Bit Digital, Inc 6-K, filed Mar 24, 2020
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Bit Digital, Inc filed this 6-K on March 24, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OFTHE
SECURITIES EXCHANGE ACT OF 1934
For the month of March 2020
Commission File Number 001-38421
GOLDEN BULL LIMITED
(Translation of registrant’s name into English)
136-20 38^th^ Ave., Suite 9A-2,Flushing, NY 11354
(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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K as permitted by Regulation S-T Rule 101(b) (1): _____
Indicate by check mark if the registrant is submitting the Form 6-K as permitted by Regulation S-T Rule 101(b) (7): _____
March 23, 2020
Page 1
Item 8.01 Other Events
On March 23, 2020, Golden Bull Limited (the “Company”) announced its unaudited financial statements for the fiscal year ended December 31, 2019. Its audited financial statements are due by April 30, 2020, unless extended for the effects of the coronavirus. These unaudited results were announced in order to obtain a second grace period from Nasdaq’s maintenance requirements. The Company also stated it would effect a reverse stock split if necessary to maintain its Nasdaq listing.
Item 9.01 Financial Statements and Exhibits
| 99.1 | Press Release dated March 23, 2020 |
|---|
March 23, 2020
Page 2
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.
| GOLDEN BULL LIMITED | ||
|---|---|---|
| (Registrant) | ||
| Date: March 23, 2020 | By: | /s/ Erke Huang |
| Name: | Erke Huang | |
| Title: | Chief Financial Officer |
EXHIBIT99.1
GOLDEN BULL LIMITED
Golden Bull Limited Reports UnauditedTwelve Months
Ended December 31, 2019 Financial Results
March 23, 2020 - Golden Bull Limited (NASDAQ: DNJR) (“Golden Bull” or the “Company”), formerly an online finance marketplace, or “peer-to-peer” (“P2P”) lending company in China that provided borrowers access to short-term loans today announced its unaudited financial results for the twelve months ended December 31, 2019. The filing date for audited financial statements is April 30, 2020 unless extended for the effects of coronavirus. As previously announced, the Company shut down its peer-to-peer lending business and is commencing operations in the auto rental business and bitcoin mining business.
In order to remain in compliance with NASDAQ’s Minimum Bid Price requirement, the Company will effect a reverse stock split if necessary.
Twelve Months Ended December 31, 2019 Financial Highlights(all comparable to the prior year period):
| ● | Total revenues for the twelve months ended December 31, 2019 decreased by 41.8% to approximately $4.6 million from approximately $7.9 million for the twelve months ended December 31, 2018. |
|---|---|
| ● | Net loss for the twelve months ended December 31, 2019 increased by 97.1% to approximately $6.9 million from approximately $3.5 million for twelve months ended December 31, 2018. |
GOLDEN BULL LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| December 31, | |||
|---|---|---|---|
| 2018 | |||
| CURRENT ASSETS | |||
| Cash and cash equivalents | |||
| Other receivables | |||
| Prepaid costs and expenses | |||
| Total current assets | |||
| PROPERTY AND EQUIPMENT, NET | |||
| OTHER ASSETS | |||
| Restricted cash | |||
| Deposits for rental vehicles | |||
| Deposits for property and equipment | |||
| Prepaid expenses | |||
| Deferred tax assets | |||
| Total other assets | |||
| Total assets | |||
| CURRENT LIABILITIES | |||
| Other payables and accrued liabilities | |||
| Taxes payable | ) | ||
| Total current liabilities | |||
| NON CURRENT LIABILITIES | |||
| Long term payable | |||
| Total Non current liabilities | |||
| Total liabilities | |||
| COMMITMENTS AND CONTINGENCIES | |||
| SHAREHOLDERS’ EQUITY | |||
| Common shares, 0.01 par value, 50,000,000 shares authorized, 14,899,185 and 13,000,000 shares issued and outstanding of December 31, 2018 and December 31, 2017* | |||
| Shares subscription receivables | ) | ) | |
| Additional paid-in capital | |||
| Statutory reserves | |||
| Accumulated deficit | ) | ) | |
| Accumulated other comprehensive income (loss) | ) | ) | |
| Total shareholders’ equity | |||
| NONCONTROLLING INTEREST | |||
| Total shareholders’ equity | |||
| Total liabilities and shareholders’ equity |
All values are in US Dollars.
*Giving retroactive effect to the 260 for 1 split effectedon November 3, 2017.
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GOLDEN BULL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE LOSS
(UNAUDITED)
| For the years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | ||||
| OPERATING REVENUES | ||||||
| Transaction Fees | ||||||
| Management Fees | ||||||
| Sales taxes | ) | ) | ||||
| Total operating revenues, net | ||||||
| OPERATING EXPENSES | ||||||
| Selling | ) | ) | ) | |||
| General and administrative | ) | ) | ) | |||
| Research and development | ) | ) | ) | |||
| Total operating expenses | ) | ) | ) | |||
| LOSS FROM OPERATIONS | ) | ) | ) | |||
| OTHER INCOME (EXPENSE) | ||||||
| Interest income | ||||||
| Other finance expenses | ) | ) | ) | |||
| Other income (expenses) | ||||||
| Total other income, net | ) | |||||
| (LOSS) INCOME BEFORE INCOME TAXES (BENEFITS) | ) | ) | ) | |||
| PROVISION (BENEFIT) FOR INCOME TAXES | ||||||
| Current | ||||||
| Deferred | ) | ) | ||||
| Total provision (benefit) for income taxes | ) | ) | ||||
| NET INCOME (LOSS) | ) | ) | ) | |||
| Less: Net income (loss) attributable to noncontrolling interest | ) | ) | ) | |||
| NET INCOME (LOSS) ATTRIBUTABLE TO GOLDEN BULL LIMITED | ) | ) | ) | |||
| NET INCOME (LOSS) | ) | ) | ) | |||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||
| Foreign currency translation adjustment | ) | ) |
All values are in US Dollars.
| For the years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | ||||
| COMPREHENSIVE LOSS | ) | ) | ) | |||
| Less: Comprehensive loss attributable to noncontrolling interest | ) | ) | ) | |||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO GOLDEN BULL LIMITED | ) | ) | ) | |||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES | ||||||
| Basic and diluted* | ||||||
| EARNINGS (LOSS) PER SHARE | ||||||
| Basic and diluted* | ) | ) | ) |
All values are in US Dollars.
*Giving retroactive effect to the 260 for 1 split effected on November 3, 2017.
3
GOLDEN BULL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’EQUITY
(UNAUDITED)
| Retained earnings | Accumulated | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary<br> Shares | Shares | Additional | (accumulated<br> deficit) | other | ||||||||||||||||||||
| Shares* | Par<br> Value | Subscription<br> Receivables | paid-in<br> capital | Statutory<br> reserves | Unrestricted | comprehensive<br> loss | Noncontrolling<br> interest | Total | ||||||||||||||||
| BALANCE,<br> December 31, 2016 | 26,000 | $ | 260 | $ | (45,457 | ) | $ | 8,046,392 | $ | 6,189 | $ | 48,447 | $ | (196,087 | ) | $ | 960,056 | $ | 8,819,800 | |||||
| Variable interest entity<br> acquired and contributed by shareholders | - | - | - | 17,853 | - | - | - | - | 17,853 | |||||||||||||||
| Noncontrolling interests<br> acquired and contributed by shareholders | - | - | - | 348,323 | - | - | - | (348,323 | ) | - | ||||||||||||||
| Capital restructuring | 10,942,360 | 109,424 | - | (109,424 | ) | - | - | - | - | - | ||||||||||||||
| Issuance of ordinary<br> shares to service providers | 2,031,640 | 20,316 | - | 4,009,684 | - | - | - | - | 4,030,000 | |||||||||||||||
| Net loss attributable<br> to Golden Bull Limited | - | - | - | - | - | (942,368 | ) | - | - | (942,368 | ) | |||||||||||||
| Net loss attributable<br> to noncontrolling interest | - | - | - | - | - | - | - | (54,457 | ) | (54,457 | ) | |||||||||||||
| Foreign<br> currency translation | - | - | - | - | - | - | 526,793 | 47,835 | 574,628 | |||||||||||||||
| BALANCE, December<br> 31, 2017 | 13,000,000 | 130,000 | (45,457 | ) | 12,312,828 | 6,189 | (893,921 | ) | 330,706 | 605,111 | 12,445,456 | |||||||||||||
| Issuance of original<br> ordinary shares through Initial public offering, net | 1,550,000 | 15,500 | - | 2,465,554 | - | - | - | - | 2,481,054 | |||||||||||||||
| Issuance of over-allotment ordinary shares | 232,500 | 2,325 | - | 839,325 | 841,650 | |||||||||||||||||||
| Issuance of exercised warrants shares | 63,645 | 636 | - | (636 | ) | - | ||||||||||||||||||
| Issuance of ordinary<br> shares to service consultants | 53,040 | 530 | - | 238,150 | 238,680 | |||||||||||||||||||
| Net loss attributable<br> to Golden Bull Limited | - | - | - | - | - | (3,425,981 | ) | (3,425,981 | ) | |||||||||||||||
| Net loss attributable<br> to noncontrolling interest | - | - | - | - | - | - | - | (111,145 | ) | (111,145 | ) | |||||||||||||
| Foreign<br> currency translation | - | - | - | - | - | - | (364,653 | ) | (26,810 | ) | (391,463 | ) | ||||||||||||
| BALANCE, December<br> 31, 2018 | 14,899,185 | $ | 148,992 | $ | (45,457 | ) | $ | 15,855,220 | $ | 6,189 | $ | (4,319,902 | ) | $ | (33,947 | ) | $ | 467,156 | $ | 12,078,252 | ||||
| Issuance of original<br> ordinary shares through Initial public offering, net | - | - | - | - | ||||||||||||||||||||
| Issuance of over-allotment ordinary shares | - | |||||||||||||||||||||||
| Issuance of exercised warrants shares | - | |||||||||||||||||||||||
| Issuance of ordinary<br> shares to service consultants | - | |||||||||||||||||||||||
| Net loss attributable<br> to Golden Bull Limited | (6,785,546 | ) | (6,785,546 | ) | ||||||||||||||||||||
| Net loss attributable<br> to noncontrolling interest | - | - | - | - | - | - | - | (152,136 | ) | (152,136 | ) | |||||||||||||
| Foreign<br> currency translation | - | - | - | - | - | - | (74,993 | ) | (7,417 | ) | (82,410 | ) | ||||||||||||
| BALANCE, December<br> 31, 2019 | 14,899,185 | $ | 148,992 | $ | (45,457 | ) | $ | 15,855,220 | $ | 6,189 | $ | (11,105,447 | ) | $ | (108,940 | ) | $ | 307,603 | $ | 5,058,160 |
*Giving retroactive effect to the 260 for 1 split effected on November 3, 2017.
4
GOLDEN BULL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net income (loss) | ) | ) | ) | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
| Depreciation and amortization | ||||||
| Loss on disposal of equipment | ||||||
| Deferred tax expenses (benefits) | ) | ) | ||||
| Amortization of stock compensation expenses for services | ||||||
| Change in operating assets and liabilities | ||||||
| Other receivables | ) | ) | ||||
| Prepaid costs and expenses | ) | ) | ||||
| Security deposits | ||||||
| Accounts payable | ||||||
| Other payables and accrued liabilities | ||||||
| Deferred revenues | ) | |||||
| Deferred rent liabilities | ) | |||||
| Increase in Long term other payable | ||||||
| Taxes payable | ) | ) | ||||
| Net cash used in operating activities | ) | ) | ) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchases of property and equipment | ) | ) | ||||
| Deposits for property and equipment | ) | |||||
| Deposits for rental vehicles | ) | ) | ||||
| Cash acquired through variable interest entity | ||||||
| Net cash used in investing activities | ) | ) | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Proceeds from issuance of ordinary shares through initial public offerings, net | ||||||
| Prepaid initial public offerings costs | ) | |||||
| Net cash provided by (used in) financing activities | ) | |||||
| EFFECT OF EXCHANGE RATE ON CASH | ) | ) | ||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ) | ) | ) | |||
| CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of year | ||||||
| CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, end of year | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||
| Cash paid for income tax | ||||||
| NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | ||||||
| Capital contribution on shares subscription receivables | ||||||
| Noncontrolling interests acquired and contributed by shareholders | ||||||
| Issuance of ordinary shares to consultants and service providers | ||||||
| Prepaid initial public offerings costs offset against initial public offerings proceeds |
All values are in US Dollars.
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