TCJH Top KingWin Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2023

 

Commission File Number: 001-41672

 

TOP KINGWIN LTD

(Exact name of registrant as specified in its charter)

 

Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555

North Panyu Avenue, Donghuan Street

Panyu District, Guangzhou, Guangdong Province, PRC

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒     Form 40-F ☐

 

 

 

Explanatory Note

 

The unaudited semi-annual report for the six months ended June 30, 2023 of Top KingWin Ltd is attached hereto as Exhibit 99.1.

 

 

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.

 

	Top KingWin Ltd
Date: December 27, 2023	By:	/s/ Ruilin Xu
	Name:	Ruilin Xu
	Title:	Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Unaudited Financial Results for the Six Months Ended June 30, 2023 of Top KingWin Ltd

 

Exhibit 99.1

 

The financial statements for the first half year ended June 30, 2023 of Top KingWin Ltd (the “Company”, “we” or “us”) included herein have not been audited by the Company’s independent registered accounting firm.

 

TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023
AND DECEMBER 31, 2022
(In USD)

 

		June 30, 2023				December 31, 2022
ASSETS
CURRENT ASSETS
Cash		$	4,892,680			$	2,654,185
Accounts receivable, net			798,482				95,691
Accounts receivable – related party, net			379,248				-
Prepayments			379,083				12,248
Prepayment for mergers and acquisitions			4,000,000				-
Other receivables			166,836				97,911
Total current assets			10,616,329				2,860,035
NON-CURRENT ASSETS
Property and equipment, net			183,917				210,330
Intangible assets, net			32,697				30,538
Operating lease right-of-use assets			417,116				522,278
Deferred tax assets			-				118,159
Other non-current assets			38,405				40,376
Deferred offering costs			-				1,306,313
Total non-current assets			672,135				2,227,994
TOTAL ASSETS		$	11,288,464			$	5,088,029
LIABILITIES
CURRENT LIABILITIES
Accounts payable		$	521,034			$	264,006
Operating lease liabilities - current			169,656				165,506
Advance from clients			611,425				187,630
Due to related parties			29,098				1,129,005
Taxes payable			81,799				37,919
Accruals and other payables			828,609				1,108,910
Total current liabilities			2,241,621				2,892,976
NON-CURRENT LIABILITIES
Operating lease liabilities - non-current			266,414				373,068
Total non-current liabilities			266,414				373,068
TOTAL LIABILITIES			2,508,035				3,266,044
SHAREHOLDERS’ EQUITY
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized, 8,213,040 and 10,963,040 shares issued and outstanding as of December 31, 2022 and June 30, 2023		$	1,096			$	821
Class B ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 3,786,960 shares issued and outstanding as of December 31, 2022 and June 30, 2023			379				379
Share subscription receivables			-				(1,200	)
Additional paid-in capital			8,160,307				114,726
Statutory reserve			282,545				282,545
Retained earnings			542,079				1,563,563
Accumulated other comprehensive loss			(205,977	)			(138,849	)
Total shareholders’ equity			8,780,429				1,821,985
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	11,288,464			$	5,088,029

 

 

TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND
COMPREHENSIVE (LOSS) INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(In USD)

 

		Six Months Ended
		June 30,
		2023				2022
REVENUES			2,814,664				1,726,719
COST OF REVENUES			(746,661	)			(370,298	)
GROSS PROFIT			2,068,003				1,356,421
OPERATING EXPENSES
Selling expenses			(1,203,472	)			(319,262	)
General and administrative expenses			(1,877,461	)			(730,725	)
Total operating expenses			(3,080,933	)			(1,049,987	)
(LOSS) INCOME FROM OPERATIONS			(1,012,930	)			306,434
OTHER INCOME (EXPENSE), NET
Other income			58,524				17,667
Other expense			(6,638	)			(3,733	)
Total other income, net			51,886				13,934
NET (LOSS) INCOME BEFORE INCOME TAXES			(961,044	)			320,368
Income tax (expense) benefit			(117,629	)			67,183
NET (LOSS) INCOME		$	(1,078,673	)		$	387,551
Other comprehensive loss
Foreign currency translation loss			(65,734	)			(150,132	)
TOTAL COMPREHENSIVE (LOSS) INCOME		$	(1,144,407	)		$	237,419
Basic and diluted (loss) earnings per share*		$	(0.08	)		$	0.03
Weighted average number of common shares outstanding - basic and diluted*			13,115,278				12,000,000

 

*	Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023

 

 

First Half 2023 Financial Results

 

Revenues

 

Revenues for the first half of 2023 reached $2,814,664, marking an increase of 63% from the $1,726,719 reported in the same period of 2022, primarily due to the increase in the revenue generated from corporate business training services.

 

Service Category		1H 2023				1H 2022				%
Advisory and transaction services		$	1,256,894			$	1,263,517				(1	)
Corporate business training services			1,483,471				160,079				827
Corporate consulting services			74,299				300,675				(75	)
Others			-				2,448				(100	)
Total		$	2,814,664			$	1,726,719				63

 

Cost of Revenues

 

Cost of revenues was $746,661 for the first half of 2023, reflecting a 102% increase as compared to $370,298 for the same period of 2022. The increase was primarily due to the increase of costs of revenues from corporate business training services, which was proportionally in line with the increase of revenue from corporate business training services.

 

Gross Profit

 

The gross profit was $2,068,003 and $1,356,421 with gross margins of 73% and 79% for the six months ended June 30, 2023 and 2022, respectively. The decrease in gross margin was primarily due to the fact that we incurred more referral fees and commission fees to improve our corporate business training services, which was in line with the increase of revenue generated from corporate business training services.

 

Operating Expenses

 

Total operating expenses were $3,080,933 in the first half of 2023, representing an increase of 193% as compared to $1,049,987 for the same period of 2022. Selling expenses increased by $884,210 or 277%, which was mainly driven by the expansion of the marketing department staff and an increase in travel expenses during the period. General and administrative expenses increased by $1,146,736 or 157%, which was mainly due to one-time costs related to the initial public offering, the business expansion and the corresponding increase in the number of employees, leading to a rise in wage costs.

 

(Loss) Income from Operations

 

Loss from operations was $1,012,930 for the first half of 2023, as compared to an income from operations of $306,434 for the same period of 2022.

 

Total other income, net

 

Total other income was $51,886 for the first half of 2023, as compared to $13,934 for the same period of 2022.

 

Net (Loss) Income

 

Net loss was $1,078,673 for the first half of 2023, as compared to a net income of $387,551 for the same period of 2022.

 

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