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 June 30, 2021

☐ 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

TD 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.)

25th Floor, Block C, Tairan Building

No. 31 Tairan 8th Road, Futian District

Shenzhen, Guangdong, PRC

518000

(Address of principal executive offices)

(Zip Code)

+86 (0755) 88898711

(Registrant’s telephone number, including area code)

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		GLG		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 August 16, 2021, 99,484,047 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

TD HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2021			December 31, 2020
ASSETS
Current Assets
Cash	$	6,896,515		$	2,700,013
Accounts receivable, net		2,523			-
Loans receivable from third parties		59,504,874			18,432,691
Prepayments		5,115,092			-
Due from related parties		20,366,043			55,839,045
Inventory		883,961			-
Other current assets		728,738			1,310,562
Total current assets		93,497,746			78,282,311

Property and equipment, net		2,205			-
Goodwill		70,088,377			69,322,325
Intangible assets		22,999,116			19,573,846
Total noncurrent assets		93,089,698			88,896,171

Total Assets	$	186,587,444		$	167,178,482

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	2,301,057		$	-
Advances from customers		10,995,818			9,214,369
Third party loan payables		1,996,533			-
Due to related parties		1,349,180			7,346,021
Bank borrowings		1,300,068			1,653,247
Income tax payable		6,703,087			5,460,631
Convertible notes		5,219,360			-
Acquisition payable		-			15,384,380
Other current liabilities		2,930,193			3,197,147
Total Current Liabilities		32,795,296			42,255,795

Deferred tax liabilities		4,535,242			4,893,461
Total Non-current Liabilities		4,535,242			4,893,461

Total Liabilities		37,330,538			47,149,256

Commitments and Contingencies (Note 12)

Equity
Common stock (par value $0.001 per share, 100,000,000 shares authorized; 97,043,566 and 79,131,207 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively)		97,044			79,131
Additional paid-in capital		181,174,696			151,407,253
Statutory reserve		913,292			913,292
Accumulated deficit		(41,876,191	)		(39,255,945	)
Accumulated other comprehensive loss		8,948,065			6,885,495
Total Equity		149,256,906			120,029,226

Total Liabilities and Equity	$	186,587,444		$	167,178,482

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

TD HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)

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

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020

Revenues
- Sales of commodity products – related parties	$	1,523,616		$	1,563,669		$	21,926,631		$	2,617,301
- Sales of commodity products – third parties		57,989,381			-			67,022,848
- Supply chain management services – related parties					26,949						70,596
- Supply chain management services – third parties		326,650			351,793			472,425			460,630
Total Revenue		59,839,647			1,942,411			89,421,904			3,148,527

Cost of revenue
- Commodity product sales-related parties		(1,531,336	)		(1,369,669	)		(21,917,517	)		(1,256,218	)
- Commodity product sales-third parties		(57,932,603	)		(200,679	)		(66,965,015	)		(1,369,669	)
- Supply chain management services – related parties		-			-			-
- Supply chain management services – third parties		(2,592	)		(7,633	)		(3,642	)		(7,954	)
Total cost of revenue		(59,466,531	)		(1,577,981	)		(88,886,174	)		(2,633,841	)

Gross profit		373,116			364,430			535,730			514,686

Operating expenses
Selling, general, and administrative expenses		(2,054,354	)		(439,128	)		(3,624,733	)		(740,825	)
Total operating cost and expenses		(2,054,354	)		(439,128	)		(3,624,733	)		(740,825	)

Other income (expenses), net
Interest income		2,946,236			1,804,743			5,045,093			1,884,923
Interest expenses		(155,825	)		(31,610	)		(283,248	)		(54,480	)
Share-based payment for service		-			-			(1,695,042	)		-
Amortization of beneficial conversion feature relating to issuance of convertible notes		-			(3,400,000	)		-			(3,400,000	)
Amortization of relative fair value of warrants relating to issuance of convertible notes		-			(3,060,000	)		-			(3,060,000	)
Other income (expense), net		(379,924	)		-			(386,358	)		-
Total other income (expenses), net		2,410,487			(4,686,867	)		2,680,445			(4,629,557	)

Net income (loss) from continuing operations before income taxes		729,249			(4,761,565	)		(408,558	)		(4,855,696	)

Income tax expenses		(371,393	)		(408,829	)		(771,862	)		(408,829	)

Net income (loss) from continued operations, net of tax		357,856			(5,170,394	)		(1,180,420	)		(5,264,525	)

Net loss from discontinued operations, net of tax		-			(292,091	)		-			(552,445	)

Net income (loss)		(357,856	)		(5,462,485	)		(1,180,420	)		(5,816,970	)
Less: Net loss attributable to non-controlling interests		-			2,804			-			7,073
Net income (loss) attributable to TD Holdings, Inc.’s Stockholders	$	357,856			(5,459,681	)		(1,180,420	)		(5,809,897	)

Comprehensive Income (Loss)
Net income (loss)	$	357,856			(5,462,485	)		(1,180,420	)		(5,816,970	)
Foreign currency translation adjustment		2,706,148			(85,670	)		2,062,570			(87,972	)
Comprehensive income (loss)		3,064,004			(5,548,155	)		882,150			(5,904,942	)
Less: Total comprehensive income - attributable to non-controlling interests		-			2,804			-			7,073
Comprehensive income (loss) attributable to TD Holdings, Inc.	$	3,064,064			(5,545,351	)		882,150			(5,897,869	)

Income (Loss) per share - basic and diluted
Continuing Operation- Income (loss) per share – Basic and diluted		(0.00	)		(0.11	)		(0.01	)		(0.17	)
Continuing Operation- Income (loss) per share – Diluted		(0.00	)		-			-			-
Discontinuing Operation-Net loss per share –Basic and diluted	$	-			(0.01	)		-			(0.02	)

Weighted Average Shares Outstanding-Basic		96,821,039			47,486,210			95,025,014			30,579,616

Weighted Average Shares Outstanding- Diluted		102,312,155			-			-			-

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

TD HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

										Subscription					Accumulated
	Common Stock				Additional paid-in		Accumulated			advanced from a			Surplus		other comprehensive			Non-controlling			Total (Deficit)
	Shares		Amount		capital		Deficit			shareholder			Reserve		loss			interests			Equity

Balance as at December 31, 2019		11,585,111	$	11,585	$	38,523,170	$	(32,391,040	)	$	-				$	(334,281	)	$	(8,572	)	$	5,800,862
Issuance of common stocks in connection with private placements		17,000,000		17,000		15,083,000		-			(13,500,000	)				-			-			1,600,000
Issuance of common stocks in connection with exercise of convertible notes		20,000,000		20,000		29,980,000		-			-					-			-			30,000,000
Beneficial conversion feature relating to issuance of convertible notes		-		-		3,400,000		-			-					-			-			3,400,000
Relative fair value of warrants relating to issuance of convertible notes						3,060,000																3,060,000
Issuance of common stocks in connection with exercise of warrants		20,000,000		20,000		35,980,000		-			-					-			-			36,000,000
Collection of subscription fee		-		-		-		-			13,500,000					-			-			13,500,000
Net loss		-		-		-		(5,809,897	)		-					-			(7,073	)		(5,816,970	)
Foreign currency translation adjustments		-		-		-		-			-			-		(87,972	)		-			(87,972	)
Balance as at June 30, 2020		68,585,111	$	68,585	$	126,026,170	$	(38,200,937	)	$	-		$	-	$	(422,253	)	$	(15,645	)	$	87,455,920

Balance as at December 31, 2020		79,131,207	$	79,131	$	151,407,253	$	(39,255,945	)	$	-			913,292	$	6,885,495		$	-		$	120,029,226
Issuance of common stocks in connection with private placements		15,000,000		15,000		24,435,000		-			-			-		-			-			24,450,000
Issuance of common stocks pursuant to registered direct offering		1,353,468		1,354		2,191,634		-			-			-		-			-			2,192,988
Issuance of common stocks pursuant to exercise of warrants		1,558,891		1,559		1,445,767		(1,439,826	)		-			-		-			-			7,500
Share-based payment for service						1,695,042																1,695,042
Net loss		-		-		-		(1,180,420	)		-			-								(1,180,420	)
Foreign currency translation adjustments		-		-		-		-			-			-		2,062,570			-			2,062,570
Balance as at June 30, 2021		97,043,566	$	97,044	$	181,174,696	$	(41,876,191	)	$	-		$	913,292	$	8,948,065		$	-		$	149,256,906

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

TD HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

	Common Stock				Additional paid-in		Accumulated			Subscription advanced from a			Surplus		Accumulated other comprehensive			Non-controlling			Total (Deficit)
	Shares		Amount		capital		Deficit			shareholder			Reserve		income (loss)			interests			Equity

Balance as at March 31, 2020		28,585,111	$	28,585	$	53,606,170	$	(32,741,256	)	$	(13,500,000	)		-	$	(336,583	)	$	(12,841	)	$	7,044,075
Issuance of common stocks in connection with exercise of convertible notes		20,000,000		20,000		29,980,000

SEC Form 10-Q filed by TD Holdings, Inc.