Corporate Structure and Compliance - The company operates as a holding entity incorporated in the Cayman Islands, with no material operations of its own, conducting operations through subsidiaries in the UK and a VIE in China until March 2025[18]. - The VIE Agreements allowed the company to consolidate financial results of the VIE under U.S. GAAP for fiscal years ending December 31, 2024, 2023, and 2022[22]. - The Exclusive Business Cooperation Agreement with Mingda Tianjin provided WFOE with exclusive rights to manage operations and collect service fees equivalent to Mingda Tianjin's net income after statutory reserves[23]. - The Share Pledge Agreement secured WFOE's rights over Mingda Tianjin's equity interests, allowing it to collect dividends and dispose of pledged interests in case of default[26]. - The company is not currently subject to cybersecurity reviews as it does not have over one million users' personal information, nor does it anticipate reaching that threshold in the foreseeable future[34]. - The company is categorized as an existing enterprise under the Trial Administrative Measures, meaning it is not immediately required to file for compliance following its overseas listing[34]. - The company’s auditor, RBSM LLP, is subject to PCAOB inspections, and there are no current restrictions on trading its Ordinary Shares under the HFCA Act[36]. - The company has not received any inquiries or sanctions regarding its overseas listing from the CSRC or other PRC authorities as of the report date[34]. - The VIE structure provided a means for foreign investment in China-based companies, which is restricted by Chinese law[22]. - The company has the option to purchase equity interests in Mingda Tianjin under the Exclusive Option Agreement, ensuring control over its operations[30]. - The VIE has received all requisite licenses and permissions from PRC authorities to operate in China, including a Business License and Registration Certificate[38]. - The Company is not required to obtain permission from PRC authorities for securities operations, but may face future compliance requirements due to evolving regulations[44]. - The CSRC's Trial Measures require domestic companies to complete filing procedures for overseas offerings within three working days of submission[40]. - The revised Provisions on confidentiality and archives administration require domestic companies to obtain approval for disclosing documents containing state secrets[42]. - The Company may face difficulties in remitting foreign currency for dividend payments due to PRC government controls[52]. - The Company intends to apply for a tax resident certificate to potentially benefit from a reduced withholding tax rate on dividends[54]. - The company is classified as an Existing Issuer and is not immediately required to file for compliance with the CSRC, but must comply for future offerings[107][108]. - The CSRC's Trial Measures require domestic companies to complete filing procedures within three working days for overseas offerings, with penalties for non-compliance[105]. - The revised Provisions on Strengthening Confidentiality require approval for disclosing documents containing state secrets to foreign entities[109]. - The PCAOB currently has access to inspect the company's auditor, RBSM LLP, but uncertainties remain regarding future inspections due to regulatory changes[118]. - The HFCA Act mandates that if the PCAOB cannot inspect the company's auditors for two consecutive years, trading of its securities may be prohibited[118]. - The company may face significant risks of delisting if it fails to comply with the HFCA Act, potentially leading to a total loss of the value of its securities[118]. - The Protocol signed by the CSRC, MOF, and PCAOB aims to facilitate inspections of audit firms in mainland China and Hong Kong, but future access may still be obstructed[120]. - PRC regulations may limit the ability of the company to acquire PRC companies or inject capital into its PRC subsidiary, potentially affecting business operations[121]. - The company’s PRC subsidiary must comply with SAFE regulations for foreign exchange activities, which may restrict capital inflows and dividend distributions[125]. - There is no statutory limit on the amount of capital contribution to the PRC subsidiary, but approvals from MOFCOM and local banks are required[125]. - Foreign loans to the PRC subsidiary must be registered with SAFE, and the current foreign debt mechanism limits loans to 200% of the net assets of the subsidiary[126]. - The company faces uncertainties regarding indirect transfers of equity interests in PRC resident enterprises, which may incur a 10% withholding tax[131]. - The M&A Rules require offshore special purpose vehicles to obtain approval from MOFCOM for acquisitions of PRC domestic companies[150]. - The company’s legal counsel indicates that CSRC approval is not required for listing on the Nasdaq, as the PRC subsidiary was established through direct investment[151]. - Compliance with M&A Rules may complicate future acquisitions, requiring notifications to MOFCOM for certain transactions[157]. - The company may face regulatory actions if it fails to comply with PRC regulations regarding mergers and acquisitions, potentially affecting its operations and financial condition[153]. Financial Performance - Revenue decreased by 90% in 2022 compared to 2021, primarily due to the impact of the COVID-19 pandemic and declining consumer demand in China[69]. - Revenue generated through PRC operating entities for 2023 was $41,954, a decrease of 90% from $434,371 in 2022[72]. - The PRC operating entities reported $nil revenue for 2024, a 100% decrease from $41,954 in 2023, due to cessation of operations in China[71]. - As of the date of the annual report, no dividends or distributions have been made to the Company or its shareholders, and future earnings are intended to finance business expansion[47]. - Current PRC regulations allow WFOE to pay dividends to MDJH Hong Kong only from accumulated profits, and at least 10% of after-tax profits must be set aside for statutory reserves[50]. - The company does not intend to pay dividends for the foreseeable future, opting to retain earnings for business operation and expansion[161]. - The PRC operating entities reported revenue of $nil in 2024, $41,954 in 2023, and $434,371 in 2022, with a net loss of $(631,355) in 2024, $(662,821) in 2023, and $(1,847,047) in 2022[200]. - The PRC operating entities generated 0%, 29.0%, and 96.4% of their total revenue through primary agency sales services in fiscal years ended December 31, 2024, 2023, and 2022, respectively[199]. - The total value of contracts for new properties sold by the PRC operating entities was $0 million, $8.97 million, and $83.12 million for the years ended December 31, 2024, 2023, and 2022, respectively[215]. - The PRC operating entities' total gross floor area of new properties under contract was 0, 1.24 thousand square meters, and 13.98 thousand square meters for the years ended December 31, 2024, 2023, and 2022, respectively[215]. Market Expansion and Operations - The company has expanded into European markets by establishing subsidiaries in the UK and Germany and acquiring properties such as Fernie Castle and the Robin Hill Property[69]. - The UK subsidiaries face challenges in identifying and managing additional hotel properties, which could impair growth strategies[60]. - Compliance with hospitality industry regulations is critical, as non-compliance may lead to fines or operational suspensions, adversely affecting financial results[61]. - The company is exposed to risks from international trade disputes and tariffs, which could increase operational costs and negatively impact profit margins[67]. - The UK subsidiaries must maintain property conditions to attract customers; failure to do so could lead to decreased occupancy rates and market share[63]. - The company relies heavily on the experience of its senior management team, and loss of key personnel could hinder business operations[74]. - The Japanese subsidiary MD Japan has not yet commenced operations and faces risks from economic instability and natural disasters, which could adversely affect future business[77]. - MD German, the company's German subsidiary, has not commenced operations or generated revenue, making it vulnerable to economic downturns and uncertainties[81]. - The company has established a significant step for global expansion through the establishment of Mansions, which provides comprehensive UK real estate-related services[197]. - The company plans to continue searching for potential acquisition targets in the UK and other European countries, focusing on properties with rich historical value[206]. - The newly launched e-commerce platform, www.uokaus.com, aims to integrate commerce with cultural heritage and offers handcrafted products reflecting craftsmanship and artistic traditions[202]. - The company aims to develop unique cultural assets and enhance market competitiveness through the creation of Eastern cultural landscape gardens at Fernie Castle[206]. - The company plans to strategically expand its cultural operations worldwide by collaborating with artisans and craftsmen to develop a diverse collection of products[206]. Governance and Shareholder Matters - The Chief Executive Officer, Mr. Siping Xu, owns 38.70% of the company's Ordinary Shares, granting him significant voting influence over corporate matters[160]. - The concentration of voting power held by Mr. Xu could delay or prevent changes in control, adversely affecting the market price of Ordinary Shares[160]. - The company is exempt from certain Nasdaq corporate governance standards, which may afford shareholders less protection compared to U.S. domestic issuers[168]. - The company has identified a material weakness in internal control over financial reporting prior to its IPO, but has since taken steps to address this issue[162]. - The company received a notice from Nasdaq on October 23, 2024, for failing to comply with the minimum closing bid price requirement of $1.00 per share[171]. - A private placement completed on September 18, 2024, involved the issuance of 2,722,224 units at $0.90 per unit, totaling approximately $2.45 million[173]. - The company has issued an aggregate of 12,918,667 Ordinary Shares in connection with the private placement[173]. - The company may face significant consequences if delisted from the Nasdaq Capital Market, including reduced liquidity and increased trading restrictions[173]. - The company may incur significant resources to address scrutiny and negative publicity associated with U.S.-listed Chinese companies, potentially harming its operations and stock price[163].

Core Viewpoint - MDJM LTD is changing its ticker symbol from "MDJH" to "UOKA" effective December 3, 2024, reflecting its mission and strategic vision [1][3]. Group 1: Ticker Symbol Change - The new ticker symbol "UOKA" is inspired by the Eastern philosophical concept of "Unity of Knowledge and Action," emphasizing the connection between understanding and execution [2]. - This change aligns the company's market identity with its commitment to cultural exchange, innovation, and sustainable growth [3]. Group 2: Company Overview - MDJM LTD is an integrated global culture-driven asset management company focused on transforming historical properties into cultural hubs that integrate modern technology with historical value [4]. - The company is expanding its operations in the UK, developing projects like Fernie Castle in Scotland and the Robin Hill Property in England into multifunctional cultural venues [4]. - MDJM aims to promote Eastern and Western cultural exchanges through its historical properties, enhancing its global market presence and cultural business footprint [4].

Core Points - MDJM LTD has received a Notification Letter from Nasdaq indicating non-compliance with the minimum bid price requirement of US$1.00 per share [1][2] - The Company has 180 calendar days, until April 21, 2025, to regain compliance with the Nasdaq Listing Rule [2] - If compliance is not achieved within this period, the Company may be eligible for an additional 180 days under certain conditions [3] Company Overview - MDJM LTD is an integrated global culture-driven asset management company focused on transforming historical properties into cultural hubs [4] - The Company is expanding operations in the UK, with projects like Fernie Castle in Scotland and the Robin Hill Property in England [4] - MDJM aims to blend modern digital technology with historical value, creating multi-functional cultural venues for dining, hospitality, art exhibitions, and cultural exchanges [4]

Financial Performance - Total revenue for the six months ended June 30, 2024, was $9,952, compared to $39,966 for the same period in 2023, representing a decline of approximately 75%[4] - Net loss for the six months ended June 30, 2024, was $1,326,011, compared to a net loss of $793,699 for the same period in 2023, marking an increase in loss of about 67%[4] - Basic and diluted net loss per ordinary share for the six months ended June 30, 2024, was $(0.11), compared to $(0.07) for the same period in 2023[4] - Operating expenses for the six months ended June 30, 2024, totaled $1,336,449, up from $934,148 in the same period of 2023, representing an increase of about 43%[4] - For the six months ended June 30, 2024, the net loss attributable to ordinary shareholders was $1,326,011, compared to a net loss of $793,699 for the same period in 2023, resulting in a per share loss of $0.11, up from $0.07[52] Assets and Liabilities - Total current assets increased to $1,038,586 as of June 30, 2024, from $682,509 as of December 31, 2023, reflecting a growth of about 52%[2] - Total liabilities rose to $280,856 as of June 30, 2024, compared to $122,037 as of December 31, 2023, indicating an increase of approximately 130%[2] - Total assets increased to $4,322,547 as of June 30, 2024, compared to $3,999,242 as of December 31, 2023, reflecting a growth of about 8%[2] - Cash and cash equivalents decreased to $84,241 as of June 30, 2024, from $503,505 as of December 31, 2023, a decline of approximately 83%[2] - Accounts receivable as of June 30, 2024, amounted to $197,278, down from $211,369 as of December 31, 2023, with a net accounts receivable of $150,210 after accounting for an allowance for expected credit losses[63] Shareholder Equity - Total shareholders' equity increased to $4,041,691 as of June 30, 2024, from $3,877,205 as of December 31, 2023, showing an increase of approximately 4%[2] - The number of ordinary shares issued and outstanding increased to 12,874,496 as of June 30, 2024, from 11,675,216 as of December 31, 2023[2] - The Company issued 12,874,496 ordinary shares as of June 30, 2024, an increase from 11,675,216 shares as of December 31, 2023[90] Cash Flow and Liquidity - Cash used in operating activities for the first half of 2024 was $404,554, an increase of 52% from $264,997 in the same period of 2023[9] - The company reported a decrease in cash, cash equivalents, and restricted cash from $761,580 at the end of June 2023 to $84,241 at the end of June 2024, indicating a significant liquidity contraction[9] - The total cash, cash equivalents, and restricted cash at the end of the period was $84,241, down from $761,580, reflecting a decrease of approximately 89%[9] Taxation - The Group's operations in China are subject to a corporate income tax rate of 25%[46] - The UK corporation tax rate is 25% for the fiscal year beginning April 1, 2023, up from 19% in the previous year[47] - The Group recognizes deferred income taxes for temporary differences and net operating loss carryforwards, applying statutory tax rates expected to be in effect when the amounts are recovered or settled[48] - The Group's tax rate in the PRC is 25%, with potential reductions for small businesses under specific income thresholds, which may impact future profitability[72] Revenue Sources - The Group's major revenue is generated from commission fees for selling real estate properties, with revenue recognized upon the completion of sales contracts[37] - The Group started engaging in hotel operations in May 2023, recognizing revenue from room sales, food and beverage services, and event space rentals based on ASC 606[42] - For the six months ended June 30, 2024, hotel income accounted for 100% of total revenue, while real estate agent income accounted for 0%[116] - Real estate agent income declined by 90.34% in 2023 compared to 2022, and 89.71% in 2022 compared to 2021, primarily due to tightening policies in the PRC real estate market[97] Operational Developments - MDJM has expanded its operations by incorporating a new subsidiary, Fernie Castle Culture Limited, in the UK on August 22, 2023, focusing on brand management and development[14] - The company has remodeled properties in the UK into a multi-functional cultural venue and hotel, with ongoing renovations[98] - The company has faced challenges in the UK market due to factors such as labor shortages and rising energy costs[99] Agreements and Future Plans - The Company entered into a Securities Purchase Agreement with investors, requiring a resale registration statement to be filed with the SEC within 30 days after the Closing Date[119] - The Company will incur liquidated damages of 2% of the aggregate subscription amount if it fails to file or maintain the effectiveness of the Registration Statement as per the Registration Rights Agreement[119] - The company intends to use net cash proceeds from the recent offering for working capital and general corporate purposes[118]

Core Viewpoint - MDJM LTD has announced a private placement to raise approximately $2.45 million through the issuance of units consisting of ordinary shares and warrants [1][2]. Group 1: Private Placement Details - The company will issue a total of 2,722,224 units at a purchase price of $0.90 per unit [2]. - Each unit includes one ordinary share, one Series A warrant with an exercise price of $1.35, and one Series B warrant with an exercise price of $0.001 [2]. - The Series A and Series B warrants will be exercisable upon issuance and will have a term of three and a half years [2]. Group 2: Placement Agent and Regulatory Information - Maxim Group LLC is acting as the sole placement agent for this offering [3]. - The securities are offered in a private placement exempt from registration requirements under the Securities Act of 1933 and applicable state securities laws [3]. Group 3: Company Overview - MDJM LTD is focused on transforming historical properties into cultural hubs that integrate modern technology with historical value [4]. - The company is expanding its operations in the UK, with projects like Fernie Castle in Scotland and the Robin Hill Property in England [4]. - MDJM aims to promote cultural exchanges through its properties, enhancing its global market presence [4].

LETHAM, Scotland, Aug. 28, 2024 /PRNewswire/ -- MDJM LTD (Nasdaq: MDJH) (the "Company" or "MDJM"), an integrated global culture-driven asset management company, today announced the appointment of William Bo Wang as a board member and Director of its wholly owned subsidiary, MANSIONS CATERING AND HOTEL LTD ("Mansions"), a United Kingdom company. Mr. Wang's extensive background in education is expected to further MDJM's commitment to expanding its cultural business development through educational activities a ...

Core Viewpoint - MDJM LTD has entered into a Strategic Cooperation Agreement with Tianjin Rongbaozhai to enhance cultural and artistic businesses, marking a significant milestone in MDJM's expansion within the cultural sector [1][3]. Group 1: Strategic Cooperation Agreement - The agreement aims to foster collaboration in art exchange, cultural product development, and asset management [3]. - Mansions Catering and Hotel Ltd will utilize historical properties like Fernie Castle and Robin Hill Hotel for cultural dissemination efforts, hosting art exhibitions and auctions [3]. - The collaboration includes developing high-end customized cultural products for the UK and European markets, blending intangible cultural heritage with modern design [3]. Group 2: Cultural Initiatives and Development - This cooperation continues MDJM's cultural initiatives, following the appointments of experts in cultural development [4]. - The construction of the Eastern Garden and renovations at Fernie Castle, along with resources from Tianjin Rongbaozhai, are expected to strengthen MDJM's cultural portfolio [4]. - MDJM aims to create cultural hubs that bridge Eastern and Western cultures, enhancing the impact of its cultural projects [5]. Group 3: Company Overview - MDJM LTD is focused on transforming historical properties into cultural hubs that integrate modern digital technology with historical value [6]. - The company is actively expanding in the UK, remodeling properties into multifunctional cultural venues featuring dining, hospitality, and art exhibitions [6]. - MDJM positions itself as a hub for artisan exchanges and cultural events, reflecting its commitment to global market expansion [6].

LETHAM, Scotland, Aug. 14, 2024 /PRNewswire/ -- MDJM LTD (Nasdaq: MDJH) (the "Company" or "MDJM"), an integrated global culture-driven asset management company, announced today the appointment of Professor Duncan Murray Campbell to the Expert Committee of its wholly owned subsidiary, MD Local Global Limited, a United Kingdom Company. Professor Campbell's extensive expertise in Chinese cultural history and Eastern garden design is expected to play a pivotal role in MDJM's ongoing and future cultural projects ...

LETHAM, Scotland, Aug. 12, 2024 /PRNewswire/ -- MDJM LTD (Nasdaq: MDJH) (the "Company" or "MDJM"), an integrated global culture-driven asset management company, announced today the appointment of Dr. Pei-Kai Cheng to the Expert Committee of its wholly owned subsidiary, MD Local Global Limited, a United Kingdom Company. Dr. Cheng's involvement marks a significant enhancement to MDJM's ongoing cultural projects in the UK, where his expertise will play a crucial role in the strategic planning, design, construc ...

LETHAM, Scotland, July 8, 2024 /PRNewswire/ -- MDJM LTD (Nasdaq: MDJH) (the "Company" or "MDJM"), an integrated global culture-driven asset management company, today announced that its wholly owned subsidiary, Mansions Catering and Hotel LTD  ("Mansions"), a United Kingdom company, wholly owned by our wholly owned subsidiary, MD Local Global Limited, a United Kingdom company, has entered into a strategic cooperation agreement with Chongqing Tu Bi Business Management Co., Ltd. ("Chongqing Tu Bi"), an incubat ...