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EX-31.1 - CERTIFICATION - Consumer Capital Group, Inc.f10q0317ex31i_consumer.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended March 31, 2017

 

or

 

☐ 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: 000-54998

 

CONSUMER CAPITAL GROUP INC.

(Exact name of registrant as specified in its charter)

 

Delaware   26-2517432
State or other jurisdiction of 
incorporation or organization
  (I.R.S. Employer
Identification No.)
     

136-82 39th Ave, 4th Floor, Unit B

Flushing, New York

  11354
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (516) 874-4566

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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
(Do not check if 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 Act). Yes ☐   No ☒

 

The registrant had 32,178,849 shares of common stock, par value $0.0001 per share, issued and outstanding as of May 15, 2017.

 

 

 

 

 

 

CONSUMER CAPITAL GROUP, INC.

QUARTERLY REPORT ON FORM 10-Q

 

March 31, 2017

 

TABLE OF CONTENTS

 

    PAGE
     
PART I FINANCIAL INFORMATION 1
     
Item 1. Financial Statements (Unaudited) 1
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 41
     
Item 4. Controls and Procedures 41
     
PART II OTHER INFORMATION 42
     
Item 1. Legal Proceedings 42
     
Item 1A. Risk Factors 42
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 42
     
Item 3. Defaults Upon Senior Securities 42
     
Item 4. Mine Safety Disclosures 42
     
Item 5. Other Information 42
     
Item 6. Exhibits 42
     
SIGNATURES 43
   
Financial Statements:  

 

 

 

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The following unaudited interim financial statements of China Carbon Graphite Group, Inc. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this quarterly report on Form 10-Q:

 

CONSUMER CAPITAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

   March 31,   December 31, 
   2017   2016 
ASSETS        
         
CURRENT ASSETS          
Cash and cash equivalents  $879,688   $1,461,176 
Accounts receivables, net   591,082    - 
Prepaid expenses   1,200    85,098 
Interest receivables   19,501    19,350 
Other receivables   2,324,061    3,331,128 
Loan receivables, net   654,413    683,496 
Due from related parties   540,264    418,968 
Current assets from discontinued operations   -    - 
Other current asset   557,780    - 
TOTAL CURRENT ASSETS   5,567,989    5,999,216 
           
NON-CURRENT ASSETS          
Property and equipment, net   95,900    101,825 
Intangible assets, net   1,443,745    1,454,326 
Deferred tax asset   57,948    57,498 
TOTAL NON-CURRENT ASSETS   1,597,593    1,613,649 
           
TOTAL ASSETS  $7,165,582   $7,612,865 
Accrued interest payables          
LIABILITIES AND EQUITY          
CURRENT LIABILITIES          
Loans from individuals   2,289,678    2,332,330 
Accrued interest payables   -    129,574 
Accrued liabilities   78,406    17,570 
Taxes payables   116,851    351,714 
Other payables   53,330    156,919 
Payable to shareholder   101,912    102,035 
Due to related parties   1,321,843    1,108,137 
Deferred tax liabilities   136,781    135,717 
TOTAL CURRENT LIABILITIES   4,098,801    4,333,996 
TOTAL LIABILITIES   4,098,801    4,333,996 
           
EQUITY          
Common stock, $0.0001 par value, 100,000,000 shares authorized 32,178,849 and 32,178,849 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively  $3,218   $3,218 
Discount on common stock issued to founders   (130,741)   (130,741)
Additional paid-in capital   8,115,861    8,121,378 
Accumulated other comprehensive income   349,392    143,943 
Accumulated deficit   (4,708,395)   (4,675,858)
Total equity of the Company   3,629,335    3,461,940 
Non-controlling interest   (562,554)   (183,071)
TOTAL EQUITY   3,066,781    3,278,869 
           
TOTAL LIABILITIES AND EQUITY  $7,165,582   $7,612,865 

 

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

 

 1 

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   For the three months
March 31,
 
   2017   2016 
         
REVENUE  $669,336   $- 
           
COST OF REVENUE   -    - 
           
GROSS PROFIT   669,336    - 
           
Selling expenses   (59,725)   - 
General and administrative expenses   (591,641)   (159,080)
LOSS FROM OPERATIONS   (651,366)   (159,080)
           
Interest income   47,312    - 
Interest expense   (60,154)   (34,556)
Other income   18,052    - 
Provision for loan losses   (34,452)   - 
Income (Loss) from continuing operations before income taxes   (11,272)   (193,636)
Income tax expense   (54,306)   - 
           
Net loss from continuing operations   (65,578)   (193,636)
Less: Net (loss) income  attributable to the non-controlling interest   (33,039)   37,579 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY - continuing operations  $(32,539)  $(156,057)
           
Discontinued operations          
Loss from discontinued operations before income taxes  $-   $(214,985)
    -      
Income tax expense   -    - 
           
Net loss from discontinued operations   -    (214,985)
Less: Net loss attributable to the non-controlling interest   -    85,049 
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY - discontinued operations  $-   $(129,936)
           
Net loss  $(65,578)  $(408,621)
NET INCOME(LOSS) ATTRIBUTABLE TO THE COMPANY  $(32,539)  $(285,993)
           
(Loss) earnings per share – Basic and Diluted          
CONTINUING OPERATIONS          
-Basic  $(0.00)  $(0.01)
-Diluted  $(0.00)  $(0.01)
           
DISCONTINUED OPERATIONS          
-Basic  $-   $(0.00)
-Diluted  $-   $(0.00)
           
NET INCOME PER SHARE ATTRIBUTABLE TO THE COMPANY          
-Basic  $(0.00)  $0.00 
-Diluted  $(0.00)  $0.00 
           
Weighted average number of common shares outstanding basic and diluted   32,178,849    31,165,740 

  

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

 

 2 

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

 

   For the three months
March 31,
 
   2017   2016 
         
Net loss  $(31,126)  $(408,621)
Other comprehensive income (loss):          
Foreign currency translation adjustment   (224,495)   (25,343)
Comprehensive loss   (255,665)   (433,964)
Less: comprehensive (income) attributable to non-controlling interest   358,040    135,046 
Comprehensive income (loss)  attributable to the Company  $102,375   $(298,918)

 

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

 

 3 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   For the three months
March 31,
 
   2017   2016 
Operating Activities        
Net (loss) income  $(65,577)  $(408,621)
Adjustments to reconcile net income (loss) to cash flows from operating activities:          
Loss (Income) from discontinued operations, net of income taxes   -    (172,936)
Depreciation expense   6,391    5,130)
Amortization   21,771    - 
Allowance for loan losses   34,452    - 
Change in operating assets and liabilities, net of effects of business acquisitions and dispositions:          
Accounts receivables   (591,236)   - 
Advances to suppliers   -    (12,701)
Deferred Revenue   (130,624)   - 
Prepaid expenses   84,565    (1,200)
Other receivables   1,032,038    523,872- 
Accrued liabilities   -    (7,883)
Accounts payables   (2,351,236)   - 
Advances from customers   60,783    - 
Taxes payable   (557,926)   - 
Due from related party   190,792    - 
Deferred tax assets (liabilities), net   34,315    - 
Payable to Caesar Capital Management Ltd.   (237,630)   15,086 
Other payables   (108,979)   765,327 
Net cash (used in) provided by continuing operations   (2,612,416)   1,051,945 
Net cash used in operating activities from discontinued operations   -    (1,295,885)
           
Cash flows used in operating activities   (2,612,416)   (243,939)
           
Investing Activities          
Long-term investments   (5,518)   - 
Purchase of property and equipment   -    (6,970)
Net cash used in investing activities from continuing operations   (5,518)   (6,970)
Net cash used in investing activities from discontinued operations   -    (4,414,234)
           
Cash flows used in investing activities   (5,518)   (4,421,204)
           
Financing Activities          
Proceeds from related party debt   (105,560)   161,732 
Proceeds from third party debt   (170,537)   - 
Proceeds from loans from individuals   2,290,278    296,267 
Net cash  provided by (used in) financing activities from continuing operations   2,041,181    457,999 
Net cash provided by financing activities from discontinued operations   -    3,722,987 
           
Cash flows provided by financing activities   2,041,181    4,180,987 
           
Effect of exchange rate on cash and cash equivalents   22,255    (57,501)
           
Net decrease in cash and cash equivalents   (603,755)   (484,156)
Cash and cash equivalents, at beginning of year  $1,461,176   $2,739,145 
Cash and cash equivalents, at end of year  $879,688   $2,197,488 
Cash and cash equivalents from discontinued operations   -    (74,632)
Cash and cash equivalents from continuing operations, at end of year  $879,688   $2,272,120

 

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

 

 4 

 

 

CONSUMER CAPITAL GROUP, INC AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

 

ORGANIZATION

 

Consumer Capital Group, Inc. (“CCG” or the “Company”) was incorporated in Delaware on April 25, 2008. The accompanying consolidated financial statements include the financial statements of the Company, its wholly owned subsidiaries, and an affiliated PRC entity (“Affiliated PRC Entity”) that is controlled through contractual arrangements. On February 5, 2010, in connection with the execution of a Stock Right Transfer Agreement, America Pine Group Inc. transferred both 100% of the stock rights of its wholly owned subsidiary Arki (Beijing) E-commerce Technology Co., Ltd. and 100% of its stock rights of America Pine (Beijing) Bio-Tech to Consumer Capital Group, Inc., a California corporation and wholly owned subsidiary of the Company (“CCG California”).

 

On February 4, 2011, pursuant to a Plan and Agreement of Merger by and among Mondas Minerals Corp., its wholly owned subsidiary, CCG Acquisition Corp., a Delaware corporation (“CCG Delaware”), CCG California, and Scott D. Bengfort, Mondas Minerals Corp. merged its wholly-owned subsidiary CCG Delaware into CCG California, with CCG California surviving and CCG Delaware ceasing to exist. On February 7, 2011, the Company formed a new wholly-owned subsidiary by the name of “Consumer Capital Group Inc.” (“CCG Name Sub”) in Delaware solely for purposes of changing its corporate name to “Consumer Capital Group Inc.” in conjunction with the closing of the Merger. On February 17, 2011, the Company changed its name to Consumer Capital Group Inc. pursuant to a Certificate of Ownership filed with the Secretary of State of Delaware by merging CCG Name Sub into the Company with the Company surviving and CCG Name Sub ceasing to exist. Unless the context specifies otherwise, references to the “Company” refers to CCG California prior to the Merger and the Company, its subsidiaries and Affiliated PRC Entity combined after the Merger. The Company is principally engaged in the development and operation of its nationwide online retailing platform “Chinese Consumer Market Network” at www.ccmus.com, which provides a variety of manufacturers and distributors a platform to promote and sell products and services directly to consumers. The Company’s principal operations and geographic markets are in the People’s Republic of China (“PRC”).

 

Post Merger, Consumer Capital Group Inc. is authorized to issue up to 100,000,000 shares of common stock, par value $0.0001 per share. On February 4, 2011, Consumer Capital Group Inc. effected a reverse stock split (the “Stock Split”), as a result of which each 21.96 shares of Consumer Capital Group’s common stock then issued and outstanding was converted into one share of Mondas Minerals’ common stock.

 

Immediately prior to the Merger, Consumer Capital Group, Inc. had 390,444,109 shares of its common stock issued and outstanding. In connection with the Merger, Mondas Minerals issued 17,777,778 shares of its common stock in exchange for the issued and outstanding shares of common stock of CCG California. Immediately prior to the closing of the Merger, there were 2,500,000 issued and outstanding shares of the Company’s common stock, 60% of which were held by the thenprincipal stockholder, CEO, and sole director of the Company, Mr. Bengfort. As a part of the Merger, CCG paid $335,000 in cash to Mr. Bengfort in exchange for his agreement to enter into various transaction agreements relating to the Merger, as well as the cancellation of 1,388,889 shares of the Company’s common stock directly held by him, constituting 92.6% of his pre-Merger holdings of Company common stock.

 

 5 

 

 

SHANGHAI ZHONGHUI

 

Established on May 26, 2014, under the PRC laws, Shanghai Zhonghui offers financing and investment opportunities for small to medium sized business and investors, including outsource of financial information technologies, investment management, investment consulting, as well as other related asset management services in China.

 

On December 23, 2014, the Company and Shanghai Zhonghui Financial Information Services Corp., a company established under the laws of People’s Republic of China, entered into a Share Exchange Agreement (the “Agreement”), pursuant to which the Company agreed to acquire 51% of the capital stock of Shanghai Zhonghui (the “Acquisition”). Pursuant to the term of the Agreement, the Company agreed to issue 5,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to certain individuals affiliated with Shanghai Zhonghui (the “Affiliates”), valued at $1.00 per share for a total of $5,000,000 or approximately 31,000,000 RMB, to exchange 51% of the capital stock of Shanghai Zhonghui. As incentive for the closing of the acquisition, the Company also agreed to issue 5,000,000 additional shares of the Common Stock to the Affiliates.

 

On December 28, 2016, the Company and Yanbian Yaotian Gas Group Co.,Ltd,(the “Purchaser”) a company incorporated under the laws of the People’s Republic of China, entered into a definitive agreement to sell all of its interests in Shanghai Zhonghui for nil consideration. As of December 31, 2016, the results of operations of Shanghai Zhonghui business are reflected in the Company’s consolidated financial statements as discontinued operations.

 

YIN HANG

 

Yin Hang Financial Information Service (Shanghai) Co., Limited ("Yin Hang") was incorporated on November 22, 2013 (date of incorporation) under the laws of the People’s Republic of China (“PRC” or “China”). The Company collects service fees calculated based on the complexity, required time, contents and commercial value of the credit risks assessment services provided to the lenders and borrowers on a third party peer to peer (“P2P”) online lending platform.

 

On December 1, 2016, the Company through its variable interest entity, America Arki Network Service Beijing Co., Ltd entered into certain Share Exchange Agreement with Yin Hang Financial Information Service (Shanghai) Co., Ltd, a company established under the laws of People’s Republic of China Pursuant to the Agreement, the Company agreed to acquire 100% of the capital stock of Yin Hang in exchange for the issuance of 4,680,000 shares of Company’s common stock, par value $0.0001 per share. Pursuant to the terms of the Agreement, all Acquisition Shares shall be locked up for one year upon issuance and Yin Hang’s investor may sell up to 2% of the Acquisition Shares after such lock-up period. Further to the supplementary agreement dated March 28, 2017, as a reward for the aiding of acquisition, the Company also agreed to issue 320,000 additional shares of the Common Stock to a third party, Yu Yang.

 

 6 

 

 

 

Details of the Company’s wholly owned subsidiaries and its Affiliated PRC Entity as of March 31, 2017 are as follows:

 

Company   Date of Establishment     Place of Establishment   Percentage of Ownership by the Company     Principal Activities
Consumer Capital Group Inc. (“CCG California”)     October 14, 2009     California USA     100 %   U.S. holding company and headquarters of the consolidated entities. Commencing in July 2011, CCG performs the U.S. e-commerce operations.
Arki Beijing Ecommerce Technology Corp. (“Arki Beijing”)     March 6, 2008     PRC     100 %(1)   Maintains the various computer systems, software and data. Owns the intellectual property rights of the “consumer market network”. Performed principal ecommerce operations prior to December 2010.
America Pine Beijing BioTech, Inc. (“America Pine Beijing”)     March 21, 2007     PRC     100 %(1)   Import and sales of healthcare products from the PRC. This operation ceased February 5, 2010. It currently assists in payment collection for our e-commerce business.
America Arki Fuxin Network Management Co. Ltd.
(“Arki Fuxin”)
    November 26, 2010     PRC     100 %(1)   Commencing in December 2010, performs the principal daily e-commerce operations, transactions and management of the “consumer market network”.
America Arki Network Service Beijing Co. Ltd. (“Arki Network Service” and Affiliated PRC Entity”)     November 26, 2010     PRC     0 %(2)   Entity under common control through relationships between Fei Gao and the Company. Holds the business license and permits necessary to conduct e-commerce operations in the PRC and maintains compliance with applicable PRC laws.
Yin Hang Financial Information  Service (Shanghai) Co., Ltd (“Yin Hang”)     November 22, 2013     PRC     100 %(1)   Collects service fees calculated based on the complexity, required time, contents and commercial value of the credit risks assessment services provided to the lenders and borrowers on a third party peer to peer (“P2P”) online lending platform.
Arki Tianjin Asset management LLP. (“Arki Tianjin”)     October 22, 2015     PRC     51 %(3)   Offer assets management, management consulting, internet information service as well as advertising design, production, agent, publishing.

 

(1) Wholly foreign owned entities (WFOE)
(2) VIE
(3) Arki Network Service owned entities

 

 7 

 

 

Details of the Company’s wholly owned subsidiaries and its Affiliated PRC Entity as of December 31,2016 are as follows:

  

Company   Date of Establishment     Place of Establishment   Percentage of Ownership by the Company     Principal Activities
Consumer Capital Group Inc. (“CCG California”)     October 14, 2009     California
USA
    100 %   U.S. holding company and headquarters of the consolidated entities. Commencing in July 2011, CCG performs the U.S. e-commerce operations.
Arki Beijing Ecommerce Technology Corp. (“Arki Beijing”)     March 6, 2008     PRC     100 %(1)   Maintains the various computer systems, software and data. Owns the intellectual property rights of the “consumer market network”. Performed principal ecommerce operations prior to December 2010.
America Pine Beijing BioTech, Inc. (“America Pine Beijing”)     March 21, 2007     PRC     100 %(1)   Import and sales of healthcare products from the PRC. This operation ceased February 5, 2010. It currently assists in payment collection for our e-commerce business.
America Arki Fuxin Network Management Co. Ltd.
(“Arki Fuxin”)
    November 26, 2010     PRC     100 %(1)   Commencing in December 2010, performs the principal daily e-commerce operations, transactions and management of the “consumer market network”.
America Arki Network Service Beijing Co. Ltd. (“Arki Network Service” and Affiliated PRC Entity”)     November 26, 2010     PRC     0 %(2)   Entity under common control through relationships between Fei Gao and the Company. Holds the business license and permits necessary to conduct e-commerce operations in the PRC and maintains compliance with applicable PRC laws.
Shanghai Zhonghui Financial Inforrnational Services LTD.
(“Shanghai Zhonghui”)
    May 26, 2014     PRC     50.82 %(3)   Offer financing and investment opportunities for small to medium sized business and investors, including outsource of financial information technologies, investment management, investment consulting, as well as other related asset management services in China.
Arki Tianjin Asset management LLP. (“Arki Tianjin”)     October 22, 2015     PRC     51 %(3)   Offer assets management, management consulting, internet information service as well as advertising design, production, agent, publishing.

 

(1) Wholly foreign owned entities (WFOE)
(2) VIE
(3) Arki Network Service owned entities

 

In order to comply with the PRC law and regulations which prohibit foreign control of companies involved in internet content, the Company operates its website using the licenses and permits held by Arki Network Service, a 100% PRC owned entity. The equity interests of Arki Network Service are legally held directly by Mr. Jianmin Gao and Mr. Fei Gao, shareholders and directors of the Company. The effective control of Arki Network Service is held by Arki Beijing and Arki Fuxin through a series of contractual arrangements (the “Contractual Agreements”). As a result of the Contractual Agreements, Arki Beijing and Arki Fuxin maintain the ability to control Arki Network Service, and are entitled to substantially all of the economic benefits from Arki Network Service and are obligated to absorb all of Arki Network Service’ expected losses. Therefore, the Company consolidates Arki Network Service in accordance with SEC Regulation SX-3A-02 and Accounting Standards Codification (“ASC”) 810, Consolidation.

 

The following is a summary of the Contractual Agreements of the Company’s VIE structure:

 

LOAN AGREEMENT

 

The shareholders of Arki Network Service, namely Mr. Jianmin Gao and Mr. Fei Gao, entered into a loan agreement with Arki Fuxin on February 3, 2011. Under this loan agreement, Arki Fuxin granted an interest-free loan of RMB 1.0 million to Mr. Jianmin Gao and Mr. Fei Gao, collectively, for their capital contributions to Arki Network Service, as required by the PRC. The term of the loan is for ten years from the date of execution until the date when Arki Fuxin requests repayment. Arki Fuxin may request repayment of the loan with 30 days advance notice. The loan is not repayable at the discretion of the shareholders and is eliminated upon consolidation.

 

 8 

 

 

EXCLUSIVE CALL OPTION AGREEMENT

 

The shareholders of Arki Network Service entered into an option agreement with Arki Fuxin on February 3, 2011, under which the shareholders of Arki Network Service jointly and severally granted to Arki Fuxin an option to purchase their equity interests in Arki Network Service. The purchase price will be set off against the loan repayment under the loan agreement. Arki Fuxin may exercise such option at any time until it has acquired all equity interests of Arki Network Service or freely transferred the option to any third party and such third party assumes the rights and obligations of the option agreement.

 

EXCLUSIVE BUSINESS COOPERATION AGREEMENT

 

Arki Fuxin and Arki Network Service entered into an exclusive business cooperation agreement deemed effective on November 26, 2010, under which Arki Network Service engages Arki Fuxin as its exclusive provider of technical support, consulting services, maintenance and other commercial services. Arki Network Service shall pay to Arki Fuxin service fees determined based on the net income of Arki Network Service and are eliminated upon consolidation. Arki Fuxin shall exclusively own any intellectual property arising from the performance of this agreement. This agreement has a term of ten years from the effective date and can only be terminated mutually by the parties in a written agreement. During the term of the agreement, Arki Network Service may not enter into any agreement with third parties for the provision of identical or similar service without the prior consent of Arki Fuxin.

 

SHARE PLEDGE AGREEMENT

 

The shareholders of Arki Network Service entered into a share pledge agreement with Arki Fuxin on February 3, 2011 under which the shareholders pledged all of their equity interests in Arki Network Service to Arki Fuxin as collateral for all of the payments due to Arki Fuxin and to secure their obligations under the above agreements. The shareholders of Arki Network Service may not transfer or assign the shares or the rights and obligations in the share pledge agreement or create or permit any pledges which may have an adverse effect on the rights or benefits of Arki Fuxin without Arki Fuxin’s preapproval. Arki Fuxin is entitled to transfer or assign in full or in part the shares pledged. In the event of default, Arki Fuxin as the pledge, will be entitled to request immediate repayment of the loan or to dispose of the pledged equity interests through transfer or assignment.

 

POWER OF ATTORNEY

 

The shareholders of Arki Network Service entered into a power of attorney agreement with Arki Fuxin effective on November 26, 2010 under which the shareholders irrevocably appointed Arki Beijing and Arki Fuxin to vote on their behalf on all matters they are entitled to vote on, including matters relating to the transfer of any or all of their respective equity interests in the entity and the appointment of the chief executive officer and other senior management members.

  

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

RECLASSIFICATIONS

 

Certain prior year balances were reclassified to conform to the current period's presentation with consideration of reflecting Shanghai Zhonghui business as discontinued operations. These reclassifications had no impact on net earnings and financial position.

 

 9 

 

 

PRINCIPLES OF CONSOLIDATION

 

The consolidated financial statements of 2016 include the accounts of the Company and its wholly-owned subsidiaries based in the PRC, which include America Pine Beijing, Arki Beijing, Arki Fuxin, and 51% majority ownership in Arki Tianjin. The consolidated financial statements of 2015 include the accounts of the Company and its wholly-owned subsidiaries based in the PRC, which include America Pine Beijing, Arki Beijing, Arki Fuxin, 50.82% majority ownership in Shanghai Zhonghui, and 51% majority ownership in Arki Tianjin. As a result of contractual arrangements with Arki Network Service, the Company consolidates Arki Network Service in accordance with SEC Regulation SX-3A-02 and Accounting Standards Codification (“ASC”) 810, Consolidation. All intercompany balances and transactions have been eliminated in consolidation.

 

USE OF ESTIMATES

 

The preparation of consolidated financial statements in conformity with US GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

FOREIGN CURRENCY TRANSLATION

 

The Company’s reporting currency is the U.S. dollar. The Company’s functional currency is the local currency in the PRC, the Chinese Yuan (RMB). The financial statements of the Company are translated into United States dollars in accordance with ASC 830, Foreign Currency Matters, using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income.

 

In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into US $ using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in investors’ equity as part of accumulated other comprehensive income.

  

   March 31,   December 31, 
   2017   2016 
Balance sheet items, except for the equity accounts    6.8918    6.9458 
Items in the statements of income and comprehensive loss and statement of cash flow    6.8900    6.9475 

  

REVENUE RECOGNITION

 

We recognize revenue from product sales or services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured.

 

 10 

 

 

E-commerce Revenue Recognition

 

We evaluate whether it is appropriate to record the net amount of sales earned as commissions. We are not the primary obligor nor are we subject to inventory risk as the agreements with our suppliers specify that they have the responsibility to provide the product or service to the customer. Also, the amounts we earn from our vendors/suppliers is based on a fixed percentage and bound contractually. Additionally, the Company does not have any obligation to resolve disputes between the vendors and the customers that purchase the products on our website. Any disputes involving damaged, non-functional, product returns, and/or warranty defects are resolved between the customer and the vendor. The Company has no obligation for right of return and/or warranty for any of the sales completed using its website. Since we are not primarily obligated and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, we record our revenues as commissions earned on a net basis.

 

Our sales are net of promotional discounts and rebates and are recorded when the products are shipped and title passes to customers. Revenues are recorded net of sales and consumption taxes. We periodically provide incentive offers to our customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases, inducement offers, such as daily sweepstakes reward opportunities that is based on volume of purchases, and other similar offers. Current discount offers and inducement offers are presented as a net amount in “Net revenues.”

 

We record deferred revenue when cash is received in advance of the performance of services or delivery of goods. Deferred revenue is also recorded to account for the seven day grace period offered to customers for potential product disputes, if any.

 

Servicing fee income

 

Borrowers typically pay us a servicing fee on each payment received. The service fees compensate us for the costs we incur in servicing the related loan, including managing funding from investors, payments to investors and maintaining borrower’ account portfolios. We record servicing fees paid by borrower as a component of operating revenue when received.

 

Yin Hang provides credit risks assessment services to the borrowers and lenders on a third party P2P online lending platform. The service fees calculated based on complexity, required time, contents and commercial value of the coordination services between borrowers and lenders and are collected when the loan agreements are signed completely by all parties but before releasing the money to the borrowers.

 

Interest income on loans

 

Interest on loan receivables is accrued monthly in accordance with their contractual terms and recorded in accrued interest receivable. The Company does not charge prepayment penalty from customers.

 

DISCONTINUED OPERATIONS

 

“Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” was effective for the Company during the three months ended December 31, 2017. The amendments contained in this update change the criteria for reporting discontinued operations and enhance the reporting requirements for discontinued operations. Under the revised standard, a discontinued operation must represent a strategic shift that has or will have a major effect on an entity’s operations and financial results. Examples could include a disposal of a major line of business, a major geographical area, a major equity method investment, or other major parts of an entity. The revised standard also allows an entity to have certain continuing cash flows or involvement with the component after the disposal. Additionally, the standard requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The Company accounted for the sales of Shanghai Zhonghui during 2016 as a discontinued operation pursuant to this standard. Refer to Note 15 for additional details.

 

REWARD PROGRAMS

 

Reward Programs are limited to customers residing in China. Customers may earn reward points from the purchase of merchandise and services from the Company. Points are earned based on the amount and types of merchandise and services purchased. Customers residing in China may redeem the reward points for drawings into our daily “Lucky Drawing” sweepstakes for chances to win cash prizes or used for other promotion programs conducted by vendors. In addition, customers may attain a tiered membership status based on the value of merchandise and services purchased over the past twelve months. Membership status entitles the holder to certain discounts on future purchases of selected items on our website. The Company accrue for the estimated cost of redeeming the benefits at the time the benefits are earned by the customer. These benefit expenses for the three months ended March 31, 2017 and 2016 were nil, respectively, and will record as selling expenses if they happen in future.

 

 11 

 

 

NON-CONTROLLING INTEREST

 

Noncontrolling interests in our subsidiary is recorded as a component of our equity, separate from the parent’s equity. Purchase or sales of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the noncontrolling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

 

COMPREHENSIVE INCOME (LOSS)

 

Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, Accounting Standards Codification (ASC) 220, Comprehensive Income, requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For the years presented, the Company’s comprehensive income (loss) includes net income (loss) and foreign currency translation adjustments and is presented in the consolidated statements of operations and comprehensive income (loss).

 

INCOME TAXES

 

Provisions for federal, state, and non-U.S. income taxes are calculated on reported earnings before income taxes based on current tax law and also include, in the current period, the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provisions differ from the amounts currently receivable or payable because certain items of income and expense are recognized in different time periods for financial reporting purposes than for income tax purposes. Significant judgment is required in determining income tax provisions and evaluating tax positions.

 

The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on our tax return. To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Tax-related interest and penalties are classified as a component of income tax expense.

 

We have implemented certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of January 1, 2007, and have analyzed filing positions in each of the People’s Republic of China (“PRC”) jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the PRC as our “major” tax jurisdiction. Generally, we remain subject to PRC examination of our income tax returns annually. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. Our tax provision for interim periods is determined using an estimate of our annual effective tax rate based on rates established within the PRC and, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment.

 

 12 

 

 

EARNINGS (LOSS) PER SHARE

 

We calculate basic earnings (loss) per share by dividing our net loss by the weighted average number of common shares outstanding for the period, without considering common stock equivalents. Diluted EPS is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents, such as options and warrants. Options and warrants are only included in the calculation of diluted EPS when their effect is not anti-dilutive.

 

CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents consist of bank deposits with original maturities of three months or less, all of which are unrestricted as to withdrawal and uninsured. Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the U.S. Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

 

LOAN RECEIVABLE

 

Loan receivable primarily represents the principle of loan lent to the borrowers. Management regularly reviews aging of loan receivables and changes in payment trends and records allowance when management believes collection of amounts due are at risk. Loan receivables considered uncollectible are written off after exhaustive efforts at collection.

 

ALLOWANCE FOR LOAN LOSSES

 

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Company’s past loan loss history, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

 

The Company calculates the provision amount as below:

 

1. General Reserve - is based on total loan receivable balance and to be used to cover unidentified probable loan loss. The General Reserve is required to be no less than 1% of total loan receivable balance.
   
2. Special Reserve - is fund set aside covering losses due to risks related to a particular country, region, industry, borrower or type of loans. The reserve rate could be decided based on management estimate of loan collectability.

 

INTEREST RECEIVABLE

 

Interest receivable represents the amount of interest that has been earned as of the balance sheet date, but which has not yet been received in cash. Management regularly reviews aging of interest receivables and changes in payment trends and records allowance when management believes collection of amounts due are at risk. Interest receivable considered uncollectible are written off after exhaustive efforts at collection.

 

DEFERRED COST

 

Deferred cost represents the deferred service charge paid or payable to a related party which is calculated based on the service fee the Company received.

 

 13 

 

 

LOANS FROM INDIVIDUALS

 

Loans from individuals primarily represent the principle of lending funds received from the individuals through the Company’s internet platform. The interest rates of such loans are 8% - 18% per annum with a term lasting from 6 months to one year.

 

PROPERTY AND EQUIPMENT, NET

 

Property and equipment is recorded at cost and consists of computer equipment, office equipment and furniture and is depreciated using the straight-line method over the estimated useful lives of the related assets (generally three years or less). Costs incurred for maintenance and repairs are expensed as incurred and expenditures for major replacements and improvements are capitalized and depreciated over their estimated remaining useful lives.

 

INTANGIBALE ASSEST, NET

 

Intangible assets, comprising intellectual property rights (the credit risks assessment system), which are separable from property and equipment, are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of 20 years.

 

IMPAIRMENT OF LONG-LIVED ASSETS

 

We evaluate long-lived assets for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate their net book value may not be recoverable. When these events occur, we compare the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company’s management currently believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products will continue. Either of these could result in the future impairment of long-lived assets. As of March 31, 2017 and December 31, 2016, the Company has not experienced impairment losses on its long-lived assets for both the continuing and discontinued operations. However, there can be no assurances that demand for the Company’s products or services will continue, which could result in an impairment of long-lived assets in the future.

 

SEGMENT REPORTING

 

The Company follows ASC 280, Segment Reporting. The Company’s chief operating decision maker, who has been identified as the executive chairman of the board of directors and the chief executive officer, reviews the individual results of the e-commerce and distribution businesses when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, the Company has two reportable segments before the disposition of the Company’s distribution business. The Company’s operating businesses are organized and based on the nature of markets and customers. As the Company’s long-lived assets are substantially all located in the PRC and substantially all the Company’s revenues are derived from within the PRC, no geographical segments are presented.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

ASC Topic 825, “Financial Instruments” (“Topic 825”), requires disclosure of fair value information of financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Topic 825 excludes certain financial instruments and all nonfinancial assets and liabilities from its disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company.

 

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

Fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

 14 

 

 

The carrying value of cash and cash equivalents, accounts receivable, advance to suppliers, prepaid expenses, other receivables, other assets, account payable, accrued liabilities, other payables, convertible note and short term debt approximates their fair value due to their short-term maturities.

 

The Company’s Level 3 valuation relates to derivative liabilities measured using management's estimates of fair value as well as other significant inputs, such as volatility and risk free interest rate, which may be unobservable.

 

The Company has determined the estimated fair value amounts presented in these financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

 

DEBT DISCOUNT

 

The Company records debt discounts in connection with raising funds through the issuance of debt. These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

 

CONCENTRATION OF CREDIT RISK

 

Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents, and accounts receivable. The maximum exposure of such assets to credit risk is their carrying amounts as of the balance sheet dates. As of March 31, 2017 and December 31, 2016, substantially all of the Company’s cash and cash equivalents were deposited in financial institutions located in the PRC, which management believes are of high credit quality. Management believes the credit risk on bank deposits is limited because the counterparties are banks with high credit-ratings assigned by international credit rating agencies, or state-owned banks in China. Cash includes cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC and the United States of America. Balances at financial institutions or state owned banks within the PRC are not covered by insurance. Non-performance by these institutions could expose the Company to losses for amounts in excess of insured balances. As of March 31, 2017 and December 31, 2016, our bank balances with the banks in U.S. amounted to $536 and $119,569 which are under the U.S. Federal depository insurance coverage of $250,000, respectively. As of March 31, 2017 and December 31, 2016, our bank balances with the Banks in the PRC amounted to $ 879,152 and $1,460,640, respectively, which are uninsured and subject to credit risk. We have not experienced nonperformance by these institutions.

 

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, loan receivable from borrowers and the related accrued interest receivable. As of March31, 2017, the Company has three significant borrowers, which accounted for 63% of total loan receivable balance. The aforementioned borrowers paid service fee and interest regularly according to the contract during the reporting period, and the Company believed that the default risk from this borrower is low in the foreseeable future.

 

CURRENCY CONVERTIBILITY RISK

 

We transact all of our business in RMB, which is not freely convertible into foreign currencies. On January 1, 1994, the PRC government abolished the dual rate system and introduced a single rate of exchange as quoted daily by the People’s Bank of China (the “PBOC”). However, the unification of the exchange rates does not imply that the RMB may be readily convertible into U.S. dollars or other foreign currencies. All foreign exchange transactions continue to take place either through the PBOC or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the PBOC.

 

Approval of foreign currency payments by the PBOC or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.

 

Additionally, the value of the RMB is subject to changes in central government policies and international economic and political developments affecting supply and demand in the PRC foreign exchange trading system market.

 

FOREIGN CURRENCY EXCHANGE RATE RISK

 

From July 21, 2005, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. While the international reaction to the RMB appreciation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against the U.S. dollar.

 

BUSINESS RISK

 

Foreign ownership of Internet-based businesses is subject to significant restrictions under current PRC laws and regulations. Foreign investors are not allowed to own more than a 50% equity interest in any entity with an Internet content distribution business. Currently, the Company conducts its operations in China through a series of contractual arrangements entered into among Arki (Beijing) E-Commerce Technology Corp., America Arki (Fuxin) Network Management Co. Ltd. and America Arki Network Service Beijing Co., Ltd. The relevant regulatory authorities may find the current ownership structure, contractual arrangements and businesses to be in violation of any existing or future PRC laws or regulations. If so, the relevant regulatory authorities would have broad discretion in dealing with such violations.

 

 15 

 

 

LITIGATION

 

From time to time, we may become involved in disputes, litigation and other legal actions. We estimate the range of liability related to any pending litigation where the amount and range of loss can be estimated. We record our best estimate of a loss when the loss is considered probable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, we record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated.

 

RELATED PARTY TRANSACTIONS

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities including such person’s immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

NOTE 3 - RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS

 

In January 2016, the FASB has issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition and measurement of financial instruments. The new guidance makes targeted improvements to existing U.S. GAAP by: (1) requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (2) Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; (3) Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and. (4) Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In April 2016, the FASB released ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. While aimed at reducing the cost and complexity of the accounting for share-based payments, the amendments are expected to significantly impact net income, EPS, and the statement of cash flows. Implementation and administration may present challenges for companies with significant share-based payment activities. The ASU is effective for public companies in annual periods beginning after December 15, 2016, and interim periods within those years. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In April 2016, FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

 16 

 

  

In May 2016, the FASB issued ASU No. 2016-11 Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815); Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, which is rescinding certain SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities—Oil and Gas, effective upon adoption of Topic 606. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In May 2016, FASB issued ASU No. 2016-12—Revenue from Contracts with Customers (Topic 606); Narrow-Scope Improvements and Practical Expedients, which is intended to not change the core principle of the guidance in Topic 606, but rather affect only the narrow aspects of Topic 606 by reducing the potential for diversity in practice at initial application and by reducing the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to provide guidance on the presentation and classification of certain cash receipts and cash payments on the statement of cash flows. The guidance specifically addresses cash flow issues with the objective of reducing the diversity in practice. The guidance will be effective for the Company in fiscal year 2018, but early adoption is permitted. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interest Held through Related Parties That Are under Common Control, to provide guidance on the evaluation of whether a reporting entity is the primary beneficiary of a VIE by amending how a reporting entity, that is a single decision maker of a VIE, treats indirect interests in that entity held through related parties that are under common control. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows: Restricted Cash". The amendments address diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendment is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

 

 17 

 

 

NOTE 4 - PREPAID EXPENSES

 

Prepaid expenses consisted of the following as of March 31, 2017 and December 31, 2016:

 

   March 31,   December 31, 
   2017   2016 
Prepaid website services  $-   $83,898 
Prepaid rent   1,200    1,200 
           
Total prepaid expenses  $-   $85,098 

 

NOTE 5 - LOAN RECEIVABLES, NET

 

The monthly interest rates on loan issued range from 8% to 30% for the three months ended March 31, 2016.

 

As of March 31, 2017 and December 31, 2016, the total loan receivables balance was $688,856 and $683,496, and 63% and nil of the loan receivables were issued to three third-party small business borrowers.

 

Loan receivables consisted of the following as of March 31, 2017 and December 31, 2016:

 

   March 31,   December 31, 
   2017   2016 
Loan receivables  $688,856   $683,496 
           
Allowance for impairment losses   -    - 
Collectively assessed   34,443    - 
Individually assessed   -    - 
Total allowance for loan losses   -    - 
           
Loan receivables, net  $654,413   $683,496 

 

The loans primarily consist of factoring loans. According to the outstanding contracts during the reporting period, the maturity terms ranged from 3 months to 6 months. For the three months ended March 31, 2017 and the year ended December 31, 2016, the Company believed that all loans can be collected and therefore no allowance for loan losses is provided.

 

The following table represents the aging of loan receivables as of March 31, 2017:

 

   1-89 
days 
past due
   90-179 
days 
past due
   180-365 
days 
past due
   Over 1
year
past due
   Total 
past due
  

 

Current

   Total 
Loans
 
Loans from individuals  $   -   $251,583   $   -   $  -   $  -   $402,830   $654,413 

  

 18 

 

 

NOTE 6 - ALLOWANCE FOR LOAN LOSSES

 

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Company’s past loan loss history, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

 

The allowance is calculated at portfolio-level since our loans portfolio is typically of smaller balance homogenous loans and is collectively evaluated for impairment.

 

Finally, as appropriate, the Company also considers individual borrower circumstances and the condition and fair value of the loan collateral, if any.

 

While management uses the best information available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance.

 

The following tables present the activity in the allowance for loan losses and related recorded investment in loans receivable by classes of the loans individually and collectively evaluated for impairment as of and for the three months ended March 31, 2017 and the year ended December 31, 2016:

 

   March 31,   December 31, 
   2017   2016 
Loan at end of period  $688,856   $683,496 
Provisions   34,443    - 
Ending balance  $654,413   $683,496 

  

The loans primarily consist of factoring loans. According to the outstanding contracts during the reporting period, the maturity terms ranged from 3 months to 6 months. For the three months ended March 31, 2017 and the year ended December 31, 2016, the Company believed that all loans can be collected and therefore no allowance for loan losses is provided.

 

For the three months ended March 31, 2017 and the year ended December 31, 2016, provision for loan losses was $34,443 and nil, respectively.

 

NOTE 7 - LOAN IMPAIRMENT

 

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for corporate and personal loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.

  

 19 

 

 

An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. Currently, estimated fair values of substantially all of the Company’s impaired loans are measured based on the estimated fair value of the loan’s collateral which approximates to the carrying value due to the short term nature of the loans.

 

Loans with modified terms are classified as troubled debt restructurings if the Company grants such borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring generally involve a temporary below market rate reduction in interest rate or an extension of a loan’s stated maturity date. Non-accrual troubled debt restructurings are restored to accrual status if principal and interest payments, under the modified terms, are current for six consecutive months after modification. Loans classified as troubled debt restructurings are designated as impaired.

 

For the three months ended March 31, 2017 and years ended December 31, 2016, loan impairment was nil and nil, respectively.

 

NOTE 8 - OTHER RECEIVABLES

 

Other receivables consist of the following as of March 31, 2017 and December 31, 2016:

 

   March 31,   December 31, 
   2017   2016 
Advances to unrelated third-parties  $2,324,061   $2,913,273 
Other deposits   -    417,855 
   $2,324,061   $3,331,128 

 

NOTE 9 - PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following as of March 31, 2017 and December 31, 2016:

 

   March 31,   December 31, 
   2017   2016 
Office equipment & computers   112,016   $40,233 
Equipment   50,635    59,060 
Office furniture & fixtures   274    62,560 
Motor vehicles   20,710    20,710 
    183,635    182,563 
Less: accumulated depreciation   (87,735)   (80,738)
Total property & equipment, net   95,900   $101,825 

 

For the three months ended March 31, 2017 and 2016, depreciation expense from the continuing operations was $6,391 and $5,130, respectively.

 

NOTE 10 - INTANGIBLE ASSETS, NET

 

   March 31,   December 31, 
   2017   2016 
Credit risks assessment system  $1,741,200   $1,727,912 
           
Less: accumulated amortization   (297,455)   (273,586)
Total intangible assets, net  $1,443,745   $1,454,326 

 

The Company obtained the intangible assets from the acquisition of business - Yin Hang. As of December 31, 2016, all of Yin Hang’s intangible assets are held by the Company. No significant residual value is estimated for these intangible assets. Amortization expense for the period from December 1, 2016 (date of acquisition) to December 31, 2016 totaled $7,199. For the three months ended March 31, 2017 and 2016, the Company recorded 7,199 and nil impairment respectively on the intangible asset - credit risks assessment system.

 

 20 

 

 

NOTE 11 - LOANS FROM INDIVIDUALS

 

The individuals can invest in loans that are offered through the Company’s marketplace and network. All the loans have maturities from six months to one year and with corresponding interest rates varying from 8% to 18%.

 

Loan from individuals consisted of the following as of March 31, 2017 and December 31, 2016:

 

    March 31,     December 31,  
    2017     2016  
Loan from individuals   $ 2,289,678     $ 2,332,330  

 

NOTE 12 - PAYABLE TO SHAREHOLDER

 

Caesar Capital Management Ltd. (“Caesar”) a shareholder of the Company, advanced $101,912 and $ 102,035 to the Company as of March 31, 2017 and December 31, 2016, respectively. The payable to Caesar Capital Management Ltd. included amount due from Caesar of $117,767 and amount due to Caesar of $15,855 as of March 31, 2017, and amount due Caesar of $117,767 and amount due to Caesar of $15,732 as of December 31, 2016. The loan payables were borrowed by the Company for operating purposes, without collateral, and were due between July 2013 to November 2013, and with an annual interest rate of 6%. On July 1, 2013, the Company entered into an agreement with Caesar Capital Management Ltd. which extends or amends the maturity date for all the existing loans between the Company and Caesar Capital Management Ltd. The loans became due on demand and the Company was not charged any late payment penalty. Interest expenses of nil and nil have been accrued for the years ended March 31, 2017 and December 31, 2016, respectively.

 

 21 

 

 

The embedded conversion feature qualified for liability classification at fair value. As a result, the Company recorded debt discounts of $30,991 to Asher Note 1 and $42,500 to Asher Note 2 at the dates the notes became convertible. In connection with the default of Asher Note 1 and 2, the increased principal of the two notes also contained embedded conversion feature. Accordingly, a debt discount of $31,250 was recorded on the Default Date. The initial carrying value of the Convertible Debt is accreted to its stated amount on maturity using the effective interest method. Amortization of the discount was recorded as a component of interest expense in the statements of operations and comprehensive income. Amortization of debt discount amounted to $104,741 and $0 for the years ended December 31, 2014 and 2013, respectively. Contractual interest expense for the two Asher convertible notes amounted to $6,540 and $4,168 for the year ended December 31, 2014 and 2013, respectively.

 

The Company recorded debt discount relating to its derivative debt to the extent of gross proceeds raised in its debt financing transactions, and immediately expensed the remaining value of the derivative if it exceeded the gross proceeds of the note. The Company recorded a derivative expense of $117,006 and $0 for the years ended December 31, 2014 and 2013, respectively. The derivative expense was included in change in fair value of derivative liabilities in the consolidated statements of comprehensive loss.

 

As of December 31, 2014, the principal and interest of Asher Note 1 have been fully converted into 325,190 common shares of the Company. The balance of Asher Note 2 was $63,750 as of December 31, 2014 based on the effective interest method and was fully converted into the Company’s common stock subsequent to December 31, 2014.

 

During the period from February 25, 2015 to March 11, 2015, Asher Enterprises fully converted $63,750 of Asher Note 2 and associated interest of $3,400 into 414,361 shares of common stock at conversion price in the range from $0.1334 to $0.2127 per share.

 

As of March 31, 2017 and December 31, 2016, the balance of the convertible notes is nil and nil, respectively.

 

 22 

 

 

NOTE 13 - DISCONTINUED OPERATIONS

 

In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as a component of net income (loss) separate from the net income (loss) of continued operations in accordance with ASC 205-20-45.

 

On December 28, 2016, the Company and Yanbian Yaotian Gas Group Co.,Ltd,(the “Purchaser”) a company incorporated under the laws of the People’s Republic of China, entered into a definitive agreement to sell all of its interests in Shanghai Zhonghui for nil consideration. As of December 31, 2016, the results of operations of Shanghai Zhonghui business are reflected in the Company’s consolidated financial statements as “discontinued operations”.

 

The disposal represents a strategic shift and has a major effect on the Company’s results of operations. The disposed entities are accounted as discontinued operations in the consolidated financial statements for the years ended March 31, 2017 and December 31, 2016. A gain of $1,355,432 was recognized on the disposal, which is determined based on the total consideration of nil, the fair value of the remaining 50.82% equity interest in Shanghai Zhonghui of $1,355,432.

 

The significant items included within discontinued operations are as follow:

 

   For the three months Ended
March 31,
 
   2017   2016 
         
Revenue  $   -   $503,034 
Cost of revenue   -    - 
Business taxes and surcharge   -    (28,421)
Operating expenses   -    (647,547)
Operating loss from discontinued operations   -    (172,934)
Other expense   -    - 
Provision for loan losses   -    42,051 
           
Lossfrom discontinued operations before income taxes   -    (214,985)
Provision for income taxes   -    - 
Loss from discontinued operations before income taxes  $-   $(214,985)

 

 23 

 

 

Assets and liabilities of discontinued operations are comprised of the following:

 

   March 31,   December 31, 
   2017   2016 
Cash and cash equivalent  $-   $12,458 
Interest receivable   -    13,879 
Deferred cost   -    185,316 
Prepaid expenses   -    4,463 
Loan receivable, net   -    39,476,189 
Other receivables   -    870,292 
Current assets of discontinued operations   -    40,562,597 
Deferred tax assets   -    - 
Property and equipment, net   -    57,689 
Goodwill   -    - 
Non-current assets of discontinued operations   -    57,689 
Total assets of discontinued operations  $-   $40,620,286 
           
Accrued liabilities   -    53,518 
Accrued interest payable   -    - 
Loan from individuals   -    40,948,232 
Tax payable   -    1,047,842 
Due to related party   -    523,889 
Other payables   -    - 
Deferred revenue   -    714,069 
Total liabilities of discontinued operations  $-   $43,287,550 

 

Related parties transactions from discontinued operations

 

a) Related parties:

 

Name of related parties   Relationship with the Company
Shanghai Huirong Asset Management Ltd. (“Huirong”)   Common Director, Hanzhen Li, between Shanghai Zhonghui Financial Service Information Co., Ltd. and Shanghai Huirong Asset Management Ltd.
Arki Tianjin Asset management LLP. (“Arki Tianjin”)   Subsidiary of the Company, Arki Network Service owned entities

 

b) The Company had the following related party balances at of March 31, 2017 and December 31, 2016:

 

   March 31,   December 31, 
   2017   2016 
Due to related party:        
Huirong  $   -   $235,947 
Arki Tianjin   -    287,942 
   $-   $523,889 

 

 24 

 

 

NOTE 14 - BUSINESS ACQUISITION

 

On December 1, 2016, the Company through its variable interest entity, America Arki Network Service Beijing Co., Ltd entered into certain Share Exchange Agreement with Yin Hang Financial Information Service (Shanghai) Co., Ltd, a company established under the laws of People’s Republic of China Pursuant to the Agreement, the Company agreed to acquire 100% of the capital stock of Yin Hang in exchange for the issuance of 4,680,000 shares of Company’s common stock, par value $0.0001 per share. Pursuant to the terms of the Agreement, all Acquisition Shares shall be locked up for one year upon issuance and Yin Hang’s investor may sell up to 2% of the Acquisition Shares after such lock-up period. Further to the supplementary agreement dated March 28, 2017, as a reward for the adding of acquisition, the Company also agreed to issue 320,000 additional shares of the Common Stock to a third party, Yu Yang.

 

The aggregate consideration paid by the Company in Yin Hang acquisition was 4,680,000 shares and 320,000 of Company’s common stock with stock price $0.51 at the acquisition date of December 1, 2016 to Yin Hang and shareholder Yu Yang, respectively. The fair value of shares exchanged for acquisition totaled $2,550,000.

 

The following table summarizes the purchase price allocation for Yin Hang and the amounts of the assets acquired and liabilities assumed which were based on their estimated fair values as of December 31, 2016

 

Cash and cash equivalents  $16,829 
Prepayment   83,898 
Deposit and other receivables   2,775,568 
Due from a related company   205,591 
Property and equipment, net   54,659 
Intangible assets   1,454,326 
Other payables and accruals   (156,919)
Taxes payable   (351,714)
Net assets  $4,082,238 

 

The operating results of Yin Hang have been included in the Company’s consolidated financial statements since December 1, 2016, the acquisition date. Intangible assets represent Credit risks assessment system with an estimated useful life of 20 years

 

The Yin Hang acquisition was accounted for under the acquisition method of accounting, which requires, among other things, that the Company allocate the purchase price to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The following table summarized the allocation of the Yin Hang purchase price to the fair value of assets acquired and liabilities assumed.

 

   Fair value 
Purchase price:    
Fair value of common stock exchanged (5,000,000 shares @ $0.51)  $2,550,000 
      
Allocation of purchase price to net assets acquired:     
Net assets acquired as of December 31, 2016   (4,082,238)
Net loss for the period from December 1 to December 31, 2016   (61,481)
      
Bargain purchase gain  $1,593,719 

 

 25 

 

 

NOTE 15 - TAXATION

 

United States

 

Consumer Capital Group Inc. was incorporated in United States, and is subject to corporate income tax rate of 34%.

 

The People's Republic of China (PRC)

 

Arki Beijing E-commerce Technology Corp. was incorporated in the People’s Republic of China and subject to PRC income tax at 25%. The Company did not generate taxable income in the People’s Republic of China for the three months ended March 31, 2017 and 2016 respectively.

 

America Pine Beijing Bio-Tech, Inc. was incorporated in the People’s Republic of China and subject to PRC income tax at 25%. The Company did not generate taxable income in the People’s Republic of China for three months ended March 31, 2017 and 2016 respectively.

 

America Arki (Fuxin) Network Management Co. Ltd. was incorporated in the People’s Republic of China and subject to PRC income tax at 25%. The Company did not generate taxable income in the People’s Republic of China for the three months ended March 31, 2017 and 2016 respectively.

 

America Arki Network Service Beijing Co. Ltd. was incorporated in the People’s Republic of China and subject to PRC income tax at 25%. The Company did not generate taxable income in the People’s Republic of China for three months ended March 31, 2017 and 2016 respectively.

 

Yin Hang Financial Information Service (Shanghai) Co., Limited was incorporated in the People’s Republic of China and subject to PRC income tax at 25%. The Company did not generate taxable income in the People’s Republic of China for the three months ended March 31, 2017 and the period from December 1, 2016 (date of acquisition) to December 31, 2016.

 

America Arki (Tianjin) Capital Management Partnership was incorporated in the People’s Republic of China and subject to PRC income tax at 25%. The Company did not generate taxable income in the People’s Republic of China for three months ended March 31, 2017 and 2016.

 

Beginning January 1, 2008, the new Enterprise Income Tax (“EIT”) law has replaced the old laws for Domestic Enterprises (“DES”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% replaces the 33% rate applicable to both DES and FIEs.

 

The new EIT Law also imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. Such withholding income tax was exempted under the previous income tax regulations.

 

A reconciliation between the income tax computed at the U.S. statutory rate and the Company's provision for income tax in the PRC is as follows:

 

   March 31,   December 31, 
   2017   2016 
Tax expense at statutory rate US   34%   34%
Foreign income not recognized in the U.S.   (34)%   (34)%
PRC enterprise income tax rate   25%   25%
Changes in valuation allowance and others   (15.95)%   (15.95)%
Effective income tax rates   (234)%   9.05%

 

Income(Loss) before income taxes from continuing operations consists of:

 

   March  31,   December 31, 
   2017   2016 
         
Non-PRC (including bargain purchase gain on Yin Hang in 2016)  $-   $1,535,148 
PRC   (54,306)   (671,333)
   $(54,306)  $863,815 

 

 26 

 

 

The components of the income tax provision from continuing operations are as follows:

 

   March 31,   December 31, 
   2017   2016 
 Current taxes  $(54,306)  $- 
 Deferred taxes   -    78,199 
 Income tax expense  $(54,306)  $78,199 

 

The principal components of the Company’s deferred income tax assets and liabilities are as follows:

 

   March 31,   December 31, 
   2017   2016 
Deferred tax assets:          
Accrued interest payable  $23,270   $23,089 
Accruals   34,679    34,409 
   $57,949   $57,498 

 

   March 31,   December 31, 
   2017   2016 
Deferred tax liabilities:          
Accrued interest receivable  $(57,473)  $(57,026)
Accrued interest payable   (79,308)   (78,691)
   $(136,781)  $(135,717)

 

As of March 31, 2017 and December 31, 2016, the Company has a deferred tax asset of $57,949 and $57,498, and a deferred tax liability of $136,781 and $135,717 resulting from certain net operating losses in PRC, respectively. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those net operating losses are available. The Company considers projected future taxable income and tax planning strategies in making its assessment. At present, the Company does not have a sufficient operation in the Arki Beijing, America Pine Beijing, Arki Fuxin, Arki Network Sercive, Arki Tianjin and Yin Hang to conclude that it is more-likely-than-not that the Company will be able to realize all of its tax benefits in the near future and therefore a valuation allowance has been provided for the full value of the deferred tax asset. A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance. Should Arki Beijing, America Pine Beijing, Arki Fuxin, Arki Network Sercive, Arki Tianjin and Yin Hang start to have sufficient operation in future periods with supportable trend; the valuation allowance will be reduced accordingly. As of March 31, 2017 and December 31, 2016 the valuation allowance was nil and nil, respectively. Nil and nil of increase in the valuation allowance for each of the three months ended March 31, 2017 and year December 31, 2016, respectively.

 

The components of deferred taxes are as follows from continuing operations at March 31, 2017 and December 31, 2016:

 

   March 31,   December 31, 
   2017   2016 
         
Deferred tax asset from net operating loss and carry-forwards  $73,443   $72,872 
Valuation allowance   (15,494)   (15,374)
Deferred tax assets, net   $57,949   $57,498 

 

Taxes payable consisted of the following:

 

   March 31,   December 31, 
   2017   2016 
Income tax payable  $-   $179,808 
Other taxes payable   116,851    171,906 
Total taxes payable  $116,851   $351,714 

 

 27 

 

 

NOTE 16 - EARNING (LOSS) PER SHARE

 

Basic and diluted earning (loss) per share for each of the years presented are calculated as follows:

 

   For the three months ended
March 31,
 
   2017   2016 
Net income(loss) attributable to the Company    $ (65,578)  $(408,621)
Weighted average outstanding ordinary shares-Basic   32,178,849    31,165,740 
Weighted average outstanding ordinary shares-Diluted   32,178,849    31,165,740 
           
Income per shares:          
Basic  $(0.00)  $0.00 
Diluted  $(0.00)  $0.00 
           
CONTINUING OPERATIONS          
Net income (loss) attributable to the Company  $1,913   $(193,636)
Weighted average outstanding ordinary shares-Basic   32,178,849    31,165,740 
Weighted average outstanding ordinary shares-Diluted   32,178,849    31,165,740 
           
Income (Loss) per shares:          
Basic  $0.00   $(0.01)
Diluted  $0.00   $(0.01)
           
DISCONTINUED OPERATIONS          
Net (loss) income attributable to the Company  $-   $(92,357)
Weighted average outstanding ordinary shares-Basic   -    31,165,740 
Weighted average outstanding ordinary shares-Diluted   -    31,165,740 
           
(Loss) Income per shares:          
Basic  $-   $(0.00)
Diluted  $-   $(0.00)

 

For the three months ended March 31, 2017 and years ended December 31, 2016, there were no common stock equivalents for computing diluted earnings (loss) per share.

 

 28 

 

 

NOTE 17 - RELATED PARTY TRANSACTIONS

 

a) Related parties:

 

Name of related parties   Relationship with the Company
Mr. Jianmin Gao   Stockholder, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of the Company
Mr. Fei Gao   Stockholder, Director and Chief Operating Officer
Mr. Dong Yao   Stockholder, Director and Chief Technology Officer
Ms. Lihua Xiao   Stockholder, Management of the Company
Shanghai Huirong Asset
Management Ltd. (“Huirong”)
  Common Director, Hanzhen Li, between Shanghai Zhonghui Financial Service Information Co., Ltd. and Shanghai Huirong Asset Management Ltd.
Ms. Li Juan   Stockholder, procurment manager
Mr. Hao Siheng   Stockholder, Son of Lihua Xiao
Mr. Yunfeng Du   The former shareholder of Yin Hang before Acquisition
Zhongxin Shitong (Beijing) Credit Investigation Co., Ltd.
(“Zhongxin Credit”)
  A related company of former shareholder of Yin Hang, Yunfeng Du

 

b) The Company had the following related party balances at March 31, 2017 and December 31, 2016

 

   March 31,   December 31, 
   2017   2016 
Due from related parties:        
Mr. Dong Yao  $50,205   $49,814 
Ms. Lihua Xiao   186,432    64,339 
Mr. Hao Siheng   63,263    62,771 
Ms. Li Juan   33,161    36,453 
Zhongxin Credit   207,203    205,591 
   $540,264   $418,968 

 

 29 

 

 

   March 31,   December 31, 
   2017   2016 
Due to related parties:        
Mr. Jianmin Gao  $884,039   $625,242 
Mr. Fei Gao   437,804    482,895 
Ms. Lihua Xiao   -    - 
   $1,321,843   $1,108,137 

 

During the three months ended March 31, 2017 and the year ended December 31, 2016, the Company advanced to Mr. Dong Yao of $50,205 and $49,814 without interest and due on demand, respectively.

 

During the three months ended March 31, 2017 and the year ended December 31, 2016, the Company advanced to Ms. Lihua Xiao of $186,432 and$64,339 without interest and due on demand, respectively.

 

During the three months ended March 31, 2017 and the year ended December 31, 2016, the Company advanced to Mr. Hao Siheng of $63,263 and $62,77 for procurement activities without interest and due on demand, respectively.

 

During the three months ended March 31, 2017 and the year ended December 31, 2016, the Company advanced to Ms. Li Juan of $33,161and $36,453 for procurement activities without interest and due on demand, respectively.

 

During the three months ended March 31, 2017 and the year ended December 31, 2016, Zhongxin Credit borrowed $207,203 and $418,041 from the Company, and repaid nil and $212,450, respectively. On December 31, 2016, Zhongxin Credit entered into a loan agreement whereby Zhongxin Credit agreed to repay the outstanding receivable balance by scheduled payment within six months.

 

During the three months ended March 31, 2017 and the year ended December 31, 2016, the Company advanced from Mr. Jianmin Gao of $884,039 and $625,242 without interest and due on demand, respectively.

 

During three months ended March 31, 2017 and the year ended December 31, 2016, the Company repaid Mr. Fei Gao of $437,804 and advanced from Mr. Fei Gao of $482,895 without interest and due on demand, respectively.

  

NOTE 18 - COMMITMENTS AND CONTINGENCIES

 

Operating Lease

 

The Company has entered into lease agreements with various third parties. The agreements terms of such non-cancellable operating leases are usually one to five years. As of March 31, 2017, the Company was obligated under non-cancellable operating leases minimum rentals as follows:

 

Three month Ended March 31, 2017,

 

2017  $136,715 
2018   135,291 
2019   108,332 
2020   86,146 
2021   63,213 
Thereafter   35,769 
Total  $565,466 

 

Legal Proceeding

 

The Company is not currently a party to any legal proceeding, investigation or claim which, in the opinion of the management, is likely to have a material adverse effect on the business, financial condition or results of operations.

 

NOTE 19 - SUBSEQUENT EVENT

 

There were no events or transactions other than those disclosed in this report, if any, that would require recognition or disclosure in our consolidated financial statements for the three months ended March 31, 2017.

 

 30 

 

 

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

 

This quarterly report on Form 10-Q and other reports filed by Consumer Capital Group, Inc. (“we,” “us,” “our,” or the “Company”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements (collectively the “Filings”) and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

 

Overview

 

We strive to become a one-stop shop that focuses on financial advisory service for micro, small-to-medium sized enterprises (“SMEs”) in China. We are primarily engaged in two core businesses: microfinancing and financial advisory service. We operate our direct microfinancing business through our subsidiary, Arki (Beijing) E-Commerce Technology Corp. (“Arki E-Commerce”), and our VIE, America Arki Network Service Beijing Co., Ltd. (“Arki Network”), and our financial advisory service through Arki Network’s wholly-owned subsidiary Yin Hang Financial Information Service (Shanghai) Co., Ltd (“Yin Hang”). With the increased difficulty of obtaining sufficient financing through traditional channels by SMEs, we offer SMEs alternative financing means through risk-controlled private lending to meet their capital needs and develop their business. We also offer advisory and risk assessment services to both lenders and borrowers to help increase the efficiency of loan origination by financial institutions. It is our belief that the growth of SMEs will become an important factor of China’s economic growth in the next decade. We believe that our expertise in financial advisory service and ability to streamline microfinancing process will place our company in a unique position in the marketplace.

  

USE OF ESTIMATES

 

The preparation of consolidated financial statements in conformity with US GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

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FOREIGN CURRENCY TRANSLATION

 

The Company’s reporting currency is the U.S. dollar. The Company’s functional currency is the local currency in the PRC, the Chinese Yuan (RMB). The financial statements of the Company are translated into United States dollars in accordance with ASC 830, Foreign Currency Matters, using yearend rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income.

 

In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into US $ using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in investors’ equity as part of accumulated other comprehensive income.

 

   March 31,   December 31, 
   2017   2016 
Balance sheet items, except for the equity accounts    6.8918    6.9458 
Items in the statements of income and comprehensive loss and statement of cash flow    6.8900    6.9475 

 

REVENUE RECOGNITION 

 

We recognize revenue from product sales or services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured.

 

Ecommerce Revenue Recognition

 

We evaluate whether it is appropriate to record the net amount of sales earned as commissions. We are not the primary obligor nor are we subject to inventory risk as the agreements with our suppliers specify that they have the responsibility to provide the product or service to the customer. Also, the amounts we earn from our vendors/suppliers is based on a fixed percentage and bound contractually. Additionally, the Company does not have any obligation to resolve disputes between the vendors and the customers that purchase the products on our website. Any disputes involving damaged, nonfunctional, product returns, and/or warranty defects are resolved between the customer and the vendor. The Company has no obligation for right of return and/or warranty for any of the sales completed using its website. Since we are not primarily obligated and amounts earned are determined using a fixed percentage, a fixedpayment schedule, or a combination of the two, we record our revenues as commissions earned on a net basis.

 

Our sales are net of promotional discounts and rebates and are recorded when the products are shipped and title passes to customers. Revenues are recorded net of sales and consumption taxes. We periodically provide incentive offers to our customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases, inducement offers, such as daily sweepstakes reward opportunities that is based on volume of purchases, and other similar offers. Current discount offers and inducement offers are presented as a net amount in “Net revenues.”

 

We record deferred revenue when cash is received in advance of the performance of services or delivery of goods. Deferred revenue is also recorded to account for the seven-day grace period offered to customers for potential product disputes, if any.

 

Servicing fee income

 

Borrowers typically pay us a servicing fee on each payment received. The service fees compensate us for the costs we incur in servicing the related loan, including managing funding from investors, payments to investors and maintaining borrower’ account portfolios. We record servicing fees paid by borrower as a component of operating revenue when received.

 

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Yin Hang provides credit risks assessment services to the borrowers and lenders on a third party P2P online lending platform. The service fees calculated based on complexity, required time, contents and commercial value of the coordination services between borrowers and lenders and are collected when the loan agreements are signed completely by all parties but before releasing the money to the borrowers.

 

Interest income on loans

 

Interest on loan receivables is accrued monthly in accordance with their contractual terms and recorded in accrued interest receivable. The Company does not charge prepayment penalty from customers.

 

Discontinued Operations

 

“Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” was effective for the Company during the three months ended December 31, 2017. The amendments contained in this update change the criteria for reporting discontinued operations and enhance the reporting requirements for discontinued operations. Under the revised standard, a discontinued operation must represent a strategic shift that has or will have a major effect on an entity’s operations and financial results. Examples could include a disposal of a major line of business, a major geographical area, a major equity method investment, or other major parts of an entity. The revised standard also allows an entity to have certain continuing cash flows or involvement with the component after the disposal. Additionally, the standard requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The Company accounted for the sales of Shanghai Zhonghui during 2016 as a discontinued operation pursuant to this standard. Refer to Note 15 for additional details.

  

CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents consist of bank deposits with original maturities of three months or less, all of which are unrestricted as to withdrawal and uninsured. Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the U.S. Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

ASC Topic 825, “Financial Instruments” (“Topic 825”), requires disclosure of fair value information of financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Topic 825 excludes certain financial instruments and all nonfinancial assets and liabilities from its disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company.

 

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

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Fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

The carrying value of cash and cash equivalents, accounts receivable, advance to suppliers, prepaid expenses, other receivables, other assets, account payable, accrued liabilities, other payables, convertible note and short term debt approximates their fair value due to their shortterm maturities.

 

The Company’s Level 3 valuation relates to derivative liabilities measured using management's estimates of fair value as well as other significant inputs, such as volatility and risk free interest rate, which may be unobservable.

 

The Company has determined the estimated fair value amounts presented in these financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

In January 2016, the FASB has issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition and measurement of financial instruments. The new guidance makes targeted improvements to existing U.S. GAAP by: (1) requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (2) Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; (3) Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and. (4) Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. he Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In April 2016, the FASB released ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. While aimed at reducing the cost and complexity of the accounting for share-based payments, the amendments are expected to significantly impact net income, EPS, and the statement of cash flows. Implementation and administration may present challenges for companies with significant share-based payment activities. The ASU is effective for public companies in annual periods beginning after December 15, 2016, and interim periods within those years. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

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In April 2016, FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In May 2016, the FASB issued ASU No. 2016-11 Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815); Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, which is rescinding certain SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities—Oil and Gas, effective upon adoption of Topic 606. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In May 2016, FASB issued ASU No. 2016-12—Revenue from Contracts with Customers (Topic 606); Narrow-Scope Improvements and Practical Expedients, which is intended to not change the core principle of the guidance in Topic 606, but rather affect only the narrow aspects of Topic 606 by reducing the potential for diversity in practice at initial application and by reducing the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to provide guidance on the presentation and classification of certain cash receipts and cash payments on the statement of cash flows. The guidance specifically addresses cash flow issues with the objective of reducing the diversity in practice. The guidance will be effective for the Company in fiscal year 2018, but early adoption is permitted. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interest Held through Related Parties That Are under Common Control, to provide guidance on the evaluation of whether a reporting entity is the primary beneficiary of a VIE by amending how a reporting entity, that is a single decision maker of a VIE, treats indirect interests in that entity held through related parties that are under common control. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows: Restricted Cash". The amendments address diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendment is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

 

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

 

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Results of Operations

 

Comparison of the Three Months Ended March 31, 2017 and 2016

 

The following table sets forth the results of our operations for the periods indicated in U.S. dollars

 

   For the three months
March 31,
 
   2017   2016 
         
REVENUE  $669,336   $- 
           
COST OF REVENUE   -    - 
           
GROSS PROFIT   669,336    - 
           
Selling expenses   (59,725)   - 
General and administrative expenses   (591,641)   (159,080)
LOSS FROM OPERATIONS   (651,366)   (159,080)
           
Interest income   47,312    - 
Interest expense   (60,154)   (34,556)
Other income   18,052    - 
Provision for loan losses   (34,452)   - 
Income (Loss) from continuing operations before income taxes   (11,272)   (193,636)
Income tax expense   (54,306)   - 
           
           
Net loss from continuing operations   (65,578)   (193,636)
Less: Net (loss) income  attributable to the non-controlling interest   (33,039)   37,579 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY - continuing operations  $(32,539)  $(156,057)
           
Discontinued operations          
Loss from discontinued operations before income taxes  $-   $(214,985)
    -      
Income tax expense   -    - 
           
Net loss from discontinued operations   -    (214,985)
Less: Net loss attributable to the non-controlling interest   -    85,049 
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY - discontinued operations  $-   $(129,936)
           
Net loss  $(65,578)  $(408,621)
NET INCOME(LOSS) ATTRIBUTABLE TO THE COMPANY  $(32,539)  $(285,993)
           
(Loss) earnings per share – Basic and Diluted          
CONTINUING OPERATIONS          
-Basic  $(0.00)  $(0.01)
-Diluted  $(0.00)  $(0.01)
           
DISCONTINUED OPERATIONS          
-Basic  $-   $(0.00)
-Diluted  $-   $(0.00)
           
NET INCOME PER SHARE ATTRIBUTABLE TO THE COMPANY          
-Basic  $(0.00)  $0.00 
-Diluted  $(0.00)  $0.00 
           
Weighted average number of common shares outstanding basic and diluted   32,178,849    31,165,740 

 

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Revenue.

 

During the three months ended March 31, 2017, we generated revenue of $669,336, compared to no revenue for the three months ended March 31, 2016, an increase of $669,336. The significant revenue increase was mainly attributable to our launch of new microfinancing business.

 

Operating expenses.

 

Operating expenses totaled $651,366 for the three months ended March 31, 2017, compared to $159,080 for the three months ended March 31, 2016, an increase of $492,286. The increase is attributed to the increase in selling expenses and general & administrative expenses due to us engaging in both microfinancing business and financial innovation.

 

Selling, general and administrative expenses.

 

Selling expenses totaled $59,725 for the three months ended March 31, 2017, compared to no selling expense for the three months ended March 31, 2016, an increase of $59,725. The increase is mainly attributed to the increase in expenses relating to microfinancing business.

 

Our general and administrative expenses consist of salaries, office expenses, utilities, business travel, amortization expenses, public company expenses (including legal expenses, accounting expenses and investor relations expenses). General and administrative expenses were $591,641 for the three months ended March 31, 2017, compared to $159,080 for the three months ended March 31, 2016, an increase of $432,561. The increase is mainly attributed to the increase in compensation expenses, legal expense, and other professional fees.

 

Gain/Loss from operations.

 

As a result of the factors described above, operating loss from continuing operations was $65,578 for the three months ended March 31, 2017, compared to the operating loss from continuing operations of $193,636 for the three months ended March 31, 2016, a decrease of $128,058. The decrease is mainly attributed to an increase in operating expenses offset by an increase in revenue.

 

Operating loss from discontinued operations was $214,985 for the three months ended March 31, 2016. We incurred no loss from discontinued operations for the three months ended March 31, 2017.

 

Net income/loss.

 

Our net loss for the three months ended March 31, 2017 was $65,578, compared to net loss of $408,621 for the three months ended March 31, 2016, a decrease of net loss of $343,043. The significant decrease of net loss is mainly due to the decrease in loss from continuing and discontinued operations.

 

Foreign currency translation.

 

The Company’s reporting currency is the U.S. dollar. The Company’s functional currency is the local currency in the PRC, the Chinese Yuan (RMB). The financial statements of the Company are translated into United States dollars in accordance with ASC 830, Foreign Currency Matters, using yearend rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income.

 

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In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into US $ using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in investors’ equity as part of accumulated other comprehensive income.

 

   March 31,   December 31, 
   2017   2016 
Balance sheet items, except for the equity accounts    6.8918    6.9458 
Items in the statements of income and comprehensive loss and statement of cash flow    6.8900    6.9475 

 

Liquidity and Capital Resources

 

For the three months ended March 31, 2017

 

All of our business operations are carried out by our PRC subsidiaries or variable interest entities, and all of the cash generated by our operations has been held by that entity. In order to transfer such cash to our parent entity, Consumer Capital Group, Inc., which is a Delaware corporation, we would need to rely on dividends, loans or advances made by our PRC subsidiaries. Such transfers may be subject to certain regulations or risks. To date, our parent entity has paid its expenses by raising capital through private placement transactions. In the future, in the event that our parent entity is unable to raise needed funds from private investors, our PRC subsidiaries or variable interest entities would have to transfer funds to our parent entity.

 

The RMB cannot be freely exchanged into Dollars. The State Administration of Foreign Exchange (“SAFE”) administers foreign exchange dealings and requires that they be conducted though designated financial institutions.

 

These factors will limit the amount of funds that we can transfer from our PRC Subsidiaries to our parent entity and may delay any such transfer. In addition, upon repatriation of earnings of PRC Subsidiaries to the United States, those earnings may become subject to United States federal and state income taxes. We have not accrued any U.S. federal or state tax liability on the undistributed earnings of our foreign subsidiary because those funds are intended to be indefinitely reinvested in our international operations. Accordingly, taxes imposed upon repatriation of those earnings to the U.S. would reduce the net worth of the Company.

 

As of March 31, 2017, cash and cash equivalents were $879,688.

 

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The following table sets forth information about our net cash flow for the three months ended March 31, 2017 indicated:

 

   For the three months
March 31,
 
   2017   2016 
Operating Activities        
Net (loss) income  $(65,577)  $(408,621)
Adjustments to reconcile net income (loss) to cash flows from operating activities:          
Loss (Income) from discontinued operations, net of income taxes   -    (172,936)
Depreciation expense   6,391    5,130)
Amortization   21,771    - 
Allowance for loan losses   34,452    - 
Change in operating assets and liabilities, net of effects of business acquisitions and dispositions:          
Accounts receivables   (591,236)   - 
Advances to suppliers   -    (12,701)
Deferred Revenue   (130,624)   - 
Prepaid expenses   84,565    (1,200)
Other receivables   1,032,038    523,872- 
Accrued liabilities   -    (7,883)
Accounts payables   (2,351,236)   - 
Advances from customers   60,783    - 
Taxes payable   (557,926)   - 
Due from related party   190,792    - 
Deferred tax assets (liabilities), net   34,315    - 
Payable to Caesar Capital Management Ltd.   (237,630)   15,086 
Other payables   (108,979)   765,327 
Net cash (used in) provided by continuing operations   (2,612,416)   1,051,945 
Net cash used in operating activities from discontinued operations   -    (1,295,885)
           
Cash flows used in operating activities   (2,612,416)   (243,939)
           
Investing Activities          
Long-term investments   (5,518)   - 
Purchase of property and equipment   -    (6,970)
Net cash used in investing activities from continuing operations   (5,518)   (6,970)
Net cash used in investing activities from discontinued operations   -    (4,414,234)
           
Cash flows used in investing activities   (5,518)   (4,421,204)
           
Financing Activities          
Proceeds from related party debt   (105,560)   161,732 
Proceeds from third party debt   (170,537)   - 
Proceeds from loans from individuals   2,290,278    296,267 
Net cash  provided by (used in) financing activities from continuing operations   2,041,181    457,999 
Net cash provided by financing activities from discontinued operations   -    3,722,987 
           
Cash flows provided by financing activities   2,041,181    4,180,987 
           
Effect of exchange rate on cash and cash equivalents   22,255    (57,501)
           
Net decrease in cash and cash equivalents   (603,755)   (484,156)
Cash and cash equivalents, at beginning of year  $1,461,176   $2,739,145 
Cash and cash equivalents, at end of year  $879,688   $2,197,488 
Cash and cash equivalents from discontinued operations   -    (74,632)
Cash and cash equivalents from continuing operations, at end of year  $879,688   $2,272,120 

 

Net cash flow used in operating activities was $2,612,416 for the three months ended March 31, 2017, compared to $243,939 used in operating activities for the three months ended March 31, 2016, an increase of cash used of $2,368,477. The increase in net cash flow used in operating activities was mainly due to the increased expenses relating to the launch of our new microfinancing business.

 

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Net cash flow used in investing activities was $5,518 for the three months ended March 31, 2017, compared to $4,421,204 used in investing activities for the three months ended March 31, 2016, a decrease of $4,415,686. The significant decrease is mainly due to the decreased in net cash used in investing activities from discontinued operations. 

 

Net cash flow provided by financing activities was $2,014,181 for the three months ended March 31, 2017, compared to $457,999 provided by financing activities for the three months ended March 31, 2016, an increase of $1,556,182. The significant increase in net cash flow provided by financing activities was mainly due to the increased proceeds from loans from individuals.

 

Concentration of Business and Credit Risk

 

Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents, and accounts receivable. The maximum exposure of such assets to credit risk is their carrying amounts as of the balance sheet dates. As of March 31, 2017 and December 31, 2016, substantially all of the Company’s cash and cash equivalents were deposited in financial institutions located in the PRC, which management believes are of high credit quality. Management believes the credit risk on bank deposits is limited because the counterparties are banks with high creditratings assigned by international credit rating agencies, or stateowned banks in China. Cash includes cash on hand and demand deposits in accounts maintained with stateowned banks within the PRC and the United States of America. Balances at financial institutions or state owned banks within the PRC are not covered by insurance. Nonperformance by these institutions could expose the Company to losses for amounts in excess of insured balances. As of March 31, 2017 and December 31, 2016, our bank balances with the banks in U.S. amounted to $536 and $119,569 which are under the U.S. Federal depository insurance coverage of $250,000, respectively. As of March 31, 2017 and December 31, 2016, our bank balances with the Banks in the PRC amounted to $ 879,152 and $1,460,640, respectively, which are uninsured and subject to credit risk. We have not experienced nonperformance by these institutions.

 

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, loan receivable from borrowers and the related accrued interest receivable. As of March31, 2017, the Company has three significant borrowers, which accounted for 63% of total loan receivable balance. The aforementioned borrowers paid service fee and interest regularly according to the contract during the reporting period, and the Company believed that the default risk from this borrower is low in the foreseeable future.

 

Contractual Obligations

 

Lease commitments

 

The Company has entered into lease agreements with various third parties. The agreements terms of such non-cancellable operating leases are usually one to five years. As of March 31, 2017, the Company was obligated under non-cancellable operating leases minimum rentals as follows:

 

Years Ended December 31,

2017  $136,715 
2018   135,291 
2019   108,332 
2020   86,146 
2021   63,213 
Thereafter   35,769 
Total  $565,466 

 

Off-Balance Sheet Arrangements

 

We do not have any off balance sheet arrangements. 

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not required because we are a smaller reporting company.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that despite our hiring of a financial consultant who is familiar with U.S. GAAP and additional trainings offered to our staff in the accounting department and improvements in internal control over financial reporting, our disclosure controls and procedures were not effective as of March 31, 2017 for the material weakness describe below.

 

  Lack of US GAAP expertise - Despite our efforts to improve the Company’s controls and procedures, our accounting personnel do not have sufficient knowledge, experience and training in maintaining our books and records and preparing financial statements in accordance with US GAAP standards and SEC rules and regulations. As such, our personnel do not have adequate accounting skills and understanding necessary to fulfill the requirements of US GAAP-based reporting, including the skills of US GAAP-based period end closing, consolidation of financial statements, and US GAAP conversion, and they are inadequately supervised by persons with requisite qualifications.

 

Our management has identified the following steps to address the above material weakness:

 

(1) We have been engaging with a financial accountant to assist us in preparing our financial statements in accordance with US GAAP standards and SEC rules and regulations.

 

(2) We intend to hire, as needed, key accounting personnel with technical accounting expertise and reorganize the finance department to ensure that accounting personnel with adequate experience, skills and knowledge relating to complex, non-routine transactions are directly involved in the review and accounting evaluation of our complex, non-routine transactions.

 

Changes in Internal Controls over Financial Reporting

 

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We will continue to monitor the deficiencies identified in internal controls and make changes that our management deems necessary.

 

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PART II— OTHER INFORMATION

 

Item 1. Legal Proceedings

 

There are no other actions, suits, proceedings, inquiries or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A. Risk Factors

 

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K and Amendment No. 1 on Form 10-K/A, filed with the SEC on May 4, 2016 and July 19, 2016 respectively.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

There were no unregistered sales of the Company’s equity securities during the three months ended June 30, 2016, that were not otherwise disclosed in a Current Report on Form 8-K.

 

Item 3. Defaults Upon Senior Securities

 

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

There is no other information required to be disclosed under this item which was not previously disclosed.

 

Item 6. Exhibits

 

Exhibit

Number

  Description
     
31.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1+   Certification of Principal 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 Principal 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   XBRL Instance Document
101.SCH   XBRL Taxonomy Schema Document
101.CAL   XBRL Taxonomy Calculation Linkbase Document
101.DEF   XBRL Taxonomy Definition Linkbase Document
101.LAB   XBRL Taxonomy Label Linkbase Document
101.PRE   XBRL Taxonomy Presentation Linkbase Document

 

+ In accordance with SEC Release 33-8238, Exhibits 32.1 and Exhibit 32.2 are being furnished and not filed.

 

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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.

 

  CONSUMER CAPITAL GROUP, INC.
   
Dated: May 16, 2017 By: /s/ Jianmin Gao
    Jianmin Gao
    Chief Executive Officer Chief Financial Officer

 

 

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