WEB NEWS Comments & Business Outlook
NEW YORK, April 3, 2017 /PRNewswire / --
Consumer Capital Group Inc. (CCGN) - a subsidiary of CCGN, Yin Hang Financial Information Service (Shanghai) Co. Ltd ("CCG Yin Hang") and Beijing Tongcheng Yilong Network Technology Co. Ltd. ("Yilongdai") successfully signed a strategic cooperation agreement. Partnering with Yilongdai, CCG Yin Hang can provide better financial advisory service for micro, small-to-medium sized enterprises ("SMEs") in China.
CCG Yin Hang offers financial consulting services such as loan origination criteria checkup, risk assessment and loan monitoring to SMEs and financial institutions in China. Yin Hang has developed its own big data risk assessment system to provide credit rating and risk management solutions to borrowers and financial institutions to facilitate loan origination process and reduce default risks for all parties involved in a particular lending transaction. In 2014, Yin Hang introduced IPC credit risk assessment technology, which CCGN considers is one of the best risk management technologies for SMEs.
In 2017, CCG Yin Hang upgraded and optimized its 'Ingenuity IPCs' risk assessment technology, developing a unique and mature risk management system. The new system not only is based on advanced technology, but also strengthened managers' awareness of risk management. By using this new risk assessment system, the company can provide better financial and risk-management consulting services to SMEs and rebuild the small micro-financial ecology.
Yilongdai, a member of Lenovo Holdings, is the first 'City O2O' model online lending platform. Yilongdai aims to provide P2P loan service to farmers in rural areas and SMEs. The platform serves as an information provider, a matchmaker between lenders and borrowers and a risk controller. Yilongdai provides public with low threshold, efficient, safe and reliable financing means to meet their capital needs.
CEO and Chairman of the Board, Mr. Jack Gao stated that, "Partnering with Yilongdai, CCG Yin Hang will offer SMEs alternative financing means through risk-controlled private lending to meet their capital needs and develop their business."
Comments & Business Outlook
CONSUMER CAPITAL GROUP, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
For the three months March 31,
2016
2015
Revenues
$
474,613
$
-
Gross profit
474,613
-
Operating expenses:
Selling expenses
243,847
-
General & administrative expenses
562,780
175,692
Total operating expenses
806,627
175,692
Operating loss
(332,014
)
(175,692
)
Provision for loan losses
(42,051
)
-
Other income (expenses)
Other income
-
154
Other expense
(34,556
)
-
Total other income (expenses)
(34,556
)
154
Loss before income taxes
(408,621
)
(175,538
)
Provision for income taxes
-
-
Net loss
(408,621
)
(175,538
)
Less: Net income attributable to non-controlling interest
(122,628
)
-
Net loss attributable to Consumer Capital Group, Inc.
$
(285,993
)
$
(175,538
)
Basic and diluted loss per common shares
$
(0.01
)
$
(0.01
)
Weighted average number of common shares outstanding - basic and diluted (1)
31,165,740
19,514,279
Comprehensive income (loss)
Net loss
$
(408,621
)
$
(175,538
)
Foreign currency translation adjustments
(25,343
)
-
Comprehensive loss
(433,964
)
(175,538
)
Comprehensive income (loss) attributable to non-controlling interest
135,046
-
Comprehensive loss attributable to Consumer Capital Group, Inc.
$
(298,918
)
$
(175,538
)
Investor Alert
Item 4.01 Changes in Registrant's Certifying Accountant.
On May 10, 2016, Consumer Capital Group, Inc. (the “Company”) was informed by its independent registered accountants, Dominic K.F. Chan & Co. ("DKFC"), that DCAW (CPA) Ltd. (“DCAW”) has succeeded from DKFC, the license to audit U.S. public company regulated by PCAOB, effective from May 1, 2016. The principals and staff of DCAW are the same auditors and staff who were engaged on the audit of the Company while at DKFC. The engagement of DCAW was approved by the Company’s Board of Directors on May 13, 2016.
The reports of DKFC on the Company’s financial statements as of and for the years ended December 31, 2015 and December 31, 2014, contained no adverse opinion or disclaimer of opinion nor was qualified or modified as to uncertainty, audit scope, or accounting principle.
Comments & Business Outlook
CONSUMER CAPITAL GROUP, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For The Years Ended December 31,
2015
2014
Revenues
$
5,025,558
$
38,962
Operating expenses:
Selling expenses
2,565,109
9,484
General and administrative expenses
2,639,126
973,438
Business taxes
300,846
—
Total operating expenses
5,505,081
982,922
Operating loss
(479,423
)
(943,960
)
Provision for loan losses
915,982
—
Other income (expenses)
Other income
—
374,057
Interest income
5,324,704
—
Change in fair value of derivative liabilities
213,498
(359,056
)
Loss on debt default
—
(31,250
)
Other Expense
(99,896
)
—
Interest expense
(3,026,769)
(115,550
)
Total other income (expenses)
2,411,510
(131,799
)
Income (Loss) from continuing operations before taxes
1,016,105
(1,075,759
)
Provision for income taxes
434,291
—
Net income (loss) from continuing operations
581,814
(1,075,759
)
Discontinued operations
Income from discontinued operations, net of income taxes
—
70
Loss on disposal of subsidiary
—
(47,871
)
Loss from discontinued operations, net of income taxes
—
(47,801
)
Net income (loss)
581,814
(1,123,560
)
Less: Net income attributable to Non-controlling interest
558,460
34
Net income (loss) attributable to Consumer Capital Group, Inc.
$
23,354
$
(1,123,594
)
Amounts attributable to Consumer Capital Group, Inc.
Continuing operations, net of income taxes
23,354
(1,075,793
)
Discontinued operations, net of income taxes
—
(47,801
)
Net income (loss) attributable to Consumer Capital Group, Inc.
$
23,354
$
(1,123,594
)
Basic and diluted earnings loss per common shares
Continuing operations
$
0.00
$
(0.06
)
Discounted operations
$
0.00
$
0.00
Weighted average number of common shares outstanding - basic and diluted (1)
22,420,839
19,120,493
Comprehensive income loss
Net income (loss)
$
581,814
$
(1,123,560
)
Foreign currency translation adjustment
(191,032
)
68,198
Comprehensive income (loss), net of tax
$
390,782
$
(1,055,362
)
Comprehensive income (loss) attributable to non-controlling interest
—
(757
)
Comprehensive income (loss) attributable to Consumer Capital Group, Inc.
$
390,782
(1,054,605
)
Comments & Business Outlook
Item 2.01. Completion of Acquisition or Disposition of Assets.
This Amendment No.1 to Current Report on Form 8-K/A is filed as an amendment to the Current Report on Form 8-K dated December 29, 2014, filed by Consumer Capital Group, Inc. (the "Company") with the Securities and Exchange Commission (the "SEC") disclosing the completion of the acquisition of Shanghai Zhong Hui Financial Information Services Corp., a company established under the laws of People’s Republic of China (“Zhong Hui”).
Zhonghui is an online consumer finance marketplace in China connecting investors and corporate borrowers. Zhonghui’s online platform automates key aspects of its operations and enables it to efficiently match borrowers with investors and execute loan transactions. Leveraging the extensive experience of its management team, Zhonghui provides an effective solution to address largely underserved investor and corporate borrower demand in China. Borrowers and investors using Zhonghui’s platform come from a variety of channels, including online sources, such as the internet and mobile applications, as well as offline sources, such as referrals from Zhonghui’s on-the-ground sales network. Zhonghui generates revenues primarily from fees charged for services in matching investors with corporate borrowers and for other services Zhonghui provide over the life of a loan. Zhonghui charges borrowers transaction fees for services provided through its platform in facilitating loan transactions, and charge investors service fees for using its automated investing tool or self-directed investing tool.
This amendment is being filed to provide financial statements required by Item 9.01 of Form 8-K.
Section 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated balance sheets, statements of operations, statements of changes in stockholders' equity, statements of cash flows, and the notes thereto of Shanghai Zhonghui from May 26, 2014 (inception) to fiscal year ended December 31, 2014 and the related independent auditors report of Dominic K.F. Chan & Co. are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(b) Pro forma Financial Information.
Auditor trail
Item 4.01 Changes in Company's Certifying Accountant.
(1) Previous Independent Registered Public Accounting Firm (i) On January 22, 2016, Consumer Capital Group, Inc. (the “Company”) dismissed its independent registered public accounting firm, MaloneBailey, LLP (“MaloneBailey”). (ii) The audit report of MaloneBailey on the financial statements of the Company as of and for the fiscal years ended December 31, 2013 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The decision to change the independent registered public accounting firm was recommended and approved by the Board of Directors of the Company. (iv) During the fiscal year ended December 31, 2013 and through September 30, 2014, (a) there were no disagreements with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K except for the following:
In April 2015, MaloneBailey received information that could potentially affect the audit report during the fiscal year ended December 31, 2013 and financial statements through December 31, 2014 (the “Information”). The information is in connection with the allegations disclosed in the Current Report on Form 8-K filed on May 29, 2015 and incorporated herein by reference. MaloneBailey requested documentations from the Company to address the Information and allegations but to date has been unsatisfied with the Company’s response and considers the matter unresolved and therefore is unable to complete the audit of the Company for the year ended December 31, 2014. (v) On January 22, 2016, the Company provided MaloneBailey with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K. (2) New Independent Registered Public Accounting Firm
On January 22, 2016, the Board of Directors of the Company appointed Dominic KF Chan & Co. (“Chan”) as its new independent registered public accounting firm to audit and review the Company’s financial statements. During the two most recent fiscal years ended December 31, 2015 and December 31, 2014 and any subsequent interim periods through the date hereof prior to the engagement of Chan, neither the Company, nor someone on its behalf, has consulted Chan regarding: (i) either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.
Acquisition Activity
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 2, 2015, Consumer Capital Group, Inc. (the “Company”) completed an acquisition of 51% of the capital stock and effectively controls the majority interest of Shanghai Zhong Hui Financial Information Services Corp., a company established under the laws of People’s Republic of China (“Acquiree”), pursuant to a Share Exchange Agreement (the “Agreement”). 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 Zhong Hui (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 Zhong Hui (the “Acquisition”). As incentive for the closing of the Acquisition, the Company also agreed to issue to the Affiliates 5,000,000 additional shares of the Common Stock, and three-year warrants purchasing up to 5,800,000 shares of Common Stock at an exercise price of $2.00 per share, respectively. The aggregate consideration paid to the Acquiree in connection with the Acquisition was $5,000,000 million in stock. Despite of the lack of Company’s independent auditor’s audit report for the Acquiree (for reasons described below), it is Company’s belief that the acquisition is complete in accordance with the law of the People’s Republic of China.
Acquiree’s Results of Operation
Acquiree generated revenue of $716,009 since inception to December 31, 2014 (the “Period”). Acquiree incurred operating expenses of $343,901 during the Period, and as a result, had a net income of $277,204.
Acquiree’s Liquidity and Capital Resources
As of December 31, 2014, the Company’ total asset was 6,938,500, mainly comprised of Acquiree’s loan receivables and cash. The Company’s liabilities as of December 31, 2014 were $6,660,049, which comprised of $5,725,675 in payable to certain investors, $620,159 in customer advances and $110,153 due to affiliated parties. As of December 31, 2014, the Company had a working capital of $278,451.
Investor Alert
Item 1.01 Entry into a Definitive Material Agreement.
On April 17, 2015, America Arki Network Service Beijing Co. Ltd. (“Arki”), the variable interest entity of Consumer Capital Group, Inc. (the “Company”) and a limited liability company established under the laws of People’s Republic of China (“PRC”) executed a retainer agreement (the “Agreement”) with Beijing Liang Gao Law firm (“Liang Gao”) to act as an independent counsel for the investigations of matter fully described in Item 7.01 and is incorporated herein by reference (the “Investigation”). Pursuant to the Agreement, Liang Gao agreed to assist Arki with the Investigation, including the investigation of the truthfulness of allegations and pursue appropriate legal remedy when necessary.
Item 7.01 Regulation FD.
On March 31, 2015, the Company filed a Form 12b-25 with the Securities and Exchange Commission (the “SEC”) with respect to its annual report on Form 10-K for the period ended December 31, 2014 (the “Annual Report”). The Company needed additional time due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Annual Report, which the Company was not able to complete by March 31, 2015 (the prescribed due date of Company’s Annual Report filing) without unreasonable effort or expense due to the circumstances described below.
The Board of Directors (the “Board”) and the independent auditor of the Company have received email communications from Lingling Zhang, the Secretary and Director of the Company, alleging, among other things, that Jianmin Gao, CEO and Chairman of the Board, is an affiliated and/or control party of Caesar Capital Management Ltd. (“Caesar Capital”), a limited liability company established under the laws of Hong Kong. Caesar Capital entered into an investor relations services agreement with Arki between 2012 and 2013 and is a beneficial owner of the Company as of the date of this current report.
Ms. Zhang further alleged that Caesar Capital’s business operation was in violation of certain U.S. securities and Mr. Gao used his alleged control in Caesar to manipulate Company’s stock price during the period. The Company securities law and Arki believe the allegations are without merits and Mr. Gao is not an affiliated and/or control party of Caesar Capital. As of the date of this current report, the Company has formed a special committee and Arki has retained Liang Gao, a local PRC counsel to investigate the validity of the allegations.
The Company is currently unable to predict when it will be in a position to file its Annual Report on Form 10-K. The Company expects to provide an update upon conclusion of the Investigation by Liang Gao.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding: the timing of filing the Company’s Annual Report on Form 10-K and the timing required for the special committee and Liang Gao to complete its Investigation.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements in this current report on Form 8-K include, but are not limited to, the timing required for the special committee and Liang Gao to complete the Investigation, and the other factors discussed in our public company reports, including our Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent reports filed with the SEC. All forward-looking statements are based on information available to us on the date hereof, and we assume no obligation to update such statements.
The information contained in Item 7.01 of this report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Acquisition Activity
Item 1.01 Entry into a Definitive Material Agreement.
On December 23, 2014, Consumer Capital Group, Inc. (the “Company”) and Shanghai Zhong Hui Financial Information Services Corp., a company established under the laws of People’s Republic of China (“Zhong Hui”), entered into a Share Exchange Agreement (the “Agreement”), pursuant to which the Company agreed to acquire 51% of the capital stock of Zhong Hui (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 Zhong Hui (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 Zhong Hui. As incentive for the closing of the Acquisition, the Company also agreed to issue to the Affiliates 5,000,000 additional shares of the Common Stock, and three-year warrants purchasing up to 5,800,000 shares of Common Stock at an exercise price of $2.00 per share, respectively. Agreement shall become effective upon the issuance of the aforementioned shares and Options.
Shanghai Zhong Hui Financial Information Services Corp. is established in May 2014. The company engages business through its website www.fubangdai.cn (“Fubangdai”), which is an internet-based platform that offers financing and investment opportunities for small to midsize business and investors, as well as other related asset management services.
Pursuant to the Agreement, the Company agreed to issue the 10,000,000 shares of Common Stock and 5,800,000 shares of Common Stock underlying the warrants within twenty-five (25) business days upon completion of audit of Zhong Hui by the Company’s independent registered public accountant.
In addition, the board of directors of Zhong Hui (the “Zhong Hui Board”) agreed to nominate certain officers of the Company as new members of the Zhong Hui Board, subject to shareholder approval. Zhong Hui and the Company are committed to raise additional capital for the internet platform in Fubangdai and reach certain milestones for Company’s stock price.
Comments & Business Outlook
CONSUMER CAPITAL GROUP, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
For The Nine Months Ended September 30,
For The Three Months Ended September 30,
2014
2013
2014
2013
Net revenues - ecommerce
$
—
$
11,488
$
—
$
9,260
Total revenue
—
11,488
—
9,260
Gross profit
—
11,488
—
9,260
Operating expenses:
Selling expenses
19,371
58,133
9,266
17,487
General & administrative expenses
553,503
755,058
87,797
218,568
Loss from disposal of subsidiary
6,842
—
—
—
Total operating expenses
579,716
813,191
97,063
236,055
Operating loss
(579,716
)
(801,703
)
(97,063
)
(226,795
)
Other income
180
273,988
—
50,515
Other expense
(700
)
(1,621
)
(88
)
(5
)
Change in fair value of derivative liabilities
(3,085,366
)
—
(2,914,550
)
—
Interest expense (income)
(80,935
)
3,271
(10,521
)
5,352
Total other income (expenses)
(3,166,821
)
275,638
(2,925,159
)
55,862
Loss from continuing operations before taxes
(3,746,537
)
(526,065
)
(3,022,222
)
(170,933
)
Provision for income taxes
—
—
—
—
Net loss from continuing operations
(3,746,537
)
(526,065
)
(3,022,222
)
(170,933
)
Discontinued operations, net of income taxes
70
2,582
—
399
Net loss
(3,746,467
)
(523,483
)
(3,022,222
)
(170,534
)
Less: Net income attributable to Non-controlling interest
34
1,264
—
195
Net loss attributable to Consumer Capital Group, Inc.
$
(3,746,501
)
$
(524,747
)
$
(3,022,222
)
$
(170,729
)
Amounts attributable to Consumer Capital Group, Inc.
Continuing operations, net of income taxes
(3,746,571
)
(527,329
)
(3,022,222
)
(171,128
)
Discontinued operations, net of income taxes
70
2,582
—
399
Net loss attributable to Consumer Capital Group, Inc.
$
(3,746,501
)
$
(524,747
)
$
(3,022,222
)
$
(170,729
)
Basic and diluted loss per common share attributable to Consumer Capital Group, Inc.:
Continuing operations
$
(0.20
)
$
(0.03
)
$
(0.16
)
$
(0.01
)
Discontinued operations
—
—
—
—
Net loss attributable to Consumer Capital Group, Inc., stockholders
(0.20
)
(0.03
)
(0.16
)
(0.01
)
Weighted average number of common shares outstanding - basic and diluted (1)
19,074,401
19,068,889
19,077,629
19,068,889
Net loss
$
(3,746,467
)
$
(523,483
)
$
(3,022,222
)
$
(170,534
)
Other comprehensive income (loss), before tax
Foreign currency translation adjustment
9,278
(4,010
)
481
(2,905
)
Other comprehensive income (loss), net of tax
$
9,278
$
(4,010
)
$
481
$
(2,905
)
Comprehensive loss, net of tax
(3,737,189
)
(527,493
)
(3,021,741
)
(173,439
)
Comprehensive income (loss) attributable to non-controlling interest
10,190
1,264
—
(218
)
Comprehensive loss attributable to Consumer Capital Group, Inc.
$
(3,747,379
)
$
(528,757
)
$
(3,021,741
)
$
(173,221
)
Management Discussion and Analysis
Revenues
We derive our revenues from our e-commerce business. We have not generated any revenue from our debit card business historically. Our net revenues for the three months ended September 30, 2014 decreased to $0 from $9,260 for the three months ended September 30, 2013, a decrease of $9,260 or 100.0%.
E-commerce Business
Our net revenues from e-commerce business for the three months ended September 30, 2014 decreased to $0 from $9,260 for the three months ended September 30, 2013, a decrease of $9,260 or 100.0%. The decrease was primarily due to the diversion of attention of management from the existing operation of this segment as the Company is making changes to its current e-commerce business model. The Company is working to re-focus its e-commerce business on selling collections in the future.
Debit Card Business
Our debit card business has not generated any revenue as of September 30, 2014.
Reverse Merger Activity
Item 1.01. Entry into a Definitive Material Agreement.
On July 18, 2014, Consumer Capital Group, Inc. (the “Company”) and Shenzhen Zhongying Yunshang Techonology Company Limited, a company established under the laws of People’s Republic of China (“Zhongying Yunshang”), entered into an Intent to Merge Agreement (the “Agreement”) with Shenzen Won the cloud provider Technology Co. LTD (“CNWIN”), pursuant to which the Company will acquire 51% of the capital stock of Zhongying Yunshang from its stockholder LV Yong (the “Merger”). Under the Agreement, the Company shall issue a total of 3,150,000 shares (the “Shares”) of the Company’s common stock to LV Yong, evaluated at $2.6 per share for a total of $8,190,000 or approximately 51,000,000RMB. In addition, the Company may issue 1,810,000 shares of common stock and certain three-year stock options at an exercise price of $2.00 per share to LV Yong as management incentives after the closing of the Merger.
The closing of the merger is predicated upon certain conditions being met. Specifically, the merger must be approved by the appropriate regulatory board in the PRC and the Company must raise $70,000,000 in equity funding. Currently the Company and Zhongying Yunshang applied to have the Merger approved by Shenzhen City Longhua District Commerce Committee and registration modification by Administration for Industry and Commerce. The Company shall issue the Shares to LV Yong within twenty-five (25) business days, upon the Merger transaction is approved by relevant Chinese government agencies and registration modification is completed, as we as the audit of Zhongying Yunshang is completed by the Company’s independent registered public accountant. The Agreement shall become effective after LV Yong receives the Shares.
In addition, the Company committed to raise $30,000,000 capital within ninety (90) days of the effectiveness of the Agreement and reach certain milestones for its stock price. If the Company cannot complete the financing or reach the milestones for its stock price within twelve (12) months of the effectiveness of the Agreement, the Agreement will be deemed null and void since inception and any share transfer or issuance shall be returned.
Zhongying Yunshang provides commerce information platform for small businesses in China through its websites www.cnwin.com , www.cnydh.com and www.xwwin.com .
The information set forth in this Item 1.01 is only a brief description of the Merger and does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibits 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement
On April 1, 2014, we entered into an agreement to sell our 51% interest in Beijing Beitun Trading Co., Ltd. (“Beitun Trading”) to Zhang Yifan in exchange for cash payment of RMB 255,000.
Beitun Trading engages in the wholesale distribution of various food and meat products. We are no longer going to operate in the wholesale distribution of meat products and are going to focus on our main business of e-commerce.
Comments & Business Outlook
CONSUMER CAPITAL GROUP, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
For The Six Months Ended
June 30,
For The Three Months Ended
June 30,
2014
2013
2014
2013
Net revenues - ecommerce
$
—
$
2,228
$
—
$
903
Total revenue
—
2,228
—
903
Gross profit
—
2,228
—
903
Operating expenses:
Selling expenses
10,105
40,646
4,269
25,500
General & administrative expenses
465,706
536,490
255,666
204,075
Loss from disposal of subsidiary
6,842
—
6,842
—
Total operating expenses
482,653
577,136
266,777
229,575
Operating loss
(482,653
)
(574,908
)
(266,777
)
(228,672
)
Other income
180
223,473
127
1,233
Other expense
(612
)
(1,616
)
(195
)
(1,616
)
Change in fair value of derivative liabilities
(170,816
)
—
48,471
—
Interest expense
(70,414
)
(2,081
)
(37,123
)
—
Total other income (expenses)
(241,662
)
219,776
11,280
(383
)
Loss from continuing operations before taxes
(724,315
)
(355,132
)
(255,497
)
(229,055
)
Net loss from continuing operations
(724,315
)
(355,132
)
(255,497
)
(229,055
)
Discontinued operations, net of income taxes
70
2,181
—
1,173
Net loss
(724,245
)
(352,951
)
(255,497
)
(227,882
)
Less: Net income attributable to Non-controlling interest
34
1,069
—
575
Net loss attributable to Consumer Capital Group, Inc.
$
(724,279
)
$
(354,020
)
$
(255,497
)
$
(228,457
)
Amounts attributable to Consumer Capital Group, Inc.
Continuing operations, net of income taxes
(724,349
)
(355,201
)
(255,497
)
(229,630
)
Discontinued operations, net of income taxes
70
$
2,181
—
1,173
Net loss attributable to Consumer Capital Group, Inc.
(724,279
)
(354,020
)
(255,497
)
(228,457
)
Basic and diluted loss per common share attributable to Consumer Capital Group, Inc.:
Continuing operations
(0.04
)
(0.02
)
(0.01
)
(0.01
)
Discontinued operations
0.00
0.00
0.00
0.00
Net loss attributable to Consumer Capital Group Inc.
(0.04
)
(0.02
)
(0.01
)
(0.01
)
Weighted average number of common shares outstanding - basic and diluted (1)
19,072,532
19,068,889
19,072,532
19,068,889
Net loss
$
(724,245
)
$
(352,951
)
$
(255,497
)
$
(227,882
)
Foreign currency translation adjustment
8,797
(1,105
)
(7,894
)
(1,985
)
Other comprehensive income, net of tax
$
8,797
$
(1,105
)
$
(7,894
)
$
(1,985
)
Comprehensive loss, net of tax
(715,448
)
(354,056
)
(263,391
)
(229,867
)
Comprehensive income attributable to non-controlling interest
10,190
1,482
10,947
903
Comprehensive loss attributable to Consumer Capital Group, Inc.
$
(725,638
)
$
(355,538
)
$
(274,338
)
$
(230,770
)
Management Discussion and Analysis
Results of Operations
Letter of Intent with Zhongying Yunshang
On July 18, 2014, the Company and Shenzhen Zhongying Yunshang Techonology Company Limited, a company established under the laws of People’s Republic of China (“Zhongying Yunshang”), entered into a letter of intent to conduct a Share Exchange Agreement (the “Agreement”), pursuant to which the Company will acquire 51% of the capital stock of Zhongying Yunshang from its stockholder LV Yong (the “Merger”). Under the Agreement, the Company shall issue a total of 3,150,000 shares (the “Shares”) of the Company’s common stock to LV Yong, evaluated at $2.6 per share for a total of $8,190,000 or approximately RMB 51,000,000. In addition, the Company may issue 1,810,000 shares of common stock and certain three-year stock options at an exercise price of $2.00 per share to LV Yong as management incentives after the closing of the Merger. Currently the Company and Zhongying Yunshang applied to have the Merger approved by Shenzhen City Longhua District Commerce Committee and registration modification by Administration for Industry and Commerce. The Company shall issue the Shares to LV Yong within twenty-five (25) business days, upon the Merger transaction is approved by relevant Chinese government agencies and registration modification is completed, as well as the audit of Zhongying Yunshang is completed by the Company’s independent registered public accountant. The Agreement shall become effective after LV Yong receives the Shares. In addition, the Company is committed to raise $30,000,000 capital within ninety (90) days of the effectiveness of the Agreement and reach certain milestones for its stock price. If the Company cannot complete the financing or reach the milestones for its stock price within twelve (12) months of the effectiveness of the Agreement, the Agreement will be deemed null and void since inception and any share transfer or issuance shall be returned.
Comparison of three months ended June 30, 2014 and June 30, 2013
Revenues
We derive our revenues from our e-commerce business. We have not generated any revenue from our debit card business historically. Our net revenues for the three months ended June 30, 2014 decreased to $0 from $903 for the three months ended June 30, 2013, a decrease of $903 or 100.0%.
Comments & Business Outlook
CONSUMER CAPITAL GROUP, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For The Years Ended December 31,
2013
2012
Net revenues - ecommerce
$
5,681
$
1,153,389
Net revenues - distribution
5,842,547
5,670,491
Total revenue
5,848,228
6,823,880
Cost of sales - distribution
5,767,654
5,595,790
Gross profit
80,574
1,228,090
Operating expenses:
Selling expenses
112,907
985,515
General & administrative expenses
932,602
1,575,873
Total operating expenses
1,045,509
2,561,388
Operating loss
(964,935
)
(1,333,298
)
Other income
278,121
51,933
Other expense
(11,296
)
—
Total other income
266,825
51,933
Loss before taxes
(698,110
)
(1,281,365
)
Provision for income taxes
1,683
1,765
Net loss
(699,793
)
(1,283,130
)
Less: Net income attributable to Non-controlling interest
2,307
2,540
Net loss attributable to Consumer Capital Group, Inc.
$
(702,100
)
$
(1,285,670
)
Loss per share - basic and diluted
$
(0.04
)
$
(0.07
)
Weighted average number of common shares outstanding - basic and diluted (1)
19,068,889
19,068,889
Net loss
$
(699,793
)
$
(1,283,130
)
Other comprehensive loss, before tax
Foreign currency translation adjustment
(9,976
)
(7,559
)
Other comprehensive loss, net of tax
$
(9,976
)
$
(7,559
)
Comprehensive loss, net of tax
(709,769
)
(1,290,689
)
Comprehensive income attributable to non-controlling interest
3,134
2,816
Comprehensive loss attributable to Consumer Capital Group, Inc.
$
(712,903
)
$
(1,293,505
)
Management Discussion and Analysis
Results of Operations
Comparison of years ended December 31, 2013 and December 31, 2012
Revenues
We derive our revenues from our e-commerce business and meat distribution business. We have not generated any revenue from our debit card business. Our net revenues for the year ended December 31, 2013 decreased to $5,848,228 from $6,823,880 for the year ended December 31, 2012, a decrease of $972,652 or 14.3%.
Comments & Business Outlook
CONSUMER CAPITAL GROUP, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
For The Three Months Ended June 30,
For The Six Months Ended June 30,
2013
2012
2013
2012
Net revenues - ecommerce
$
903
$
135,591
$
2,228
$
1,143,346
Net revenues - distribution
1,735,841
1,142,863
3,139,205
1,705,268
Total revenue
1,736,744
1,278,454
3,141,433
2,848,614
Cost of sales - distribution
1,716,663
1,130,445
3,104,805
1,676,002
Gross profit
20,081
148,009
36,628
1,172,612
Operating expenses:
Selling expenses
37,255
37,224
62,022
894,047
General & administrative expenses
209,820
350,426
546,492
847,779
Total operating expenses
247,075
387,650
608,514
1,741,826
Operating loss
(226,994
)
(239,641
)
(571,886
)
(569,214
)
Other income
1,233
14,506
221,392
50,804
Other expense
(1,616
)
—
(1,616
)
—
Total other income
(383
)
14,506
219,776
50,804
Loss before taxes
(227,377
)
(225,135
)
(352,110
)
(518,410
)
Provision for income taxes
505
28
841
159
Net loss
(227,882
)
(225,163
)
(352,951
)
(518,569
)
Less: Net income (loss) attributable to non-controlling interest
575
(99
)
1,069
94
Net loss attributable to Consumer Capital Group, Inc.
$
(228,457
)
$
(225,064
)
$
(354,020
)
$
(518,663
)
Loss per share - basic and diluted
$
(0.01
)
$
(0.01
)
$
(0.02
)
$
(0.03
)
Weighted average number of common shares outstanding - basic and diluted (1)
19,068,889
19,068,889
19,068,889
19,068,889
Net loss
$
(227,882
)
$
(225,163
)
$
(352,951
)
$
(518,569
)
Other comprehensive loss
Foreign currency translation adjustment
(1,985
)
(1,586
)
(1,105
)
(9,308
)
Comprehensive loss
(229,867
)
(226,749
)
(354,056
)
(527,877
)
Comprehensive income (loss) attributable to non-controlling interest
903
(314
)
1,482
(136
)
Comprehensive loss attributable to Consumer Capital Group, Inc.
$
(230,770
)
$
(226,435
)
$
(355,538
)
$
(527,741
)
Auditor trail
Item 4.01
Changes in Registrant’s Certifying Accountant
(a)
Previous independent registered public accounting firm
(i)
On July 8, 2013, Consumer Capital Group, Inc. (the “Company”) formally informed Anton & Chia, LLP (“Anton”) and Anton confirmed their acknowledgement of their dismissal as the Company’s independent registered public accounting firm.
(ii)
The reports of Anton on the Company’s financial statements as of and for the year ended December 31, 2012, and the year ended December 31, 2011, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
(iii)
The Company’s Board of Directors participated in and approved the decision to change independent registered public accounting firms.
(iv)
During the year ended December 31, 2012 and the year ended December 31, 2011 and through July 8, 2013 there have been no disagreements with Anton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Anton would have caused them to make reference thereto in connection with their report on the financial statements for such years.
(v)
The Company has requested that Anton furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of that letter is attached hereto as Exhibit 16.1
(b)
New independent registered public accounting firm
(1)
On July 8, 2013, the Company engaged MaloneBailey, LLP as its new independent registered public accounting firm. During the two most recent fiscal years and through July 8, 2013, the Company has not consulted with MaloneBailey, LLP regarding any of the following:
(i)
The application of accounting principles to a specific transaction, either completed or proposed;
(ii)
The type of audit opinion that might be rendered on the Company’s consolidated financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that MaloneBailey, LLP concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue; or
(iii)
Any matter that was the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.
Comments & Business Outlook
CONSUMER CAPITAL GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
For The Three Months Ended June 30,
For The Six Months Ended June 30,
2012
2011
2012
2011
Net revenues – ecommerce
$
135,591
$
581,618
$
1,143,346
$
1,188,409
Net revenues – distribution
1,142,863
765,063
1,705,268
2,105,476
Total revenue
1,278,454
1,346,681
2,848,614
3,293,885
Cost of sales – distribution
1,130,445
750,707
1,676,002
2,076,865
Gross profit
148,009
595,974
1,172,612
1,217,020
Operating expenses:
Selling expenses
37,224
350,108
894,047
853,508
General & administrative expenses
350,426
580,289
847,779
1,787,761
Total operating expenses
387,650
930,397
1,741,826
2,641,269
Operating loss
(239,641
)
(334,423
)
(569,214
)
(1,424,249
)
Other income
14,506
19,836
50,804
100,794
Total other income
14,506
19,836
50,804
100,794
Loss before taxes
(225,135
)
(314,587
)
(518,410
)
(1,323,455
)
Provision for income taxes
28
15,776
159
72,320
Net loss
(225,163
)
(330,363
)
(518,569
)
(1,395,775
)
Less: Net income (loss) attributable to noncontrolling interest
(99
)
255
94
798
Net loss attributable to Consumer Capital Group, Inc.
$
(225,064
)
$
(330,618
)
$
(518,663
)
$
(1,396,573
)
Loss per share – basic and diluted
$
(0.01
)
$
(0.02
)
$
(0.03
)
$
(0.09
)
Weighted average number of common shares outstanding – basic and diluted(1)
19,068,889
18,888,888
19,068,889
15,451,196
Net loss
$
(225,163
)
$
(330,363
)
$
(518,569
)
$
(1,395,775
)
Other comprehensive loss, before tax
Foreign currency translation adjustment
(1,372
)
(20,492
)
(9,079
)
(19,790
)
Other comprehensive loss, net of tax
$
(1,372
)
$
(20,492
)
$
(9,079
)
$
(19,790
)
Comprehensive loss, net of tax
(226,535
)
(350,855
)
(527,648
)
(1,415,565
)
Attribute to:
Non-controlling interest
(314
)
798
(136
)
255
Consumer Capital Group, Inc.
$
(226,221
)
$
(351,653
)
$
(527,512
)
$
(1,415,820
)
Comments & Business Outlook
CONSUMER CAPITAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
For The Three Months Ended March 31,
2012
2011
Net revenues - ecommerce
$
1,007,756
$
606,791
Net revenues - distribution
562,405
1,340,413
Total revenue
1,570,161
1,947,204
Cost of sales - distribution
545,558
1,326,158
Gross profit
1,024,603
621,046
Operating expenses:
Selling expenses
856,823
503,400
General & administrative expenses
497,353
872,472
Total operating expenses
1,354,176
1,375,872
Operating loss
(329,573
)
(754,826
)
Other income
36,298
80,958
Other (expense)
-
(335,000
)
Total other income (expense)
36,298
(254,042
)
Loss before taxes
(293,275
)
(1,008,868
)
Provision for income taxes
131
56,544
Net loss
(293,406
)
(1,065,412
)
Less: Net income attributable to noncontrolling interest
193
543
Net loss attributable to Consumer Capital Group, Inc.
$
(293,599
)
$
(1,065,955
)
Loss per share - basic and diluted
$
(0.02
)
$
(0.06
)
Weighted average number of common shares outstanding - basic and diluted (1)
19,068,888
18,456,790
Net loss
(293,406
)
(1,065,412
)
Other comprehensive loss, before tax
Foreign currency translation adjustment
(7,707
)
702
Other comprehensive loss, net of tax
$
(7,707
)
$
702
Comprehensive loss, net of tax
(301,113
)
(1,064,710
)
Attribute to:
Non-controlling interest
178
-
Consumer Capital Group, Inc.
$
(300,935
)
$
(1,064,710
)
Reverse Merger Activity
Consumer Capital GroupOn February 4, 2011 Consumer Capital Group became a public entity via a
reverse merger transaction .
Company Snapshot:
PRC-based nationwide online retailing platform
Industry Snapshot: (according to company)
China’s Economy- Chinese consumers are experiencing a rapid increase in per capita income and household consumption. This is fueled, in part, by an active array of policies on the part of the Chinese government oriented toward increasing disposable income and shifting growth away from industrial development and toward domestic demand. Both international and domestic retailers are turning their attention to China's smaller cities. Beijing's determination to boost rural consumption is also expected to increase competition among retailers that have previously focused on the country's big cities. Through rapid expansion of networks of retail chain stores, supply and marketing cooperatives are rising as major players in China's “brick and mortar” rural retail market.
Internet Use and E-Commerce in China- China's population of internet users jumped to 384 million in 2009, according to the state China Internet Network Information Center (CNNIC). Throughout 2009, the number of Chinese internet users grew by 86 million, an increase of 28.9% compared to the end of 2008. The survey found 29% of China's 1.3 billion people are now internet users. According to Reuters, the number of Chinese using the internet to book travel, bank, and carry out other commerce grew by 68% year-over-year. E-commerce activity in China has risen dramatically in the past couple of years, according to the Shanghai-based China Market Research Group, and was expected to reach 90% growth in 2010. China's online shopping sales rose to $36.6 billion in 2009 and will reach have reached an estimated $80 billion in 2010.
Post Merger Share Calculation :
2,500,000: Pre reverse merger outstanding shares
1,388,889: Shares cancelled as part of the Share Exchange
17,777,778: Newly issued shares of Common Stock
GeoTeam® best effort calculation of total post reverse merger shares assuming full conversions: 21,666,667
Financial Snapshot: December Year End
2009 vs. 2008
Nine Months 2010 vs 2009
Revenues: $6.98 million vs. nil
Net Income: $ 880,910 vs. nil
Pro Forma Valuation : using latest price of $3.00 and new share count
Trailing 12 months EPS: $0.04
Trailing P/E: 81.5
Financials
Nine Months Ended September 30,
2009
2008
2010
2009
(unaudited)
(unaudited)
Income Statement Data:
Net revenues
$
―
$
―
$
6,977,138
$
―
Total operating expenses
329,764
414,910
5,443,894
247,323
Operating income (loss)
(329,764
)
(414,910
)
1,533,244
(247,323
)
Provision for income taxes
800
1,259
652,334
―
Net income (loss)
$
(330,564
)
$
(416,169
)
$
880,910
$
(247,323
)
Liquidity Requirements
As of September 30, 2010, cash and cash equivalents totaled $7,992,588. We have financed our operations through positive cash flow generated by our consumer e-commerce business. Thus, we believe that our current cash and cash equivalents and cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures for the next 12 months.
However, we may require additional cash due to changes in business conditions or other future developments, including any investments we may decide to pursue.