Top Kingwin LtdNASDAQ: WAI

Unaudited Interim Consolidated Financial Statements as of June 30, 2024 and for the Six Months Ended June 30, 2024 and 2023 Form 6 K

· Issued by Top KingWin Ltd

The financial statements for the first half year ended June 30, 2024 of Top KingWin Ltd (the "Company", "we" or "us") included herein have not been audited by the Company's independent registered accounting firm.

TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2024
AND DECEMBER 31, 2023
(In USD)

June 30,
2024
December 31,
2023
ASSETS
CURRENT ASSETS
Cash $ 3,098,787 $ 4,618,670
Restricted cash
-
30,310
Accounts receivable, net 297,161 504,472
Prepayments 51,394 203,126
Due from related parties 472,180 1,119,099
Other receivables 234,559 137,691
Total current assets 4,154,081 6,613,368
NON-CURRENT ASSETS
Property and equipment, net 170,972 213,891
Intangible assets, net 71,425 46,365
Operating lease right-of-use assets 246,923 353,471
Other non-current assets 28,541 36,164
Goodwill 2,973,850 2,973,850
Total non-current assets 3,491,711 3,623,741
TOTAL ASSETS $ 7,645,792 $ 10,237,109
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 334,718 $ 497,484
Accounts payable-related parties 9,977 146,903
Operating lease liabilities - current 197,982 192,159
Advance from clients 479,327 626,851
Due to related parties 163,814 213,789
Taxes payable 10,776 64,120
Accruals and other payables 952,442 928,965
Total current liabilities 2,149,036 2,670,271
Operating lease liabilities - non-current 52,797 161,886
Total non-current liabilities 52,797 161,886
TOTAL LIABILITIES $ 2,201,833 $ 2,832,157
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized, 10,963,040 and 13,963,040 shares issued and outstanding as of December 31, 2023 and June 30, 2024* $ 1,396 $ 1,096
Class B ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 3,786,960 shares issued and outstanding as of December 31, 2023 and June 30, 2024 379 379
Additional paid-in capital 10,016,212 8,275,034
Statutory reserve 282,545 282,545
(Accumulated deficits) Retained earnings (4,589,136 ) (928,311 )
Accumulated other comprehensive loss (267,437 ) (225,791 )
Total shareholders' equity 5,443,959 7,404,952
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 7,645,792 $ 10,237,109
* Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023

TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND
COMPREHENSIVE (LOSS) INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(In USD)

Six Months Ended
June 30,
2024 2023
REVENUES 1,351,121 2,814,664
COST OF REVENUES (981,389 ) (746,661 )
GROSS PROFIT 369,732 2,068,003
OPERATING EXPENSES
Selling expenses (611,938 ) (1,203,472 )
General and administrative expenses (3,444,910 ) (1,877,461 )
Total operating expenses (4,056,848 ) (3,080,933 )
LOSS FROM OPERATIONS (3,687,116 ) (1,012,930 )
OTHER INCOME (EXPENSE), NET
Other income 122,261 58,524
Other expense (35,129 ) (6,638 )
Total other income, net 87,132 51,886
NET LOSS BEFORE INCOME TAXES (3,599,984 ) (961,044 )
Income tax expense (60,841 ) (117,629 )
NET LOSS $ (3,660,825 ) $ (1,078,673 )
Other comprehensive loss
Foreign currency translation loss (41,646 ) (65,734 )
TOTAL COMPREHENSIVE LOSS $ (3,702,471 ) $ (1,144,407 )
Basic and diluted loss per share*
$ (0.21 ) $ (0.08 )
Weighted average number of common shares outstanding - basic and diluted*
17,750,000 13,115,278
* Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023

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TOP KINGWIN LTD

UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(In USD)

Six Months Ended
June 30,
2024 2023
Cash flows from operating activities
Net loss $ (3,660,825 ) $ (1,078,673 )
Adjustments to reconcile net income to cash (used in) provided by operating activities:
Provision for doubtful accounts (14,357 ) 114,462
Depreciation and amortization 48,661 144,947
Non-cash operating lease expenses 106,548
-
Share based compensation expenses 1,773,600
-
Foreign exchange gain (42,850 )
-
Deferred tax expenses
-
118,159
Changes in assets and liabilities
Accounts receivable 238,212 (761,458 )
Other receivables (96,868 ) (68,925 )
Prepayments 151,732 (366,835 )
Accounts receivable - related party
-
(379,248 )
Due from related parties (234,387 )
-
Other non-current assets 7,623 1,971
Accounts payable (162,766 ) 257,028
Accruals and other payables 23,477 1,026,012
Advance from clients (147,524 ) 423,795
Taxes payable (53,344 ) 43,880
Operating lease liabilities (103,266 ) (102,504 )
Net cash used in operating activities (2,166,334 ) (627,389 )
Cash flows from investing activities
Purchase of property and equipment (5,690 ) 13,284
Purchase of intangible assets (29,761 ) (4,028,815 )
Net cash used in investing activities (35,451 ) (4,015,531 )
Cash flows from financing activities
IPO proceeds net of deferred offering cost
-
8,047,056
Due from related parties 881,306
-
Due to related parties (186,901 ) (1,099,907 )
Net cash provided by financing activities 694,405 6,947,149
Effect of exchange rates on cash (42,813 ) (65,734 )
Net increase (decrease) in cash and restricted cash (1,550,193 ) 2,238,495
Cash and restricted cash at beginning of period 4,648,980 2,654,185
Cash and restricted cash at end of period $ 3,098,787 $ 4,892,680
Cash at end of period $ 3,098,787 $ 4,892,680
Restricted cash at end of period
-
-
Cash and restricted cash at end of period $ 3,098,787 $ 4,892,680
Supplemental disclosure information
Cash paid for interest expenses $
-
$
-
Cash paid for income tax $ 420 $
-
Supplemental disclosure of non-cash financing activities:
Operating lease asset obtained in exchange for operating lease obligation $
-
$ 103,499

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