Financial Performance - Total revenue for the six months ended June 30, 2023, was $39,966, a decrease of 91.4% compared to $461,149 for the same period in 2022[7] - Net loss for the six months ended June 30, 2023, was $793,699, compared to a net loss of $1,263,601 for the same period in 2022, representing a 37.1% improvement[7] - The company reported a loss from operations of $(894,182) for the six months ended June 30, 2023, compared to $(1,308,519) in the same period of 2022[7] - The net loss for 2023 was $793,699, a significant improvement from a net loss of $1,263,601 in 2022, representing a reduction of approximately 37%[15] - Cash used in operating activities decreased to $264,997 in 2023 from $930,363 in 2022, indicating a reduction of about 71%[15] - The Group reported a net loss attributable to ordinary shareholders of $793,699 for the six months ended June 30, 2023, compared to a net loss of $1,263,601 for the same period in 2022, resulting in a basic and diluted loss per share of $(0.07) compared to $(0.11) in 2022[69] Expenses and Liabilities - Total operating expenses for the six months ended June 30, 2023, were $934,148, down 47.3% from $1,769,668 in the prior year[7] - Total current liabilities decreased significantly to $162,429 as of June 30, 2023, from $705,944 as of December 31, 2022, a reduction of 77.0%[5] - The company incurred interest expenses of $1,108 in 2023, down from $2,306 in 2022, representing a decrease of approximately 52%[15] - Total accounts payable and accrued liabilities decreased to $137,286 as of June 30, 2023, from $313,086 as of December 31, 2022, indicating a reduction of approximately 56.2%[103] Assets and Cash Position - Cash and cash equivalents decreased to $761,580 as of June 30, 2023, from $1,433,158 as of December 31, 2022, a decline of 46.8%[5] - Total assets decreased to $4,286,815 as of June 30, 2023, down 24.0% from $5,635,075 as of December 31, 2022[5] - The total shareholders' equity decreased to $4,124,386 as of June 30, 2023, from $4,929,131 as of December 31, 2022, a decline of 16.3%[5] - The total cash, cash equivalents, and restricted cash at the end of the period was $761,580, down from $5,029,611 in 2022, a decrease of about 85%[15] - As of June 30, 2023, restricted cash amounted to $4,533, a decrease from $512,729 in the same period of 2022[40] - The Group's total unprotected cash in PRC banks was approximately $0 as of June 30, 2023, down from $553,000 in 2022, indicating a significant reduction in exposure to credit risk[71] Revenue Sources - Hotel income reached $34,716,000, contributing 87% to total revenue for the six months ended June 30, 2023[127] - Revenue from the Group's major customer accounted for approximately 82% of total revenue, with accounts receivable from this customer amounting to $226,829 as of June 30, 2022[83] - Real estate agent income for the six months ended June 30, 2023, was $1,709,000, representing a 4% contribution to total revenue[127] - Rental management income increased to $3,541,000, accounting for 9% of total revenue for the six months ended June 30, 2023[127] - Geographic revenue distribution shows that the UK accounted for 96% of total revenue, with $38,257,000 reported[127] Operational Developments - The company has expanded its operations in the UK, acquiring two real estate properties remodeled as hotels with restaurant facilities in 2022[16] - MDJM UK acquired 100% ownership of Mansions Catering and Hotel LTD in May 2022, enhancing its hospitality business[18] - The Group started engaging in hotel operations in May 2023, recognizing revenue from room sales, food and beverage services, and event space rentals[49] - The company established a wholly-owned subsidiary in the UK named Fernie Castile Culture Limited to manage and develop the "Fernie" brand[128] Legal and Compliance - The company has entered into VIE Agreements to control and receive economic benefits from Mingda Tianjin, ensuring consolidation of financial results[26] - The company believes that the VIE Agreements are compliant with PRC law, although uncertainties in the legal system may pose risks[26] - The Group recorded a loss of $240,431 on deconsolidation due to the dissolution of Mingdajiahe (Tianjin) Co., Ltd. Suzhou Branch in October 2022[33] Taxation and Financial Reporting - The effective income tax rate for the Group for the six months ended June 30, 2023, was -2.52%, compared to 0.00% for the same period in 2022[95] - The Group's deferred tax assets were $0 as of June 30, 2023, down from $11,121 as of December 31, 2022, indicating a complete write-off of deferred tax assets[92] - The VAT rate applicable to the Group's subsidiaries in the PRC is 6%, while the standard VAT rate in the UK is 20%[56] Shareholder Information - The Company is authorized to issue up to 50,000,000 ordinary shares, with 11,675,216 ordinary shares issued and outstanding as of June 30, 2023[109] - The underwriter's warrants were valued at $1.51 per warrant, totaling $190,384, and will expire on November 13, 2023[111] - The Company may offer and sell up to $70,000,000 of its ordinary shares and other securities in one or more offerings, subject to certain limitations[113] - The Group has not declared any dividends as of June 30, 2023, and intends to retain available funds for business operations and expansion[95]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE AC ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of ...