Report of Foreign Issuer (6-k)
December 20 2019 - 05:03PM
Edgar (US Regulatory)
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 2019
MMTEC,
INC.
(Translation
of registrant’s name into English)
AF,
16/F, Block B, Jiacheng Plaza, 18 Xiaguangli, Chaoyang District,
Beijing, 100027
People’s
Republic of China.
Tel:
+86 10 5617 2312
(Address
of Principal Executive Office)
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 in paper
as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes
☐ No
☒
If
“Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
82-________.
EXPLANATORY
NOTE
This
Report of Foreign Private Issuer on Form 6-K filed by MMtec, Inc.
(together with our subsidiaries, unless the context indicates
otherwise, “we,” “us,” “our,” or the “Company”) contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements
relate to future events or the Company’s future financial
performance. The Company has attempted to identify forward-looking
statements by terminology including “anticipates,” “believes,”
“expects,” “can,” “continue,” “could,” “estimates,” “intends,”
“may,” “plans,” “potential,” “predict,” “should” or “will” or the
negative of these terms or other comparable terminology. These
statements are only predictions, uncertainties and other factors
may cause the Company’s actual results, levels of activity,
performance or achievements to be materially different from any
future results, levels or activity, performance or achievements
expressed or implied by these forward-looking statements. The
information in this Report on Form 6-K is not intended to project
future performance of the Company. Although the Company believes
that the expectations reflected in the forward-looking statements
are reasonable, the Company does not guarantee future results,
levels of activity, performance or achievements. The Company
expectations are as of the date this Form 6-K is filed, and the
Company does not intend to update any of the forward-looking
statements after the date this Report on Form 6-K is filed to
confirm these statements to actual results, unless required by
law.
MMTEC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN U.S. DOLLARS)
(UNAUDITED)
|
|
As of |
|
|
|
June 30,
2019 |
|
|
December 31,
2018 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
4,934,595 |
|
|
$ |
93,625 |
|
Prepaid
rent |
|
|
- |
|
|
|
101,298 |
|
Other
receivable |
|
|
17,379 |
|
|
|
- |
|
Loan to
employee |
|
|
43,638 |
|
|
|
- |
|
Security
deposits - current |
|
|
52,114 |
|
|
|
51,107 |
|
Prepaid expenses and other current assets |
|
|
171,703 |
|
|
|
84,430 |
|
|
|
|
|
|
|
|
|
|
Total Current Assets |
|
|
5,219,429 |
|
|
|
330,460 |
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS: |
|
|
|
|
|
|
|
|
Security
deposit - noncurrent |
|
|
500,000 |
|
|
|
|
|
Property and
equipment, net |
|
|
38,854 |
|
|
|
32,428 |
|
Operating lease
right-of-use assets |
|
|
151,367 |
|
|
|
|
|
Long-term Investment |
|
|
44,560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-current Assets |
|
|
734,781 |
|
|
|
32,428 |
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
5,954,210 |
|
|
$ |
362,888 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS'
(DEFICIT) EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
Deferred
revenue |
|
$ |
45,154 |
|
|
$ |
79,182 |
|
Salary
payable |
|
|
112,858 |
|
|
|
185,434 |
|
Accrued
liabilities and other payables |
|
|
388 |
|
|
|
283,496 |
|
Investee losses
in excess of investment controlled by major shareholders |
|
|
- |
|
|
|
19,426 |
|
Due to Related
Parties |
|
|
72,501 |
|
|
|
239,635 |
|
Lease liabilities, current |
|
|
42,722 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities |
|
|
273,623 |
|
|
|
807,173 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
273,623 |
|
|
|
807,173 |
|
|
|
|
|
|
|
|
|
|
Commitments and
Contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' (DEFICIT) EQUITY: |
|
|
|
|
|
|
|
|
Common
shares ($0.001 par value; 500,000,000 shares authorized; 56,070,000
shares issued and 20,700,000 shares outstanding at June 30,2019
54,000,000 shares issued and 18,000,000 outstanding at December 31,
2018) |
|
|
56,070 |
|
|
|
54,000 |
|
Additional
paid-in capital |
|
|
11,229,339 |
|
|
|
3,759,008 |
|
Less: treasury stock, at cost;
(36,000,000 shares at June 30,2019 and December 31, 2018) |
|
|
(36,000 |
) |
|
|
(36,000 |
) |
Accumulated
deficit |
|
|
(5,459,010 |
) |
|
|
(4,132,069 |
) |
Accumulated other comprehensive loss |
|
|
(109,812 |
) |
|
|
(89,224 |
) |
|
|
|
|
|
|
|
|
|
Total Shareholders' (Deficit) Equity |
|
|
5,680,587 |
|
|
|
(444,285 |
) |
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders' (Deficit) Equity |
|
$ |
5,954,210 |
|
|
$ |
362,888 |
|
MMTEC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(IN U.S. DOLLARS)
(UNAUDITED)
|
|
For the
Six Months Ended |
|
|
For the
Six Months Ended |
|
|
|
June 30,
2019 |
|
|
June 30,
2018 |
|
|
|
|
|
|
|
|
REVENUE |
|
$ |
177,543 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE |
|
|
66,215 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
GROSS
PROFIT |
|
|
111,328 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
Selling and
marketing |
|
|
157,440 |
|
|
|
- |
|
General and
administrative |
|
|
|
|
|
|
|
|
Payroll and
related benefits |
|
|
404,405 |
|
|
|
404,644 |
|
Professional
fees |
|
|
472,638 |
|
|
|
470,190 |
|
Other general and administrative |
|
|
385,428 |
|
|
|
189,411 |
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
|
1,419,911 |
|
|
|
1,064,245 |
|
|
|
|
|
|
|
|
|
|
LOSS FROM
OPERATIONS |
|
|
(1,380,583 |
) |
|
|
(1,064,245 |
) |
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE): |
|
|
|
|
|
|
|
|
Interest
income |
|
|
1,768 |
|
|
|
251 |
|
Interest
expense |
|
|
- |
|
|
|
(12 |
) |
Other income
(expense) |
|
|
(114 |
) |
|
|
4,581 |
|
Foreign
currency transaction gain |
|
|
3764 |
|
|
|
23,682 |
|
Loss on equity method investment controlled by major
shareholders |
|
|
(23,776 |
) |
|
|
(26,506 |
) |
|
|
|
|
|
|
|
|
|
Total Other Income |
|
|
(18,358 |
) |
|
|
1,996 |
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
|
|
(1,326,941 |
) |
|
|
(1,062,249 |
) |
|
|
|
|
|
|
|
|
|
INCOME
TAXES |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
NET LOSS |
|
$ |
(1,326,941 |
) |
|
$ |
(1,062,249 |
) |
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS: |
|
|
|
|
|
|
|
|
NET LOSS |
|
|
(1,326,941 |
) |
|
|
(1,062,249 |
) |
OTHER
COMPREHENSIVE LOSS |
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
(20,588 |
) |
|
|
(26,200 |
) |
COMPREHENSIVE LOSS |
|
$ |
(1,347,529 |
) |
|
$ |
(1,088,449 |
) |
|
|
|
|
|
|
|
|
|
NET LOSS PER COMMON SHARE |
|
|
|
|
|
|
|
|
Basic and diluted |
|
$ |
(0.07 |
) |
|
$ |
(0.02 |
) |
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: |
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
19,955,635 |
|
|
|
54,000,000 |
|
MMTEC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN U.S. DOLLARS)
(UNAUDITED)
|
|
For the
Six Months Ended |
|
|
For the
Six Months Ended |
|
|
|
June 30,
2019 |
|
|
June 30,
2018 |
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
Net
loss |
|
$ |
(1,326,941 |
) |
|
$ |
(1,062,249 |
) |
Adjustments to
reconcile net loss from operations to |
|
|
|
|
|
|
|
|
Net cash used in
operating activities: |
|
|
|
|
|
|
|
|
Depreciation
expense |
|
|
10,315 |
|
|
|
13,181 |
|
Loss on equity
method investment controlled by major shareholders |
|
|
23,776 |
|
|
|
26,506 |
|
Noncash lease
expense |
|
|
150,011 |
|
|
|
— |
|
Changes in
operating assets and liabilities: |
|
|
|
|
|
|
|
|
Security
deposit |
|
|
(1,107 |
) |
|
|
(47 |
) |
Prepaid expenses
and other current assets |
|
|
(104,903 |
) |
|
|
(51,224 |
) |
Advance from
customer |
|
|
(34,363 |
) |
|
|
— |
|
Salary
payable |
|
|
(73,471 |
) |
|
|
(30,389 |
) |
Accrued
liabilities and other payables |
|
|
(162,144 |
) |
|
|
60,710 |
|
Lease
liabilities, current |
|
|
(157,631 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
NET CASH USED
IN OPERATING ACTIVITIES |
|
|
(1,676,458 |
) |
|
|
(1,043,512 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITIES: |
|
|
|
|
|
|
|
|
Purchase of
property and equipment |
|
|
(16,885 |
) |
|
|
(12,408 |
) |
Loan to
employee |
|
|
(44,243 |
) |
|
|
— |
|
Payment in equity method investment |
|
|
(87,762 |
) |
|
|
(12,450 |
) |
|
|
|
|
|
|
|
|
|
NET CASH USED
IN INVESTING ACTIVITIES |
|
|
(148,890 |
) |
|
|
(24,858 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds received
from issuance of common stock |
|
|
6,851,401 |
|
|
|
1,661,420 |
|
Capital
contribution from shareholders |
|
|
— |
|
|
|
5,448 |
|
Repayments to related parties |
|
|
(168,728 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
NET CASH
PROVIDED BY FINANCING ACTIVITIES |
|
|
6,682,673 |
|
|
|
1,666,868 |
|
|
|
|
|
|
|
|
|
|
EFFECT OF
EXCHANGE RATE ON CASH AND CASH EQUIVALENTS |
|
|
(16,355 |
) |
|
|
(24,143 |
) |
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH
EQUIVALENTS |
|
|
4,840,970 |
|
|
|
574,355 |
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTS - beginning of year |
|
|
93,625 |
|
|
|
237,561 |
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTS - end of year |
|
$ |
4,934,595 |
|
|
$ |
811,916 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid
for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
— |
|
|
$ |
— |
|
Income
taxes |
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING
ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from issuance of stocks directly deposited in escrow |
|
$ |
500,000 |
|
|
$ |
— |
|
Exhibits
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, hereunto duly authorized.
Date:
December 20, 2019
|
MMtec,
Inc. |
|
|
|
|
By: |
/s/
Zhen Fan |
|
|
Zhen
Fan, Chief Executive Officer |
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