2022.

Competition

The Company mainly competes against other large domestic commodity metal product trading service providers such as Xiamen International Trade and Yijian Shares. Currently, the principal competitive factors in the non-ferrous metal commodities trading business are price, product availability, quantity, service, and financing terms for purchases and sales of commodities.

Applicable Government Regulations

Shenzhen Baiyu Jucheng has obtained all material approvals, permits, licenses and certificates required for our metal product trading operations, including registrations from the local business and administrative department authorizing the purchase of raw materials.

Key Factors Affecting Our Results of Operation

The commodities trading industry has been experiencing decreasing demand as a result of China’s overall economic slowdown. We expect competition in the commodities trading business to persist and intensify.

We have a limited operating history, having just started our commodities trading business in late November 2019. We believe our future success depends on our ability to significantly increase sales as well as maintain profitability from our operations. Our limited operating history makes it difficult to evaluate our business and future prospects. You should consider our future prospects in light of the risks and challenges encountered by a company with a limited operating history in an emerging and rapidly evolving industry. These risks and challenges include, among other things,

●

our ability to continue our growth as well as maintain profitability;

●

preservation of our competitive position in the commodities trading industry in China;

●

our ability to implement our strategies and make timely and effective responses to competition and changes in customer preferences; and

●

recruitment, training and retaining of qualified managerial and other personnel.

Our business requires a significant amount of capital in large part due to our need to purchase a bulk volume of commodities and expand our business in existing markets and to additional markets where we currently do not have operations.

Results of Operations

Three Months Ended March 31, 2024 as Compared to Three Months Ended March 31, 2023

	For the Three Months Ended March 31,						Change
	2024			2023			Amount			%
Revenues
- Sales of commodity products – third parties	$	28,089,681		$	34,571,288		$	(6,481,607	)		(19	)%
- Supply chain management services		2,466			6,350			(3,884	)		(61	)%
Total Revenues		28,092,147			34,577,638			(6,485,491	)		(19	)%

Cost of revenues
- Commodity product sales – third parties		(28,144,823	)		(34,653,239	)		6,508,416			(19	)%
- Supply chain management services		(16	)		(40	)		24			(60	)%
Total operating cost		(28,144,839	)		(34,653,279	)		6,508,440			(19	)%

Gross loss		(52,692	)		(75,641	)		22,949			(30	)%

Operating expenses
Selling, general, and administrative expenses		(2,707,183	)		(2,743,061	)		22,545			(1	)%
Total operating expenses		(2,707,183	)		(2,743,061	)		22,545			(1	)%

Other income, net
Interest income		6,269,463			4,449,000			1,820,463			41	%
Interest expenses		(121,438	)		(109,987	)		(11,451	)		10	%
Amortization of beneficial conversion feature relating to convertible promissory notes		(92,552	)		(220,652	)		128,100			(58	)%
Other income, net		25,918			4,523			21,395			473	%
Total other income, net		6,081,391			4,122,884			1,958,507			48	%

Net income before income taxes		3,321,516			1,304,182			2,004,001			155	%

Income tax expenses		(1,322,714	)		(852,905	)		(469,809	)		55	%
Net income	$	1,998,802		$	451,277		$	1,534,192			343	%

Revenue

For the three months ended March 31, 2024, we generate revenue from the following two sources, including (1) revenue from sales of commodity products, (2) revenue from supply chain management services. Total revenue decreased by $6,485,491 or 19%, from $34,577,638 for the three months ended March 31, 2023 to $28,092,147 for the three months ended March 31, 2024, among which almost all of our revenue was generated from sales of commodity products for the three months ended March 31, 2024. For the three months ended March 31, 2024, 99.99% of our revenue was generated from sales of commodity products and 0.01% was from supply chain management services.

(1)	Revenue from sales of commodity products

For the three months ended March 31, 2024, the Company sold non-ferrous metals to fourteen third-party customers at fixed prices compared with thirteen third-party customers for the same period in 2023, and earned revenues when the product ownership was transferred to its customers.

The Company earned revenues of $28,089,681 from sales of commodity products for the three months ended March 31, 2024 compared with $34,571,288 for the three months ended March 31, 2023, with a decrease of $6,481,607 or 19%. The decrease of revenue from sales of commodity products is mainly due to the decrease in the average unit sales price of zinc ingots from $3.32 per kilogram for the three months ended March 31, 2023 to $2.94 per kilogram for the three months ended March 31, 2024. And based on a downward trend in FY2023, the annual consumption of zinc plating in China is declining year by year.

(2)	Revenue from supply chain management services

In connection with the Company’s commodity sales, in order to help customers to obtain sufficient funds to purchase various metal products and also help upstream metal and mineral suppliers sell their metal products, the Company launched its supply chain management service business in December 2019, which primarily consisted of loan recommendation services and distribution services.

For the three months ended March 31, 2024, the Company recorded revenue of $ 2,466 from supply chain management services to third-party customers compared with $ 6,350 to third-party customers for the same period in 2023. The decrease in revenue from sales of commodity products is mainly due to the downsizing of the zinc plating market, as well as less customers in the fierce competition.

Cost of revenue

Our cost of revenue primarily includes the cost of revenue associated with commodity product sales and the cost of revenue associated with management services of the supply chain. Total cost of revenue decreased by $ 6,508,440 or 19% from $34,653,279 for the three months ended March 31, 2023 to $28,144,839 for the three months ended March 31, 2024, due to the decrease in the cost of revenue associated with commodity product sales.

Cost of revenue associated with commodity trading

The cost of revenue primarily consists of purchase costs of non-ferrous metal products.

For the three months ended March 31, 2024, the Company purchased non-ferrous metal products of $28,144,823 from eleven third-party suppliers.

For the three months ended March 31, 2023, the Company purchased non-ferrous metal products of $34,653,239 from eleven third-party suppliers.

Selling, general, and administrative expenses

Selling, general and administrative expenses decreased from $2,743,061 for the three months ended March 31, 2023 to $2,707,183 for the three months ended March 31, 2024, representing a decrease of $35,878, or 1% within a normal range of fluctuation. Selling, general and administrative expenses primarily consisted of salary and employee benefits, office rental expenses, amortizations of intangible assets and convertible notes, professional service fees and finance offering related fees. There was no material change for the three months ended March 31, 2024 with respect to selling, general and administrative expenses, compared to the same period in 2023.

Interest income

Interest income was primarily generated from loans made to third parties and related parties. For the three months ended March 31, 2024, interest income was $6,269,463 representing an increase of $1,820,463, or 41% from $4,449,000 for the three months ended March 31, 2023. The increase was due to the growth of loans made to third party vendors for the three months ended March 31, 2024. The balance of loan receivables was $247.05 million as of March 31, 2024 which was $55.42 million higher than that as of March 31,2023.

Amortization of beneficial conversion feature and relative fair value of warrants relating to convertible promissory notes

For the three months ended March 31, 2024, the item represented the amortization of the beneficial conversion feature of $92,552 of the two convertible promissory notes issued on May 6, 2022 and March 13, 2023.

For the three months ended March 31, 2023, the item represented the amortization of the beneficial conversion feature of $220,652 of the two convertible promissory notes issued on May 6, 2022 and March 13, 2023.

Net income

As a result of the foregoing, net income for the three months ended March 31, 2024 was $1,998,802, representing an increase of $1,547,525 from $451,277 for the three months ended March 31, 2023.

Cash Flows and Capital Resources

We have financed our operations primarily through shareholder contributions, cash flow from operations, borrowings from third parties and related parties, and equity financing through private placement and public offerings.

As reflected in the accompanying unaudited consolidated financial statements, for the three months ended March 31, 2024, the Company reported cash inflows of $6,119,335 from operating activities. As of March 31, 2024, the Company has positive working capital of approximately $224 million.

During the three months ended March 31, 2023, the cash used in investing activities was mainly attributable to cash raised of $25,046,081 from collection of loans from third parties, cash paid $32,073,939 from payment made on loans to third parties.

The Company expects to use the proceeds from the equity financing as working capital to expand its commodities trading business.

Based on the foregoing capital market activities, the management believes that the Company will continue as a going concern in the following 12 months.

Statement of Cash Flows

The following table sets forth a summary of our cash flows. For the three months ended March 31, 2024 and 2023, respectively:

	For the three months Ended March 31,
	2024			2023
Net Cash Provided by Operating Activities	$	6,119,335		$	2,767,040
Net Cash Used in Investing Activities		(7,077,140	)		(46,689,327	)
Net Cash Provided by Financing Activities		-			45,909,073
Effect of exchange rate changes on cash and cash equivalents		(1,102	)		(898,831	)
Net increase/(decrease) in cash and cash equivalents		(958,907	)		(1,087,955	)
Cash and cash equivalents at beginning of period		1,516,358			893,057
Cash and cash equivalents at end of period	$	557,451		$	1,981,012

Net Cash Provided by Operating Activities

During the three months ended March 31, 2024, we had a cash inflow from operating activities of $6,119,335, an increase of $3,352,295 from a cash inflow of $2,767,040 for the three months ended March 31, 2023. We incurred a net profit for the three months ended March 31, 2024 of $1,985,468, an increase of $1,534,191 from the three months ended March 31, 2023, during which we recorded a net profit of $451,277.

In addition to the change in profitability, the increase in net cash provided by operating activities was the result of several factors, including:

●

Non-cash effects adjustments include amortization of beneficial conversion feature of convertible promissory notes of $92,552, amortization of intangible assets of $1,976,086, accrual convertible interest expense of $113,901 and amortization of discount on convertible promissory notes of $80,000.

●

An increase of $1,391,191 of advances from customers due to account into revenue.

●

A decrease of $1,165,090 due from third parties due to the interest receivables to third party decreased .

Net Cash Used in Investing Activities

Net cash used in investing activities for the three months ended March 31, 2024 was $7,077,140 as compared to net cash used in investing activities of $46,689,327 for the three months ended March 31, 2023.

The cash used in investing activities for the three months ended March 31, 2024 was mainly for the loans disbursed to third parties of $32,073,939, partly offset by the collection of loans from related parties of $25,046,081.

The cash used in investing activities for the three months ended March 31, 2023 was for the loans disbursed to third parties of $46,678,620.

Net Cash Provided by Financing Activities

During the three months ended March 31, 2024, the Company did not occur any cash movement for financing activities.

During the three months ended March 31, 2023, the cash provided by financing activities was mainly attributable to cash raised of $42,350,000 from certain private placements by the issuance of 35,000,000 shares of common stocks, cash raised of $559,073 from a registered direct offering by the issuance of 689,306 shares of common stocks, cash raised of $3,000,000 from issuance of unsecured senior convertible promissory notes in the aggregate principal amount of $3,320,000.

Off-balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2024.

Contractual Obligations

As of March 31, 2024, the Company had one lease arrangement with an unrelated third party. The lease term was within 24 months, which will be due in November 2024. As of the date of this report, the Company cannot reasonably assess whether it will renew the lease term. The lease commitment was as following table:

			Less than
	Total		1 year		1-2 years		Thereafter
Contractual obligations:
Operating lease	$	8,534	$	8,534	$	-	$	-
Total	$	8,534	$	8,534	$	-	$	-

Critical Accounting Policies

Please refer to Note 2 of the Condensed Consolidated Financial Statements included in this Form 10-Q for details of our critical accounting policies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of March 31, 2024.

Certain personnel primarily responsible for preparing our financial statements require additional requisite levels of knowledge, experience and training in the application of U.S. GAAP commensurate with our financial reporting requirements. The management thought that in light of the inexperience of our accounting staff with respect to the requirements of U.S. GAAP-based reporting and SEC rules and regulations, we did not maintain effective controls and did not implement adequate and proper supervisory review to ensure that significant internal control deficiencies can be detected or prevented.

Management’s assessment of the control deficiency over accounting and finance personnel as of March 31, 2024 includes:

●

There is a lack of formal procedures for handling different types of revenue recognition.

●

There is a lack of procedures and documentation for dealing with related parties.

●

There was no accountant with adequate U.S. GAAP knowledge working in the Company’s Accounting Department.

●

The Company has insufficient written policies and procedures for accounting and financial reporting, which led to an inadequate financial statement closing process.

Based on the above factors, management concluded that the control deficiency over accounting and finance personnel was the material weakness as of March 31, 2024, as our accounting staff continues to lack sufficient U.S. GAAP experience and requires further substantial training.

Limitations on the Effectiveness of Disclosure Controls. Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls is also based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

As of the date of this report, there have been no material changes to the risk factors disclosed in our annual report on Form 10-K filed with the SEC on March 22, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Common stock issued pursuant to the conversion of convertible promissory notes

The Company settled convertible promissory notes issued on October 4, 2021 of $125,000 on December 30, 2022, $125,000 on January 10, 2023, $125,000 on January 18, 2023, $250,000 on February 2, 2023, $250,000 on March 2, 2023, respectively, and issued 147,824, 147,475, 292,987, and 279,567 shares of the Company’s common stock on January 6, 2023, January 12, 2023, January 18, 2023, February 3, 2023, and March 2, 2023, respectively for the three months ended March 31, 2023.

The Company settled convertible promissory notes issued on May 6, 2022 of $200,000 on January 18, 2023, $200,000 on February 3, 2023, $175,000 on February 8, 2023, $250,000 on February 15, 2023, $250,000 on March 8, 2023, and $125,000 on March 24, 2023, respectively, and issued 235,960, 234,389, 205,090, 292,987, 279,567 and 145,660 shares of the Company’s common stock on January 19, 2023, February 6, 2023, February 8, 2023, February 15, 2023, March 15, 2023, and March 29, 2023, respectively for the three months ended March 31, 2023.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.		Description

3.1*		Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of the draft registration statement on Form DRS filed on February 14, 2013)
3.2*		Bylaws of Registrant (incorporated by reference to Exhibit 3.2 of the draft registration statement on Form DRS filed on February 14, 2013)
3.3*		Articles of Association of Wujiang Luxiang Rural Microcredit Co. Ltd. (incorporated by reference to Exhibit 3.3 of the registration statement on Form S-1/A filed on June 27, 2013)
3.4*		Certificate of Approval of Wujiang Luxiang Rural Microcredit Co. Ltd. (incorporated by reference to Exhibit 3.4 of the registration statement on Form S-1 filed on June 7, 2013)
3.5*		Certificate of Amendment of the Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.5 of the registration statement on Form S-1/A filed on July 16, 2013)
3.6*		Certificate of Amendment to the Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on January 16, 2019)
3.7*		Certificate of Amendment to the Certificate of Incorporation of Registrant, incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on June 7, 2019
3.8*		Certificate of Amendment to the Certificate of Incorporation of Registrant, incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on March 12, 2020
3.9*		Certificate of Amendment to Certificate of Incorporation of Registrant, incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on April 21, 2021
3.10*		Certificate of Amendment to Certificate of Incorporation of Registrant, incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on August 17, 2022
3.11*		Certificate of Amendment of Certificate of Incorporation, filed with the Secretary of State of Delaware on October 19, 2023, incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on October 20, 2023
31.1**		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2**		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Previously filed

**	Filed herewith

SIGNATURES

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

BAIYU HOLDINGS, INC.

Date: May 10, 2024	By:	/s/ Renmei Ouyang
	Name:	Renmei Ouyang
	Title:	Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Wenhao Cui
	Name:	Wenhao Cui
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by BAIYU Holdings Inc.