UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period
ended September 30, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from _____________ to ____________
Commission File Number:
0-56013
JRSIS HEALTH CARE CORPORATION |
(Exact name of registrant as specified in its charter) |
| | |
Florida | | 46-4562047 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
Building 2, Youth Innovation and Entrepreneurship Park Xiaoxiang Science and Technology Innovation Center Yongzhou Economic and Technology Development Zone Hunan Province 425000 P.R. China |
(Address of Principal Executive Offices) (Zip Code) |
| | |
+86-760-88963658 |
(Registrant’s telephone number, including area code) |
| | |
Not Applicable |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
Not Applicable | | Not Applicable | | Not Applicable |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. ☒ Yes ☐
No
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such fi les).
☒ Yes ☐
No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☐ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of December 20, 2024, the registrant had 84,598,650
shares of common stock, par value $.0001 per share, issued and outstanding.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| |
September 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| |
CURRENT ASSETS | |
| | |
| |
Cash | |
$ | 1,372 | | |
$ | 118,114 | |
Accounts receivable, net | |
| 575,205 | | |
| 714,658 | |
Accounts receivable, net - related parties | |
| 715,344 | | |
| 121,086 | |
Advances to suppliers | |
| 48,074 | | |
| 345,961 | |
Amount due from related parties | |
| 2,707 | | |
| 1,620 | |
Inventories | |
| 361,774 | | |
| 455,240 | |
Prepayments and other receivables | |
| 84,086 | | |
| 77,211 | |
| |
| | | |
| | |
Total Current Assets | |
| 1,788,562 | | |
| 1,833,890 | |
| |
| | | |
| | |
NON-CURRENT ASSETS | |
| | | |
| | |
Equipment and vehicles, net | |
| 43,162 | | |
| 50,024 | |
Intangible assets, net | |
| 241,146 | | |
| 257,334 | |
Right of use assets | |
| - | | |
| 3,277 | |
| |
| | | |
| | |
Total Non-Current Assets | |
| 284,308 | | |
| 310,635 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 2,072,870 | | |
$ | 2,144,525 | |
| |
| | | |
| | |
LIABILITIES AND EQUITY | |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Short-term loans | |
$ | 1,310,990 | | |
$ | 983,007 | |
Long-term loans due within one year | |
| 25,243 | | |
| 18,713 | |
Accounts payable, trade | |
| 442,246 | | |
| 540,086 | |
Accounts payable, trade-related parties | |
| 183,063 | | |
| 261,200 | |
Advances from customers | |
| 55,545 | | |
| 218,313 | |
Amount due to related parties | |
| 57 | | |
| 14,917 | |
Taxes payable | |
| 27,504 | | |
| 18,845 | |
Other payables and accrued liabilities | |
| 256,388 | | |
| 221,869 | |
Operating lease liabilities, current | |
| - | | |
| 3,277 | |
| |
| | | |
| | |
Total Current Liabilities | |
| 2,301,036 | | |
| 2,280,227 | |
| |
| | | |
| | |
Long-term loans - noncurrent portion | |
| 6,311 | | |
| 24,950 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 2,307,347 | | |
| 2,305,177 | |
| |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES | |
| - | | |
| - | |
| |
| | | |
| | |
EQUITY | |
| | | |
| | |
Preferred stock, $0.0001 par value; 2,000,000 shares preferred stock authorized; nil issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | |
| - | | |
| - | |
| |
| | | |
| | |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 84,598,650 and 82,594,105 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | |
| 8,460 | | |
| 8,259 | |
| |
| | | |
| | |
Additional paid-in capital | |
| 3,529,710 | | |
| 3,154,373 | |
Accumulated deficit | |
| (3,878,835 | ) | |
| (3,442,898 | ) |
Accumulated other comprehensive income | |
| 143,071 | | |
| 142,860 | |
Total JRSIS HEALTH CARE CORPORATION’s equity | |
| (197,594 | ) | |
| (137,406 | ) |
| |
| | | |
| | |
NONCONTROLLING INTERESTS | |
| (36,883 | ) | |
| (23,246 | ) |
| |
| | | |
| | |
TOTAL EQUITY | |
| (234,477 | ) | |
| (160,652 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND EQUITY | |
$ | 2,072,870 | | |
$ | 2,144,525 | |
The accompanying notes are an integral part of the unaudited
consolidated financial statements
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)
(UNAUDITED)
| |
For the Three Months Ended
September 30, | | |
For the Nine Months Ended
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
REVENUE | |
$ | 222,922 | | |
$ | 497,361 | | |
$ | 1,320,738 | | |
$ | 1,311,750 | |
| |
| | | |
| | | |
| | | |
| | |
COST OF REVENUE | |
| 196,037 | | |
| 377,252 | | |
| 1,050,519 | | |
| 1,000,638 | |
| |
| | | |
| | | |
| | | |
| | |
GROSS PROFIT | |
| 26,885 | | |
| 120,109 | | |
| 270,219 | | |
| 311,112 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
Sales and marketing | |
| 106,876 | | |
| 10,358 | | |
| 322,378 | | |
| 32,453 | |
General and administrative | |
| 97,359 | | |
| 22,538 | | |
| 384,962 | | |
| 172,566 | |
Research and development | |
| 28,840 | | |
| 36,202 | | |
| 48,693 | | |
| 104,841 | |
Total operating expenses | |
| 233,075 | | |
| 69,098 | | |
| 756,033 | | |
| 309,860 | |
| |
| | | |
| | | |
| | | |
| | |
INCOME (LOSS) FROM OPERATIONS | |
| (206,190 | ) | |
| 51,011 | | |
| (485,814 | ) | |
| 1,252 | |
| |
| | | |
| | | |
| | | |
| | |
OTHER INCOME (EXPENSE) | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| 23 | | |
| - | | |
| 182 | | |
| 3,061 | |
Interest expense | |
| (13,848 | ) | |
| (11,703 | ) | |
| (41,738 | ) | |
| (45,429 | ) |
Other income (expense) | |
| 45 | | |
| (24 | ) | |
| 20,605 | | |
| 17,758 | |
Total other expense, net | |
| (13,780 | ) | |
| (11,727 | ) | |
| (20,951 | ) | |
| (24,610 | ) |
| |
| | | |
| | | |
| | | |
| | |
INCOME (LOSS) BEFORE INCOME TAXES | |
| (219,970 | ) | |
| 39,284 | | |
| (506,765 | ) | |
| (23,358 | ) |
| |
| | | |
| | | |
| | | |
| | |
INCOME TAXES EXPENSES (BENEFIT) | |
| 7 | | |
| (123 | ) | |
| 2,915 | | |
| 8,057 | |
| |
| | | |
| | | |
| | | |
| | |
NET INCOME (LOSS) | |
| (219,977 | ) | |
| 39,407 | | |
| (509,680 | ) | |
| (31,415 | ) |
Less: net income (loss) attributable to noncontrolling interest | |
| (31,831 | ) | |
| 5,702 | | |
| (73,743 | ) | |
| (4,546 | ) |
NET INCOME (LOSS) ATTRIBUTABLE TO JRSIS HEALTH CARE CORPORATION | |
$ | (188,146 | ) | |
$ | 33,705 | | |
$ | (435,937 | ) | |
$ | (26,869 | ) |
| |
| | | |
| | | |
| | | |
| | |
COMPREHENSIVE INCOME (LOSS) | |
| | | |
| | | |
| | | |
| | |
NET INCOME (LOSS) | |
$ | (219,977 | ) | |
$ | 39,407 | | |
$ | (509,680 | ) | |
$ | (31,415 | ) |
OTHER COMPREHENSIVE INCOME (LOSS) | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation adjustment | |
| (5,332 | ) | |
| (1,628 | ) | |
| 175 | | |
| 4,862 | |
TOTAL COMPREHENSIVE INCOME (LOSS) | |
$ | (225,309 | ) | |
$ | 37,779 | | |
$ | (509,505 | ) | |
$ | (26,553 | ) |
Less: comprehensive income (loss) attributable to noncontrolling interest | |
| (32,703 | ) | |
| 5,467 | | |
| (73,779 | ) | |
| (3,841 | ) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JRSIS HEALTH CARE CORPORATION | |
$ | (192,606 | ) | |
$ | 32,312 | | |
$ | (435,726 | ) | |
$ | (22,712 | ) |
| |
| | | |
| | | |
| | | |
| | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
| 84,598,650 | | |
| 76,757,439 | | |
| 84,510,860 | | |
| 76,757,439 | |
| |
| | | |
| | | |
| | | |
| | |
EARNINGS (LOSS) PER SHARE | |
| | | |
| | | |
| | | |
| | |
Income (loss) per share - basic and diluted | |
$ | (0.0022 | ) | |
$ | 0.0004 | | |
$ | (0.0052 | ) | |
$ | (0.0004 | ) |
The accompanying notes are an integral part of the unaudited
consolidated financial statements
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
| |
| | |
| | |
| | |
Accumulated | | |
| | |
| |
| |
Common Stock | | |
Additional | | |
| | |
other | | |
| | |
| |
| |
Number of | | |
Paid-in | | |
Accumulated | | |
comprehensive | | |
Noncontrolling | | |
| |
| |
Shares | | |
Par Value | | |
capital | | |
Deficit | | |
income | | |
interest | | |
Total | |
BALANCE, January 1, 2023 | |
| 76,757,439 | | |
$ | 7,676 | | |
$ | 3,154,881 | | |
$ | (3,361,986 | ) | |
$ | 140,976 | | |
$ | (9,890 | ) | |
$ | (68,343 | ) |
Issuance of common shares to acquired accounting acquiree | |
| 5,836,666 | | |
| 583 | | |
| (508 | ) | |
| - | | |
| - | | |
| - | | |
| 75 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (80,912 | ) | |
| - | | |
| (13,676 | ) | |
| (94,588 | ) |
Foreign currency translation adjustments | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,884 | | |
| 320 | | |
| 2,204 | |
BALANCE, December 31, 2023 | |
| 82,594,105 | | |
| 8,259 | | |
| 3,154,373 | | |
| (3,442,898 | ) | |
| 142,860 | | |
| (23,246 | ) | |
| (160,652 | ) |
Issuance of common shares | |
| 2,004,545 | | |
| 201 | | |
| 19,844 | | |
| - | | |
| - | | |
| - | | |
| 20,045 | |
Capital increasing from VIE’s legal owners | |
| - | | |
| | | |
| 355,493 | | |
| | | |
| | | |
| 60,142 | | |
| 415,635 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (435,937 | ) | |
| - | | |
| (73,743 | ) | |
| (509,680 | ) |
Foreign currency translation adjustments | |
| - | | |
| - | | |
| - | | |
| - | | |
| 211 | | |
| (36 | ) | |
| 175 | |
BALANCE, September 30, 2024 (Unaudited) | |
| 84,598,650 | | |
$ | 8,460 | | |
$ | 3,529,710 | | |
$ | (3,878,835 | ) | |
$ | 143,071 | | |
$ | (36,883 | ) | |
$ | (234,477 | ) |
The accompanying notes are an integral part of the unaudited
consolidated financial statements
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
For the Nine Months Ended
September 30, | |
| |
2024 | | |
2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
Net loss from continuing operations | |
$ | (509,680 | ) | |
$ | (31,415 | ) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 36,253 | | |
| 41,179 | |
Right-of-use assets amortization | |
| 2,894 | | |
| 3,152 | |
Lease liabilities interest expense | |
| 30 | | |
| 188 | |
Inventories impairment (return) | |
| (138,497 | ) | |
| (24,206 | ) |
Loss from disposal of equipment | |
| - | | |
| - | |
Deferred income tax | |
| - | | |
| 4,487 | |
Change in operating assets and liabilities | |
| | | |
| | |
Accounts receivable | |
| 144,135 | | |
| 250,503 | |
Accounts receivable - related parties | |
| (578,004 | ) | |
| 61,918 | |
Advances to suppliers | |
| 294,389 | | |
| (1,845 | ) |
Inventories | |
| 233,745 | | |
| (18,258 | ) |
Prepayments and other receivables | |
| (5,820 | ) | |
| (1,938 | ) |
Accounts payable | |
| (101,568 | ) | |
| (48,784 | ) |
Accounts payable - related parties | |
| (79,168 | ) | |
| 203,521 | |
Advances from customers | |
| (161,191 | ) | |
| (3,803 | ) |
Taxes payable | |
| 8,226 | | |
| (4,296 | ) |
Lease liabilities | |
| (2,923 | ) | |
| (4,455 | ) |
Other payables and accrued liabilities | |
| 31,118 | | |
| (4,982 | ) |
Net cash provided by (used in) operating activities | |
| (826,061 | ) | |
| 420,966 | |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Purchase of property and equipment | |
| - | | |
| (249 | ) |
Purchase of intangible assets | |
| (9,182 | ) | |
| - | |
Net cash used in investing activities | |
| (9,182 | ) | |
| (249 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Cash from issuance of common shares | |
| 20,045 | | |
| - | |
Proceeds from loans | |
| 1,278,186 | | |
| 426,482 | |
Repayment of short-term loans | |
| (981,956 | ) | |
| (1,016,509 | ) |
Contribution from VIE’s legal owners | |
| 419,578 | | |
| - | |
Amount financed from (to) related parties | |
| (15,823 | ) | |
| 13,785 | |
Net cash provided by (used in) financing activities | |
| 720,030 | | |
| (576,242 | ) |
| |
| | | |
| | |
EFFECT OF EXCHANGE RATE ON CASH | |
| (1,529 | ) | |
| (2,547 | ) |
| |
| | | |
| | |
DECREASE IN CASH | |
| (116,742 | ) | |
| (158,072 | ) |
| |
| | | |
| | |
CASH, beginning of period | |
| 118,114 | | |
| 158,813 | |
| |
| | | |
| | |
CASH, end of period | |
$ | 1,372 | | |
$ | 741 | |
| |
| | | |
| | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |
| | | |
| | |
Cash paid for income tax | |
$ | 3,870 | | |
$ | 4,978 | |
Cash paid for interest expense, net of capitalized interest | |
$ | 40,817 | | |
$ | 41,301 | |
| |
| | | |
| | |
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | |
| | | |
| | |
Right-of-use assets decreased in amendment current operating lease liabilities | |
$ | 339 | | |
$ | - | |
The accompanying notes are an integral part of the unaudited
consolidated financial statements
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
1. |
ORGANIZATION AND BUSINESS BACKGROUND |
JRSIS Health Care Corporation (the “Company”
or “JRSIS”) was incorporated on November 20, 2013 under the laws of the State of Florida. In December 2013 JRSIS acquired
100% of the equity in JRSIS Health Care Limited (“JRSIS-BVI”), which is a limited liability company registered in British
Virgin Island (“BVI”) on February 25, 2013. JRSIS-BVI owns 100% of the equity in Runteng Medical Group Co., Ltd. (“Runteng”),
a limited liability company registered in Hong Kong on September 17, 2012.
Until March 31, 2022, Runteng owned 70% of the
equity in Harbin Jiarun Hospital Co., Ltd. (“Jiarun”), a for-profit hospital incorporated in Harbin City of Heilongjiang
Province, the People’s Republic of China (“the PRC”) in February 2006. The remaining 30% of the equity in Jiarun was
owned by Zhang Junsheng, who is the Chairman of the Board of JRSIS Health Care Corporation until March 2022. On April 28, 2022, Runteng
transferred its 70% equity interest in Jiarun to Zhang Junsheng (the “Spin-Off”). In exchange for the 70% interest in Jiarun,
Zhang Junsheng transferred to Runteng 5,392,000 shares of JRSIS common stock. After the Spin-Off, JRSIS does not beneficially own any
equity interest in Jiarun and ceased to consolidate Jiarun financial results with the financial results of JRSIS as on April 1, 2022.
On April 12, 2022, Runteng organized and owned
100% of the equity in Laidian Technology (Zhongshan) Co., Ltd. (“Laidian”), a wholly foreign-owned enterprise (“WFOE”)
subsidiary registered under the law of the People’s Republic of China (“the PRC”) in Zhongshan City, Guangdong Province.
Laidian initially engage in the business of providing charging services to electric vehicles in Zhongshan City, until the Company obtained
the majority variable interest in Yongzhou Jumi Intelligent Technology Co., Ltd. (“Yongzhou JIT” or YZ JIT) on November 30,
2023.
On November 30, 2023, the Company through Laidian,
a wholly-owned subsidiary of JRSIS, completed an acquisition transaction by entering into and executing four agreements with Yongzhou
Jumi Intelligent Technology Co., Ltd. (“Yongzhou JIT”) and Guangzhou Jumi Intelligent Equipment Co., Ltd. (“Guangzhou
JIE”) (the “Management Agreements”). After the execution of these Management Agreements, the Company obtained 85.53%
variable interest in Yongzhou JIT. Subsequent to this transaction, the Company abandoned its prior business plan and is pursuing Yongzhou
JIT’s historical businesses and its proposed businesses.
Each of the Management Agreements is summarized
as below:
Exclusive Business Cooperation Agreement.
Under the Exclusive Business Consulting Agreement
between Laidian and Yongzhou JIT, Laidian has the exclusive right to provide Yongzhou JIT marketing, management, consulting and other
services related to its business operations. To fulfill its obligations, Laidian will provide to Yongzhou JIT the management and marketing
services of Zhuowei Zhong, who is the Chairman of Laidian. In compensation for the services provided by Laidian, Yongzhou JIT will pay
Laidian a quarterly fee equal to 85.53% of any net income that Yongzhou JIT earns from its business while being managed by Zhuowei Zhong
less any losses carried forward from prior quarters. The remaining 14.47% of the net income earned by Yongzhou JIT will be distributed
to Guangzhou JIE for further distribution to an entity that owns 14.47% of Guangzhou JIE and has not agreed to participate in the Management
Arrangement (the Unpledged Interest”). The Exclusive Business Consulting Agreement will remain in effect until terminated by the
parties.
Equity Interest Pledge Agreement.
Guangzhou JIE, which owns all the registered
equity in Yongzhou JIT, has entered into an Equity Interest Pledge Agreement with Laidian. Pursuant to this agreement, Guangzhou JIE
pledged 85.53% of its equity interest in Yongzhou JIT, including the right to receive dividends, to Laidian to secure the performance
of Yongzhou JIT’s obligations under the Exclusive Business Consulting Agreement described above. If Yongzhou JIT breaches relevant
contractual obligations under this agreement, Laidian, as pledgee, will be entitled to certain rights, including the right to sell the
pledged equity interests. Guangzhou JIE has agreed not to transfer or create any new encumbrance on its equity interests without the
prior written consent of Laidian. The Equity Interest Pledge Agreement shall terminate when Yongzhou JIT has fully performed its obligations
under the Exclusive Business Consulting Agreement.
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Exclusive Option Agreement.
Under the Exclusive Option Agreement among Laidian,
Yongzhou JIT and Guangzhou JIE, Guangzhou JIE irrevocably granted Laidian or its designated person(s) an exclusive option to purchase,
when and to the extent permitted under PRC law, all or part of its equity interest in Yongzhou JIT. The purchase price for the equity
interest in Yongzhou JIT shall be determined through consultation according to the appraisal value approved by the relevant authorities
and shall be the minimum amount permissible under PRC law. The Exclusive Option Agreement will be valid until all of the equity interest
in Yongzhou JIT has been transferred to Laidian. The Exclusive Option Agreement provides, among other things, without Laidian’s
prior written consent:
|
● |
Guangzhou JIE may not transfer, encumber, grant a security interest in, or otherwise dispose of any
equity interest in Yongzhou JIT, except as provided in the Exclusive Option Agreement; |
| ● | Yongzhou JIT may not (i) sell, transfer, grant security interest
in or otherwise dispose of any assets, business, revenue or interest, (ii) enter into any material contract except for those incurred
in the ordinary course of business, or (iii) incur any liabilities (except for those incurred in the ordinary course of business) or
extend loans or credit facilities to any third party; |
| ● | Yongzhou JIT may not declare or pay any dividends and its shareholder must remit in full to Laidian any funds received from Yongzhou JIT except those funds payable to the holder of the 14.47% Unpledged Interest; and |
|
● |
Yongzhou JIT may not merge with or acquire any third parties, or make investment in any third parties. |
Power of Attorney.
Under the Power of Attorney, Guangzhou JIE grants
to Laidian the authority to exercise all the powers given to Guangzhou JIE as a shareholder of Yongzhou JIT.
Yongzhou JIT was organized in 2018 in Yongzhou
City in the Hunan Province of the PRC and is legally a wholly owned subsidiary of Guangzhou JIE. Yongzhou JIT is engaged in the business
of developing medical and smart technology and producing equipment based on its technology. Yongzhou JIT is best known for developing
the first smart medicine vending machine.
In consideration of the agreements by the owners
of Yongzhou JIT other than the holder of the 14.47% Unpledged Interest to the adoption of the Management Agreements, JRSIS issued to
Jumi Group Company, Ltd. (“Jumi GCL”). 76,757,439 shares of its common stock. Jumi GCL is a holding company owned by Linhai
Zhu, the director, chairman and the Chief Executive Officer of the Company, Yulin Investment (Guangzhou) Partnership L.P. (“Yulin
IGP”), Jumi Intelligent Information Technology (Guangzhou)Partnership L.P. (“Jumi IIP”), who are the beneficial owners
of 85.53% of Guangzhou JIE. The shares issued to Jumi GCL represent 92.9% of the outstanding shares of common stock of JRSIS at the time
of the closing of the transactions.
For financial reporting purposes, the execution
of the Management Agreements represents a “Reverse Acquisition” rather than a business combination and Yongzhou JIT is deemed
to be the accounting acquirer in the transaction. The execution of the Management Agreements is being accounted for as a reverse acquisition
and recapitalization. Yongzhou JIT is the acquirer for financial reporting purposes and JRSIS is the acquired company. Consequently,
the assets and liabilities and the operations that will be reflected in the historical financial statements for periods prior to the
execution of the Management Agreements will be those of Yongzhou JIT and will be recorded at the carrying amount basis of Yongzhou JIT,
and the consolidated financial statements after execution of the Management Agreements will include the assets and liabilities of the
Company and Yongzhou JIT, and the historical operations of Yongzhou JIT and operations of the Combined Company from the date of execution
of the Management Agreements. No gain and loss recognized as a reverse acquisition and recapitalization.
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Description of subsidiaries and VIEs as of September 30, 2024
Name | | Place of incorporation and kind of legal entity | | Principal activities and place of operation | | Effective interest held | |
JRSIS Health Care Corporation. (“JRSIS”) | | State of Florida | | Investment Holding | | | 100% | |
| | | | | | | | |
JRSIS Health Care Limited. (“JRSIS-BVI”) | | BVI | | Investment Holding | | | 100% | |
| | | | | | | | |
Runteng Medical Group Company Limited. (“Runteng” or “RT”) | | Hong Kong, China | | Investment Holding | | | 100% | |
| | | | | | | | |
Laidian Technology (Zhongshan) Co., Ltd. (“Laidian”) | | Zhongshan, China | | Investment Holding | | | 100% | |
| | | | | | | | |
Yongzhou Jumi Intelligent Technology Co., Ltd. (“Yongzhou JIT” or “YZ JIT”) | | Yongzhou, China | | Developing medical technology and producing equipment based on its technology | | | 85.53% by Management Agreements | |
2. |
GOING CONCERN UNCERTAINTIES |
The accompanying unaudited consolidated financial
statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets
and the discharge of liabilities in the normal course of business for the foreseeable future.
As reflected in the accompanying unaudited consolidated
financial statements, for the nine months ended September 30, 2024 and 2023 the Company incurred a significant net loss of $509,680 and
$31,415, the recurring operating loss resulted in an accumulated deficit of $3,878,835 as of September 30, 2024. The Company generated
cash outflow from its operating activities of $826,061 and cash inflow of $420,966 for the nine months ended September 30, 2024 and 2023,
the fluctuation of cash flows resulted in a working capital deficit of $512,474 and $405,105 as of September 30, 2024 and 2023. Management
believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months.
The continuation of the Company as a going concern
through the next twelve months is dependent upon (1) the continued financial support from its external financing, including bank loans
and issuance of its shares to potential shareholders, and (2) further implement management’s business plan to extend its operations
and generate sufficient revenue and cash flows to meet its obligations. Management believes that it can obtain additional bank loans
and the issuance of common shares of the Company is available if the Company decides to do so and believes that the Company’s operation
can generate enough revenue and cash to meet its obligation in the normal course of business in future because the Company’s operations
are on the upward trend. While the Company believes in its ability to raise additional funds and in the viability of its strategy to
increase sales volume and cash flows, there can be neither any assurances to that effect, nor any assurance that the Company will be
successful in securing sufficient funds to sustain the operations.
These conditions raise substantial doubt about
the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the
possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may
result from the outcome of these uncertainties. The Company is working to devote more efforts to improve its operation and generate more
profits and cash flow. Management believes that the actions presently being taken to obtain additional funding and implement its strategic
plan provide the opportunity for the Company to continue as a going concern.
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
3. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
● | Basis of Presentation and Consolidation |
These accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US
GAAP”). These unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries.
All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
The unaudited interim consolidated financial
information as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 have been prepared, pursuant
to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures,
which are normally included in annual consolidated financial statements prepared in accordance with US GAAP, have been omitted pursuant
to those rules and regulations. The unaudited interim consolidated financial information should be read in conjunction with the consolidated
financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended December 31, 2023 previously
filed with the SEC on May 26, 2024.
In the opinion of management, all adjustments
(which include normal recurring adjustments) necessary to present a fair statements of the Company’s unaudited consolidated financial
position as of September 30, 2024 and its unaudited consolidated results of operations for the three and nine months ended September
30, 2024 and 2023, and its unaudited consolidated cash flows for the nine months ended September 30, 2024 and 2023, as applicable, have
been made. The interim results of operations are not necessarily indicative of the operating results for the fiscal year or any future
periods.
Certain prior period balances were reclassified
to conform to the current period presentation, mainly with consideration of reflecting the acquisition transaction by entering into and
executing four Management Agreements with Yongzhou JIT and Guangzhou JIE. None of these reclassifications had an impact on reported financial
position or cash flows for any of the periods presented.
The preparation of the unaudited consolidated
financial statements in conformity with US GAAP requires management to make estimates and judgments that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities on the date of the unaudited consolidated financial statements
and the reported amounts of revenue and expenses during the reporting periods.
The Company bases its estimates and judgments
on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances.
Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may
change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes.
Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements
in the period they are determined to be necessary.
Significant estimates and assumptions made by
management include, among others, useful lives and impairment of long-lived assets, collectability of accounts receivable, discount rate
of leases and its impairment assessment, allowance for inventory, revenue recognition, product warranty liabilities, deferred tax and
uncertain tax positions. While the Company believes that the estimates and assumptions used in the preparation of the consolidated financial
statements are appropriate, actual results could differ from those estimates.
The Company follows the guidance of the Financial
Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 820, “Fair Value Measurements”
(“ASC 820”), to address fair value measurement with respect to financial assets and liabilities. ASC 820 defines fair value
as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded
at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions
that market participants would use when pricing the asset or liability.
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
ASC 820 also establishes a fair value hierarchy
that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant
to the fair value measurement. The three levels of inputs are:
|
Level 1: |
Observable inputs that reflect unadjusted quoted prices for identical instruments traded in active
markets; |
|
Level 2: |
Include other observable inputs are based upon quoted prices for similar instruments in active markets,
quoted prices for identical or similar instruments in markets that are not active, other observable inputs other than quoted price
and market corroborated inputs; and |
|
Level 3: |
Unobservable inputs that are supported by little or no market activity. |
ASC 820 describes three main approaches to measuring
the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices
and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income
approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value
indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be
required to replace an asset.
The Company’s financial instruments include
cash, accounts receivable, advance to suppliers, prepaid expenses and other current assets, bank loans, accounts payable, amount due
from/to related parties, and accrued expenses and other current liabilities. The carrying values of these financial instruments approximate
their fair values due to their short-term maturities. The carrying amount of the long-term borrowing approximates its fair values since
it bears an interest rate which approximates market interest rate.
● | Foreign Currencies Translation |
The reporting currency of the Company is the
United States Dollar (“US$”). The Company’s subsidiaries in the PRC maintain their books and records in their local
currency, the Renminbi Yuan (“RMB”), which is the functional currency as being the primary currency of the economic environment
in which these entities operate.
Transactions denominated in currencies other
than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency
using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.
In general, for consolidation and reporting purposes,
assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic
830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date, equity accounts are translated
at its historical rates; revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting
from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive
income within the statement of stockholders’ equity.
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Translation of amounts from RMB into US$ has
been made at the following exchange rates for the respective periods:
| |
September 30, 2024 | | |
September 30, 2023 | |
Period-end RMB:US$1 exchange rate | |
| 7.0176 | | |
| 7.2960 | |
For the nine months ended RMB:US$1 average exchange rate | |
| 7.1977 | | |
| 7.0343 | |
| |
December 31, 2023 | |
Period-end RMB:US$1 exchange rate | |
| 7.0809 | |
For the year ended RMB:US$1 average exchange rate | |
| 7.0999 | |
ASC Topic 280, “Segment Reporting”
establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization
structure as well as information about geographical areas, business segments and major customers in financial statements. The Company’s
chief operating decision maker has been identified as the CEO who reviews consolidated results of the Company when making decisions about
allocating resources and assessing performance. The Company is domiciled in the United States while its main business operation is within
the PRC and it earns a majority of its revenue from external customers attributed from the PRC. As a whole and hence, the Company has
only one operating segment for the periods ended September 30, 2024 and 2023, respectively.
Cash consists of cash on hand and deposits in
financial institutions which is readily available in checking and saving accounts. The Company maintains cash with various financial
institutions in the PRC and are uninsured. The Company has not experienced any losses in bank account and believes it is not exposed
to any risk on its cash held in bank accounts.
Accounts receivable arise from revenue from contracts
with customers and are reported at their original amount less an allowance for expected credit losses. Accounts receivable are initially
recorded at the invoiced amount, and are payable at various times based on contractual payment terms, generally 30 to 90 days from delivery.
Credit is granted based on management’s evaluation of a customer’s financial condition, the customer credit-worthiness and
their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances
over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically
evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress
of the collection of accounts receivables. The Company will consider the allowance for any estimated credit losses resulting from the
inability of its customers to make required payments. Account balances are charged off against the allowance for credit losses after
all means of collection have been exhausted and the potential for recovery is considered remote.
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Inventories consist of raw material and parts,
work-in-progressing, and finished goods of the Company’s product, such as medicine or goods vending machine, health micro-consulting
room. Inventories are stated at the lower of cost and net realizable value. Cost is determined using weighted average method. Net realizable
value equal to the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal,
and transportation. The Company carries out physical inventory counts from time to time and at least once within a fiscal year. The Company
reviews historical sales activity quarterly to determine excessive, slow-moving items, and items that damage, physical deterioration,
obsolescence to determine if evidence exists that the net realizable value of inventory is lower than its cost, if any, the difference
shall be recognized as a loss in earnings in the period in which it occurs.
Equipment and vehicles are stated at cost less
accumulated depreciation and impairment, if any. Depreciation is calculated on the straight-line basis over the following expected useful
lives from the date on which they become fully operational and after taking into account their estimated residual values:
Items | |
Expected
useful lives | |
Residual value | |
Production line and equipment | |
3-10 years | |
| 0 | % |
Office equipment | |
2-5 years | |
| 0 | % |
Vehicle | |
3-5 years | |
| 0 | % |
Expenditures for repairs and maintenance are
expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts
and any resulting gain or loss is recognized in the results of operations.
Intangible assets consist primarily of patents,
including utility model patents, software copyright and utility software purchased from outside parties. Intangible assets are stated
at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight-line method with the
following estimated useful lives:
| | Expected useful lives |
Utility model | | 10 years |
Copyright | | 10 years |
Utility software | | 10 years |
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
● | Impairment of Long-lived Assets |
In accordance with the provisions of ASC Topic
360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as property, plant and equipment held and
used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset
to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired,
the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.
The Company stated lease transactions in accordance with the FASB
ASC Topic 842 Leases.
Identify a lease
At inception of a contract, the Company assesses
whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified
asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assesses whether
the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from
the use of the asset and whether it has the right to control the use of the asset.
Lease classification
Lease classification for leases under which the
Company is a lessor is evaluated at lease commencement and leases not classified as sales-type leases or direct financing leases are
classified as operating leases. Leases qualify as sales-type leases if the contract includes either transfer of ownership clauses, certain
purchase options, a lease term representing a major part of the economic life of the asset, or the present value of the lease payments
and residual guarantees provided by the lessee exceeds substantially all of the fair value of the asset. Additionally, leasing an asset
so specialized that it is not deemed to have any value to the Company at the end of the lease term may also result in classification
as a sales-type lease. Leases qualify as direct financing leases when the present value of the lease payments and residual value guarantees
provided by the lessee and unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments
is probable. There are not leases under which the Company is a lessor during the periods of the accompanying financial statements.
Lease classification for leases under which the
Company is a lessee is evaluated at lease commencement as finance or operating leases. Leases qualify as finance leases if the lease
transfers ownership of the asset at the end of the lease term, the lease grants an option to purchase the asset that the Company is reasonably
certain to exercise, the lease term is for a major part of the remaining economic life of the asset, or the present value of the lease
payments exceeds substantially all of the fair value of the asset. Leases that do not qualify as finance leases are deemed to be operating
leases.
In accordance with the FASB ASC Topic 842, the
Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease and recognizes in profit or loss
the lease cost or expense during the lease term. As an accounting policy, the Company elects not to recognize a right-of-use asset and
a lease liability to a short-term lease which with a term of 12 months or less, instead it recognizes the lease payments in profit or
loss on a straight-line basis over the lease term. Variable lease payments are recorded in earnings in the period in which the obligation
for those payments is incurred. The Company generally uses an incremental borrowing rate as discount rate to measure its lease liabilities,
as the rate implicit in the lease is typically not readily determinable. Certain lease agreements include renewal options that are under
the Company’s control. The Company includes optional renewal periods in the lease term only when it is reasonably certain that
the Company will exercise its option.
Right-of-use assets
The right-of-use asset is initially measured
at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement
date, plus any initial direct costs incurred and less any lease incentive received.
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Lease liabilities
Lease liability is initially measured at the
present value of the outstanding lease payments at the commencement date, discounted using the Company’s incremental borrowing
rate. Lease payments included in the measurement of the lease liability comprise fixed lease payments, variable lease payments that depend
on an index or a rate, amounts expected to be payable under a residual value guarantee and any exercise price under a purchase option
that the Company is reasonably certain to exercise. Lease liability is measured at amortized cost using the effective interest rate method.
It is re-measured when there is a change in future lease payments, if there is a change in the estimate of the amount expected to be
payable under a residual value guarantee, or if there is any change in the Company assessment of option purchases, contract extensions
or termination options.
The Company adopted ASC Topic 606, Revenue from
Contract with Customers (“ASC 606”) for all periods presented. Under ASC 606, revenue is recognized when control of the promised
goods and services is transferred to the Company’s customers and the performance obligation was satisfied, in an amount that reflects
the consideration that the Company expects to be entitled to in exchange for those goods and services transferred. The Company determines
revenue recognition through the following steps:
|
● |
Identify the contract with a customer; |
|
|
|
|
● |
Identify the performance obligations in the contract; |
|
|
|
|
● |
Determine the transaction price; |
|
|
|
|
● |
Allocate the transaction price to the performance obligations in the contract; and |
|
|
|
|
● |
Recognize revenue when (or as) the entity satisfies a performance obligation. |
The transaction price is allocated to each performance
obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized
as revenue when that performance obligation is satisfied by the control of the promised goods and services is transferred to the customers,
which at a point in time or over time as appropriate.
The Company’s revenue consists primarily
of sales of machines plus design and development of software systems for customers based on the Company’s intelligent and communication
technology, system installation and maintenances services.
The Company determined for each performance obligation
identified at contract inception whether it satisfies the performance obligation over time or satisfies the performance obligation at
a point in time. If an entity does not satisfy a performance obligation over time, the performance obligation is satisfied at a point
in time.
The Company recognizes revenue from sales of
machines at the point in time when the Company has transferred physical possession of the goods to the customer and the customer has
accepted the goods, therefore, indicating as control of the goods has been transferred to the customer.
The Company determined each performance obligation
identified from a contract with a customer for design and development of software systems and contracts for system installment and maintenance
at the inception of each contract whether it satisfied over time or at point in time. During the three and nine months ended September
30, 2024 and 2023, all the performance obligation identified from the contracts were satisfied at point in time and its related revenue
were recognized at point in time.
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Cost of revenue consists primarily of material
costs, direct labor, depreciation, and manufacturing overhead, which are directly attributable to the manufacture of products and other
costs directly related to rendering of services or projects performance.
The Company expenses advertising costs as incurred
and includes it in selling expenses. The Company reported $98,098 and $0 of advertising and promotional expenses for the three months
ended September 30, 2024 and 2023, respectively, and reported $292,889 and $0 of advertising and promotional expenses for the nine months
ended September 30, 2024 and 2023, respectively.
● | Research and Development Expenses |
Research and development expenses consist primarily
of salary and welfare for research and development department personnel and materials used for research. The Company reported $28,840
and $36,202 as research and development expenses for the three months ended September 30, 2024 and 2023, respectively; and reported $48,693
and $104,841 as research and development expenses for the nine months ended September 30, 2024 and 2023, respectively.
ASC Topic 220, “Comprehensive Income”,
establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income
as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented
in the accompanying consolidated statement of stockholders’ equity, consists of changes in unrealized gains and losses on foreign
currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
Income taxes are determined in accordance with
the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect
on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
ASC 740 prescribes a comprehensive model for
how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected
to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely
than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be
measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with
the tax authority assuming full knowledge of the position and relevant facts.
For the three and nine months ended September
30, 2024 and 2023, the Company did not have any interest and penalties associated with tax positions. As of September 30, 2024 and December
31, 2023, the Company did not have any significant unrecognized uncertain tax positions.
The Company conducts majority of its businesses
in the PRC and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are
subject to examination by a foreign tax authority.
● | Income (Loss) Per Share |
The Company calculates income (loss) per share
in accordance with ASC Topic 260, “Earnings per Share.” Basic income (loss) per share is computed by dividing the net income
(loss) attributable to the holders of common shares by the weighted-average number of common shares outstanding during the period. Diluted
income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if
the additional common shares were dilutive.
● | Recent Accounting Pronouncements |
In November 2023, the Financial Accounting Standards
Board (“FASB”) issued a new standard to improve reportable segment disclosures. The guidance expands the disclosures required
for reportable segments in our annual and interim consolidated financial statements, primarily through enhanced disclosures about significant
segment expenses. The standard will be effective for us beginning with our annual reporting for fiscal year 2025 and interim periods
thereafter, with early adoption permitted. We are currently evaluating the impact of this standard on our segment disclosures.
In December 2023, the FASB issued a new standard
to improve income tax disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories
for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard will be
effective for us beginning with our annual reporting for fiscal year 2026, with early adoption permitted. We are currently evaluating
the impact of this standard on our income tax disclosures.
The Company does not believe other recently issued
but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated balance sheets, consolidated
statements of income and consolidated statements of cashflows.
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
4. |
VARIABLE INTEREST ENTITY AND OTHER CONSOLIDATION MATTERS |
On November 30, 2023, the Company and Yongzhou
JIT closed a reverse acquisition as Laidian, an indirectly wholly-owned subsidiary of JRSIS, entered into four agreements with Yongzhou
JIT and Guangzhou JIE (the “Management Agreements”). The key terms of these Management Agreements are summarized in Note
1 - Organization and Business Background of previous notes to these financial statements.
In accordance with FASB ASC 810, Variable Interest
Entity (“VIE”) is an entity that has either a total equity investment that is insufficient to permit the entity to finance
its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling
financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb
the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed
to be the primary beneficiary and must consolidate the VIE. Laidian is deemed to have a controlling financial interest and be the primary
beneficiary of Yongzhou JIT under the term of Management Agreements, because it has both of the following characteristics:
|
1. |
power to direct activities of Yongzhou JIT that most significantly impact its economic performance,
and |
|
2. |
obligation to absorb losses of the entity that could potentially be significant to Yongzhou JIT or
right to receive benefits from the entity that could potentially be significant to Yongzhou JIT. |
In addition, as all of these Management Agreements
are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC, they would be interpreted in accordance
with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed
as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could further limit the Company’s
ability to enforce these Management Agreements. Furthermore, these contracts may not be enforceable in China if PRC government authorities
or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons.
In the event the Company is unable to enforce these Management Agreements, it may not be able to exert effective control over Yongzhou
JIT and its ability to conduct its business may be materially and adversely affected.
All of the Company’s main current operations
are conducted through Yongzhou JIT. Current regulations in China permit Yongzhou JIT to pay dividends to the Company only out of its
accumulated distributable profits, if any, determined in accordance with their articles of association and PRC accounting standards and
regulations. The ability of Yongzhou JIT to make dividends and other payments to the Company may be restricted by factors including changes
in applicable foreign exchange and other laws and regulations.
In the opinion of management, (i) the corporate
structure of the Company is in compliance with existing PRC laws and regulations; (ii) the Management Agreements are valid and binding,
and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of Laidian and the
VIE are in compliance with existing PRC laws and regulations in all material respects.
However, there are substantial uncertainties
regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured
that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its management. If the current corporate
structure of the Company or the Management Agreements is found to be in violation of any existing or future PRC laws and regulations,
the Company may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws
and regulations. In the opinion of management, the likelihood of loss in respect of the Company’s current corporate structure or
the Management Agreements is remote based on current facts and circumstances.
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
The carrying amount of the major classes of assets
and liabilities of the VIE in the PRC are included in the consolidated financial statements as of September 30, 2024 and December 31,
2023 consist of the following:
| |
September 30, 2024 | | |
December 31, 2023 | |
| |
(Unaudited) | | |
| |
Current assets: | |
| | |
| |
Cash | |
$ | 1,372 | | |
$ | 108,958 | |
Accounts receivable, net | |
| 575,205 | | |
| 714,658 | |
Accounts receivable, net - related parties | |
| 715,344 | | |
| 121,086 | |
Advances to suppliers | |
| 48,074 | | |
| 345,961 | |
Amount due from related parties | |
| 2,707 | | |
| 1,620 | |
Inventories | |
| 361,774 | | |
| 455,240 | |
Prepayments and other receivables | |
| 84,086 | | |
| 77,211 | |
Total current assets | |
| 1,788,562 | | |
| 1,824,734 | |
| |
| | | |
| | |
Non-current assets: | |
| | | |
| | |
Equipment and vehicle, net | |
| 43,162 | | |
| 50,024 | |
Intangible assets, net | |
| 241,146 | | |
| 257,334 | |
Right of use assets | |
| - | | |
| 3,277 | |
Total assets from VIE | |
| 2,072,870 | | |
| 2,135,369 | |
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Short-term loans | |
| 1,310,990 | | |
| 983,007 | |
Long-term loans due within one year | |
| 25,243 | | |
| 18,713 | |
Accounts payable, trade | |
| 442,246 | | |
| 540,086 | |
Accounts payable, trade - related parties | |
| 183,063 | | |
| 261,200 | |
Advances from customers | |
| 55,545 | | |
| 218,313 | |
Amount due to related parties | |
| - | | |
| 5,761 | |
Taxes payable | |
| 27,504 | | |
| 18,845 | |
Other payables and accrued liabilities | |
| 256,388 | | |
| 221,869 | |
Operating lease liabilities, current | |
| - | | |
| 3,277 | |
Total current liabilities | |
| 2,300,979 | | |
| 2,271,071 | |
Non-current liabilities | |
| | | |
| | |
Long-term loans - noncurrent portion | |
| 6,311 | | |
| 24,950 | |
Operating lease liabilities, non-current | |
| | | |
| - | |
Total liabilities | |
| 2,307,290 | | |
| 2,296,021 | |
The summarized unaudited operating results of
the VIE in the PRC included in the Company’s unaudited consolidated financial statements for the periods indicated consist of the
following:
| |
For the Three Months Ended September 30, | | |
For the Nine Months Ended September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Revenue | |
$ | 222,922 | | |
$ | 497,361 | | |
$ | 1,320,738 | | |
$ | 1,311,750 | |
Cost of revenue | |
| 196,037 | | |
| 377,252 | | |
| 1,050,519 | | |
| 1,000,638 | |
Gross profit | |
| 26,885 | | |
| 120,109 | | |
| 270,219 | | |
| 311,112 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| 233,075 | | |
| 69,098 | | |
| 756,033 | | |
| 309,860 | |
Other income (expenses) | |
| (13,780 | ) | |
| (11,727 | ) | |
| (20,896 | ) | |
| (24,610 | ) |
Income (loss) before income taxes | |
| (219,970 | ) | |
| 39,284 | | |
| (506,710 | ) | |
| (23,358 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income taxes (benefit) | |
| 7 | | |
| (123 | ) | |
| 2,915 | | |
| 8,057 | |
Net income (loss) from VIE operations | |
| (219,977 | ) | |
| 39,407 | | |
| (509,625 | ) | |
| (31,415 | ) |
Less: net income (loss) attributable to noncontrolling interest | |
| (31,831 | ) | |
| 5,702 | | |
| (73,743 | ) | |
| (4,546 | ) |
Net income (loss) attributable to parent company | |
$ | (188,146 | ) | |
$ | 33,705 | | |
$ | (435,882 | ) | |
$ | (26,869 | ) |
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
As of September 30, 2024, the VIE had amounts
due to non-VIE subsidiaries within the Company of approximately $20,045, representing the amount YZ JIT received in consideration of common
shares JRSIS issued in March 2024. As of December 31, 2023 the VIE had not recorded any amount due to or due from non-VIE subsidiaries
of the Company.
For the nine months ended September 30, 2024,
JRSIS issued 2,004,545 common shares to certain personnel in the PRC. The consideration for these shares amounted to $20,045 (approximately
RMB 143,686) that was received by Yongzhou JIT, the VIE of the Company; For the three months ended September 30, 2024 and for the three
and nine months ended September 30, 2023, the VIE had no transaction with any subsidiary of the Company. All transactions incurred and
ending balances between VIE and non-VIE subsidiaries of the Company would be eliminated upon consolidation.
Under the Management Agreements, the Company
has the power to direct activities of the VIE and can have assets transferred out of the VIE under its control. Therefore, the Company
considers that there is no asset in the VIE that can be used only to settle obligations of the VIE, except for registered capital and
PRC statutory reserves. As the VIE is incorporated as a limited liability company under the Company Law of the PRC, creditors of the
VIE do not have recourse to the general credit of the Company for any of the liabilities of the VIE.
The Company and its directly and indirectly wholly
owned subsidiaries, JRSIS-BVI, Runteng and Laidian, do not have any substantial assets or liabilities or results of operations. They
were incorporated for the purpose of providing a corporation structure for Yongzhou JIT to be listed in the market and to raise additional
capital for its development.
The accounts receivable, excluding accounts receivable from related
parties, consisted of the following:
| |
September 30, 2024 | | |
December 31, 2023 | |
Accounts receivable, cost | |
$ | 575,205 | | |
$ | 714,658 | |
Less: allowance for credit loss | |
| - | | |
| - | |
Accounts receivable, net | |
$ | 575,205 | | |
$ | 714,658 | |
The Company did not record any allowance for
credit loss of accounts receivable for the three and nine months ended September 30, 2024 and 2023.
Inventories consisted of the following:
| |
September 30, 2024 | | |
December 31, 2023 | |
Raw materials and parts | |
$ | 242,863 | | |
$ | 302,322 | |
Work-in-progress | |
| 18,692 | | |
| 128,900 | |
Finished goods | |
| 148,723 | | |
| 212,364 | |
Subtotal | |
| 410,278 | | |
| 643,586 | |
Less: impairment allowance | |
| (48,504 | ) | |
| (188,346 | ) |
Inventories, net of allowance for impairment | |
$ | 361,774 | | |
$ | 455,240 | |
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
The Company did not record any allowance for
impairment of inventories for the three and nine months ended September 30, 2024 and 2023, respectively. There were $38,104 and $514
of allowance for impairment of inventories transferred out due to disposal of impaired inventories for the three months ended September
30, 2024 and 2023, respectively, and there were $138,497 and $24,206 of allowance for impairment of inventories transferred out due to
disposal of impaired inventories for the nine months ended September 30, 2024 and 2023, respectively. In June 2024, YZ JIT disposed of
certain obsolete inventories, which resulted a loss of $60,884.
7. |
PREPAYMENTS AND OTHER RECEIVABLES |
Prepayments and other receivables present the
amount the Company prepaid as deposits on leases and utilities, security deposits of certain contracts, advances to employees for ordinary
business purpose for the company which might reimburse or return from the employee, VAT deductible and advances for employee’s social
security payments such as and so on. The table below sets forth the balance of these categories as of September 30, 2024 and December
31, 2023.
| |
September 30, 2024 | | |
December 31, 2023 | |
Deposits | |
$ | 21,228 | | |
$ | 20,981 | |
Advances to personnel | |
| 1,781 | | |
| 1,408 | |
VAT deductible | |
| 53,351 | | |
| 51,714 | |
Other receivables | |
| 7,726 | | |
| 3,108 | |
Subtotal | |
| 84,086 | | |
| 77,211 | |
Less: allowance for doubtful accounts | |
| - | | |
| - | |
Prepayments and other receivables, net | |
$ | 84,086 | | |
$ | 77,211 | |
Management evaluated the recoverable value of
these balances periodically according to the Company’s credit policy and allowance for credit loss, if any. For the three and nine
months ended September 30, 2024 and 2023, the Company did not report any allowance for credit loss of prepayment and other receivables.
8. |
EQUIPMENT AND VEHICLES |
Equipment and vehicles consisted of the following:
| |
September 30, 2024 | | |
December 31, 2023 | |
Production line and equipment | |
$ | 110,497 | | |
$ | 108,116 | |
Office equipment and furniture | |
| 33,141 | | |
| 32,757 | |
Transportation instrument | |
| 6,781 | | |
| 6,703 | |
| |
| 150,419 | | |
| 147,576 | |
Less: accumulated depreciation | |
| (107,257 | ) | |
| (97,552 | ) |
Equipment and vehicles, net | |
$ | 43,162 | | |
$ | 50,024 | |
The Company reported depreciation expense on
its equipment and vehicles in the amount of $2,697 and $3,838 for the three months ended September 30, 2024 and 2023, respectively. The
Company reported depreciation expense on its equipment and vehicles in the amount of $8,346 and $13,015 for the nine months ended September
30, 2024 and 2023, respectively.
No impairment loss was recognized during the
three and nine months ended September 30, 2024 and 2023.
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Intangible assets consist of the following:
| |
September 30, 2024 | | |
December 31, 2023 | |
Utility model | |
$ | 42,212 | | |
$ | 41,722 | |
Copyright | |
| 334,200 | | |
| 330,327 | |
Financial application software | |
| 9,418 | | |
| - | |
| |
| 385,830 | | |
| 372,049 | |
Less: accumulated amortization | |
| (144,684 | ) | |
| (114,715 | ) |
Intangible assets, net | |
$ | 241,146 | | |
$ | 257,334 | |
The Company recorded amortization expense on
these intangible assets for the three months ended September 30, 2024 and 2023 totaling $9,449 and $9,101, respectively. The Company
recorded amortization expense on these intangible assets for the nine months ended September 30, 2024 and 2023 totaling $27,907 and $28,164,
respectively.
The estimated amortization expense on these intangible assets in the
next five years and thereafter is as follows:
Year ending September 30: | |
| |
2025 | |
$ | 38,583 | |
2026 | |
| 38,583 | |
2027 | |
| 38,583 | |
2028 | |
| 38,583 | |
2029 | |
| 38,583 | |
Thereafter | |
| 48,231 | |
Total: | |
$ | 241,146 | |
The following consisted of leases under which the Company is a lessee.
Operating Lease
In October 2022, the Company entered in a lease
contract to lease five dormitory rooms for use as dormitory of staffs (“2022 Dormitory Lease”). According to the lease contract,
the lease term is about 24 months duration from October 2022 to September 2024; the lease payments are $369 (appropriate RMB 2,615) per
month and payable quarterly in advance. The Company should inform the lessor 30 days in advance to the end of the contract if the Company
would like to continue to lease the dormitory room and the leased space and price will be re-negotiated and agreed by the two parties
in the circumstance at that time; at the inception of the lease contract, the Company could not determine that it will renew the lease
contract in the same terms. In May 2024, the Company terminated the lease of one of the five dormitories rooms. The lease contract continued
except that the monthly lease payment declined to RMB 2,116 per month since May 2024.
Short-term Lease
Generally, the Company enters into lease contracts
to rent a plant area for use of its product manufacturing, laboratory for research and development and production office (“Plant
Leases”) in May each year. Plant leases were renewed every year upon re-negotiation of the lease term with the lessor. Each Plant
Lease has a lease term of 12 months but with varying plant sizes and unit rental fees, determined in the circumstances. The Company can
determine whether it will continue to lease the plant from the lessor and the lease terms if it continue the lease at the commencement
date of each Plant lease. Each Plant Lease is treated as a separate lease agreement. The Company elected not to recognize a right-of-use
asset and lease liability requirement to these Plants Leases, because it has a lease term of 12 months or less. The Company recognized
the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the
obligation for those payments is incurred.
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
As of September 30, 2024 and December 31, 2023,
the Company reported the following amounts in the Company’s balance sheets:
| |
September 30, 2024 | | |
December 31, 2023 | |
Assets | |
| | |
| |
Right-of-use assets | |
$ | - | | |
$ | 3,277 | |
Total | |
$ | - | | |
$ | 3,277 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Finance lease liabilities-current | |
$ | - | | |
$ | - | |
Operating lease liabilities-current | |
| - | | |
| 3,277 | |
Finance lease liabilities-non-current | |
| - | | |
| - | |
Operating lease liabilities-non-current | |
| - | | |
| - | |
Total of leases liabilities | |
$ | - | | |
$ | 3,277 | |
The following table illustrated quantitative
information for the Company as a lessee for the periods indicated:
| | For the Three Months Ended September 30, | | | For the Nine Months Ended September 30, | |
| | 2024 | | | 2023 | | | 2024 | | | 2023 | |
Lease Cost: | | | | | | | | | | | | |
Finance lease cost | | | | | | | | | | | | |
Amortization of right-of-use assets | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Interest on lease liabilities | | | - | | | | - | | | | - | | | | - | |
Operating lease cost | | | 887 | | | | 1,081 | | | | 2,924 | | | | 3,340 | |
Short-term lease cost | | | 18,476 | | | | 18,239 | | | | 55,164 | | | | 56,445 | |
Variable lease cost | | | - | | | | - | | | | - | | | | - | |
Sublease income | | | - | | | | - | | | | - | | | | - | |
Total lease cost | | $ | 19,363 | | | $ | 19,321 | | | $ | 58,088 | | | $ | 59,785 | |
| | | | | | | | | | | | | | | | |
Other information | | | | | | | | | | | | | | | | |
(Gain) and losses on sale and lease back transactions, net | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Cash paid for amounts included in the measurement of lease liabilities | | | | | | | | | | | | | | | | |
Operating cash flows from finance leases | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Operating cash flows from operating leases | | $ | (1,836 | ) | | $ | (1,436 | ) | | $ | (2,923 | ) | | $ | (4,455 | ) |
Financing cash flow from finance leases | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Right-of-use assets obtained in exchange for new finance lease liabilities | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Right-of-use assets obtained in exchange for new operating lease liabilities | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Weighted-average remaining lease term – finance leases | | | - | | | | - | | | | - | | | | - | |
Weighted-average remaining lease term – operating leases | | | - | | | | 1.00 | | | | - | | | | 1.00 | |
Weighted-average discount rate – finance leases | | | - | | | | - | | | | - | | | | - | |
Weighted-average discount rate – operating leases | | | 4.75 | % | | | 4.75 | % | | | 4.75 | % | | | 4.75 | % |
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
The following table is a maturity analysis of
it operating lease liabilities that showing the minimum annual undiscounted cash flows the Company will pay in the following five years
and the total thereafter as of September 30, 2024:
2025 | |
$ | - | |
2026 | |
| - | |
2027 | |
| - | |
2028 | |
| - | |
2029 | |
| - | |
Thereafter | |
| - | |
Total of undiscounted cash flows | |
| - | |
Less interest accrued | |
| - | |
Operating lease liabilities | |
$ | - | |
The Company’s revenue derived from two sources:
1) sales of smart terminal products, such as unmanned medicine vending machine, that the Company self-manufactured and assembled in its
plant, and 2) services rendered, such as installation and debugging of new equipment, maintenance of terminal systems of smart equipment,
designing and development of application systems customized to its customers. Goods and services that the Company transferred deriving
its revenue are all based on the Company’s technology and manufacturing capacity.
The Company derived its revenue from both third-party
customers and related party customers. During the periods presented in the financial statements, the Company derived its revenue from
its related parties mainly with Guangzhou JIE, Guangzhou JIT, Youzhou Jingmi Health Technology Co., Ltd. and Yaolian (Guangzhou) Wulinwang
Co., Ltd. (see Note 12 for relationship of these related parties). Generally related parties purchase machines from Yongzhou JIT and resell
them to their customers. They also have Yongzhou JIT provide instalment and maintenance service for their customers from time to time
and pay case by case under a negotiated range of rates charged to Yongzhou JIT. End users of the Company’s goods and services mainly
include medicine service organization, business entities and local government.
During the three and nine months ended September
30, 2024 and 2023, all customers of the Company were within the PRC and all revenue derived within the PRC.
The following table set forth quantitative information
related to revenue for the periods indicated:
| |
For the Three Months Ended September 30, | | |
For the Nine Months Ended September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Revenue: | |
| | |
| | |
| | |
| |
Goods sold directly to third parties | |
$ | - | | |
$ | - | | |
$ | 49,792 | | |
$ | 226,314 | |
Goods sold to related parties | |
| 139,808 | | |
| 251,787 | | |
| 395,570 | | |
| 459,065 | |
Total revenue from goods sold | |
| 139,808 | | |
| 251,787 | | |
| 445,362 | | |
| 685,379 | |
Service rendered directly to third parties | |
| - | | |
| 255 | | |
| 623,553 | | |
| 255 | |
Service rendered to related parties | |
| 83,114 | | |
| 245,319 | | |
| 251,823 | | |
| 626,116 | |
Total revenue from service rendered | |
| 83,114 | | |
| 245,574 | | |
| 875,376 | | |
| 626,371 | |
Total revenue | |
$ | 222,922 | | |
$ | 497,361 | | |
$ | 1,320,738 | | |
$ | 1,311,750 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of revenue: | |
| | | |
| | | |
| | | |
| | |
Goods sold directly to third parties | |
$ | - | | |
$ | - | | |
$ | 25,351 | | |
$ | 129,902 | |
Goods sold to related parties | |
| 117,956 | | |
| 177,518 | | |
| 324,983 | | |
| 348,113 | |
Total cost of revenue from goods sold | |
| 117,956 | | |
| 177,518 | | |
| 350,333 | | |
| 478,015 | |
Service rendered directly to third parties | |
| - | | |
| - | | |
| 469,226 | | |
| - | |
Service rendered to related parties | |
| 78,081 | | |
| 199,734 | | |
| 230,959 | | |
| 522,623 | |
Total cost of revenue from service rendered | |
| 78,081 | | |
| 199,734 | | |
| 700,186 | | |
| 522,623 | |
Total cost of revenue | |
$ | 196,037 | | |
$ | 377,252 | | |
$ | 1,050,519 | | |
$ | 1,000,638 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
$ | 26,885 | | |
$ | 120,109 | | |
$ | 270,219 | | |
$ | 311,112 | |
JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
12. |
RELATED PARTIES AND RELATED PARTIES TRANSACTIONS |
Related parties and its relationship:
The following related parties involved in transactions
with the Company during the three and nine months ended September 30, 2024 and 2023, or had ending balance as of September 30, 2024 and
December 31, 2023, respectively.
Name of related parties | | Relationship |
Guangzhou Jumi Intelligent Equipment Co., Ltd. (“Guangzhou JIE” or “GZ JIE”) | | The legal parent of Yongzhou JIT in the PRC and under common control of Linhai Zhu. |
Guangzhou Jumi Intelligent Technology Co., Ltd. (“Guangzhou JIT” or “GZ JIT) | | A wholly held subsidiary of Guangzhou JIE, under the common control of Linhai Zhu. |
Kangmi Yaolian (Guangzhou) Wulinwang Co., Ltd. | | Guangzhou JIE held 15% equity interest of this company and Linhai Zhu also the CEO of this company. |
Shanghai Jiuchenbengou Information and Technology Co., Ltd. | | Guangzhou JIE held 18% equity interest of this entity and Guangzhou JIE had significant influence on this company’s operation and financing activities. |
Yongzhou Jingmi Health Technology Co., Ltd. | | Guangzhou JIE directly and indirectly held 51% equity interest of this entity was under the control of Guangzhou JIE and Mr. Linhai Zhu |
Linhai Zhu, his spouse Mei Liu | | Linhai Zhu is the CEO of the Company and a majority shareholder of the Company. |
Zhuowei Zhong | | One of the Company’s directors and the CEO of the Company until November 30, 2023. |
Lugeng Zhou | | The General Manager of Yongzhou JIT |
Accounts receivable, net – related parties
Accounts receivable, net – related parties consisted of the following:
JRSIS HEALTH CARE CORPORATION
AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Amount due from related parts
Accounts payable – related parties:
Amount due to related parties
Related parties’ transactions
Revenue recognized from goods and services transferred
to related parties amounts to $222,922 and $497,106, or 100% and 100% of total revenue, for the three months ended September 30, 2024
and 2023, respectively. Revenue recognized from goods and services transferred to related parties amounted to $647,393 and $1,085,181,
or 49% and 83% of total revenue, for the nine months ended September 30, 2024 and 2023, respectively.
Purchase of raw materials and software to be used
in assembling machines from related parties amounted to $67,633 and $197,161, or 12% and 45% of total purchased for the three months ended
September 30, 2024 and 2023, respectively. Purchase of raw materials and software to be used in assembling machine for related parties
amounted to $232,466 and $555,945, or 24% and 66% of total purchase, for the nine months ended September 30, 2024 and 2023, respectively.
On June 29, 2024, Guangzhou JIE made a capital
contribution of $412,814 (approximately RMB 3,000,000) to YZ JIT, the 85.53% beneficiary VIE of the Company. On August 30, 2024, Guangzhou
JIE made a capital contribution of $2,821 (approximately RMB 20,000) to YZ JIT. These contributions were recorded as additional paid-in
capital in the financial statements.
Guarantee provided by related parties consisted of the following:
On May 20, 2022, Linhai Zhu, his spouse Mei Liu
and Guangzhou Jumi Intelligent Equipment Co., Ltd. provided a guarantee for the short-term loan of $507,452 from Bank of China. The loan
was fully repaid in May 2023.
On July 20, 2022, Linhai Zhu, his spouse Mei Liu
and Guangzhou Jumi Intelligent Equipment Co., Ltd. provided a guarantee for the short-term loan of $336,513 from Postal Savings Bank of
China. The loan was fully paid in July 2023.
JRSIS HEALTH CARE CORPORATION
AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
On August 16, 2022, Linhai Zhu and his spouse
Mei Liu provided a guarantee for the short-term loan of $547,563 from China Construction Bank. The loan was fully paid in August 2024.
On June 29, 2023, Linhai Zhu, his spouse Mei Liu
and Guangzhou Jumi Intelligent Equipment Co., Ltd. provided a guarantee for the short-term loan of $412,814 from Bank of China. The loan
was fully paid in July 2024.
On July 2, 2024, Linhai Zhu, his spouse Mei Liu
and Guangzhou Jumi Intelligent Equipment Co., Ltd. provided a guarantee for the short-term loan from Bank of China which has ending balance
as of September 30, 2024 of $370,497.
On August 12, 2024, Linhai Zhu, his spouse Mei
Liu and Guangzhou Jumi Intelligent Equipment Co., Ltd. provided a guarantee for the short-term loan from China Construction Bank which
has ending balance as of September 30, 2024 of $527,246.
Short-term Loans
Short-term loans consist of the following:
| | September 30, 2024 | | | December 31, 2023 | |
In June 2023, YZ JIT borrowed from Bank of China US$422,541 (approximated RMB 3,000,000) with a fixed annual interest rate at 3.80%, due on June 29, 2024. This loan was secured by Mr. Linhai Zhu, the CEO of the Company, and his spouse Ms. Liu Mei and Guangzhou JIE., a related company under common control of Linhai Zhu. This loan was fully paid on July 1, 2024. | | $ | - | | | $ | 422,541 | |
| | | | | | | | |
In August 2022, YZ JIT borrowed from China Construction Bank US$579,945 (approximated RMB 4,000,000) with a fixed annual interest rate at 4.50%, originally maturity on August 16, 2023. YZ JIT repaid RMB 20,746.58 during 2023 and extended the remaining loan principal amount to US$560,466 (approximated RMB 3,979,253.42) till August 16, 2024 with the annual interest rate of 4.75%. This loan was secured by Mr. Linhai Zhu, the CEO Company, and his spouse Ms. Liu Mei and Guangzhou JIE, a related company under common control of Linhai Zhu. This loan was fully paid in August 2024. | | | - | | | | 560,466 | |
| | | | | | | | |
On March 5, 2024, YZ JIT borrowed from Industrial and Commercial Bank of China (ICBC) $401,645 (Approximated RMB 2,900,000) with fixed annual interest rate at 3.65%, maturity date of March 5, 2025. No guarantee and no collateral was provided for this loan. | | | 413,247 | | | | - | |
| | | | | | | | |
In July 2024, YZ JIT borrowed from Bank of China amount to US$370,497 (approximated RMB 2,600,000) with a fixed annual interest rate at 3.70%, due on July 2, 2025. This loan secured by Mr. Linhai Zhu, the CEO of the Company, and his spouse Ms. Liu Mei and Guangzhou JIE., a related company under common of Linhai Zhu. | | | 370,497 | | | | - | |
| | | | | | | | |
In August 2024, YZ JIT borrowed from China Construction Bank amount to US$527,246 (approximated RMB3,700,000) with a fixed annual interest rate at 4.00%, maturity on August 12, 2025. This loan secured by Mr. Linhai Zhu, the CEO of Company, and his spouse Ms. Liu Mei. | | | 527,246 | | | | - | |
| | | | | | | | |
Total short-term loans | | $ | 1,310,990 | | | $ | 983,007 | |
JRSIS HEALTH CARE CORPORATION
AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Long-term loans
Long-term loans consist of following:
| | September 30, 2024 | | | December 31, 2023 | |
In December 2023, YZ JIT and Shenzhen Qianhai Webank entered into a loan agreement to borrow RMB 310,000 (approximated US$43,663) with a fixed annual interest rate at 6.0653%, to be repaid in installments and fully due on December 12, 2025. | | $ | 31,554 | | | $ | 43,663 | |
Subtotal of long-term loans | | | 31,554 | | | | 43,663 | |
Less: long-term loans - current portion | | | (25,243 | ) | | | (18,713 | ) |
Long-term loans – noncurrent portion | | $ | 6,311 | | | $ | 24,950 | |
All bank loans the Company borrowed were for use
as working capital in the ordinary course of business. For the three months ended September 30, 2024 and 2023, the Company recorded interest
expense on bank loans of $13,846 and $11,673, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded
interest expense on bank loans of $40,817 and $45,429, respectively.
14. |
OTHER PAYABLES AND ACCRUED LIABILITIES |
Other payables and accrued liabilities consisted of the following:
| |
September 30, 2024 | | |
December 31, 2023 | |
Salary payable | |
$ | 95,203 | | |
$ | 58,243 | |
Short-term lease payable (1) | |
| 59,409 | | |
| 39,147 | |
Accrued operating expenses (2) | |
| 75,559 | | |
| 114,759 | |
Other payables | |
| 26,217 | | |
| 9,720 | |
| |
$ | 256,388 | | |
$ | 221,869 | |
15. |
NON-CONTROLLING INTERESTS |
The Company has a controlling financial interest
in YZ JIT, a majority VIE of the Company, which is consolidated in the Company’s financial statements with a non-controlling interest
(“NCI”) recognized. The Company held an 85.53% controlling financial interest in YZ JIT as of September 30, 2024 and December
31, 2023.
As of September 30, 2024 and December 31, 2023,
NCI in the consolidated balance sheet was ($36,883) and ($23,246), respectively. For the three months ended September 30, 2024, the comprehensive
loss attributable to shareholders’ equity and NCI is ($192,606) and ($32,703), respectively. For the nine months ended September
30, 2024, the comprehensive loss attributable to shareholders’ equity and NCI is ($435,726) and ($73,779), respectively. For the
three months ended September 30, 2023, the comprehensive income attributable to shareholders’ equity and NCI is $32,312 and $5,467,
respectively. For the nine months ended September 30, 2023, the comprehensive loss attributable to shareholders’ equity and NCI
is ($22,712) and ($3,841), respectively.
JRSIS HEALTH CARE CORPORATION
AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
United States of America
JRSIS is registered in the State of Florida and is subject to the tax
laws of United States of America.
The Company has no tax position at September 30,
2024 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company did not recognize interest accrued related to unrecognized tax benefits or penalties during the periods presented. The Company
had no accruals for interest and penalties at September 30, 2024. The Company’s utilization of any net operating loss carry forward
may be unlikely as a result of its intended activities.
As of September 30, 2024, the operations in the
United States of America had incurred $23,233,689 of cumulative net operating losses which can be carried forward to offset future taxable
income in the United States. The net operating loss carryforwards begin to expire in 2044, if unutilized. The Company has provided for
a full valuation allowance against the deferred tax assets of $4,879,075 on the expected future tax benefits from the net operating loss
carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
British Virgin Islands (“BVI”)
The Company subsidiary, JRSIS Health Care Limited,
is incorporated in BVI and is not subject to tax on income or capital gain. In addition, payments of dividends by the Company to its shareholders
are not subject to withholding tax in the BVI.
Hong Kong
The Company’s subsidiary, Runteng Medical
Group Company Limited, is incorporated in Hong Kong and has no operating profit or tax liabilities during the periods presented. Runteng
is subject to tax at 16.5% on the assessable profits arising in or derived from Hong Kong.
The PRC
The Company’s subsidiaries operating in
the PRC are subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%. The reconciliation
of income tax rate to the effective income tax rate for the three and nine months ended September 30, 2024 and 2023 from our continuing
operation is as follows:
| |
For the Three Months Ended September 30, | | |
For the Nine Months Ended September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Loss before income taxes from PRC operation | |
$ | (219,970 | ) | |
$ | 39,284 | | |
$ | (506,765 | ) | |
$ | (23,358 | ) |
Statutory income tax rate | |
| 25 | % | |
| 25 | % | |
| 25 | % | |
| 25 | % |
Income tax expense (benefit) at statutory rate | |
| (54,993 | ) | |
| (9,821 | ) | |
| (126,691 | ) | |
| (5,840 | ) |
Tax effect of non-deductible items | |
| 7 | | |
| - | | |
| 2,915 | | |
| 8,057 | |
Tax effect of non-taxable items | |
| - | | |
| - | | |
| - | | |
| - | |
Valuation allowance of deferred tax assets | |
| 54,993 | | |
| 9,698 | | |
| 126,691 | | |
| 5,840 | |
Income tax expense (benefit) | |
$ | 7 | | |
$ | (123 | ) | |
$ | 2,915 | | |
$ | 8,057 | |
JRSIS HEALTH CARE CORPORATION
AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Value-Added Tax and Other Withholding and Other Levies
The Company’s goods and services are sold
in the PRC and are subject to Value-added tax (“VAT”) on the gross sales price. The VAT rates range from 6% to 13%, depending
on the type of goods or services sold. The VAT may be offset by VAT paid by the Company on raw materials and other materials included
in the cost of producing or acquiring its finished products. The Company’s subsidiaries in PRC were required to file VAT tax return
each month to qualify the VAT paid and calculate VAT payable. The Company recorded a VAT payable net of payments if VAT payable on the
gross sales is larger than VAT paid by the Company on purchase of materials or finished goods; on the contrary, the Company recorded VAT
deductible in the accompanying financial statements net of any VAT payable at the end of reporting periods.
The Company is also subject to other levies such
as stamp tax, unban construction tax, and additional education tax which are charged by local governments. The rate of such levies is
small and varies among the different jurisdictions in which the Company does business. The Company also acts as the personal income tax
withholding agent for the salaries paid its employees.
The following table provided details of taxes payable as of September
30, 2024 and December 31, 2023:
Basic earnings per share is computed using the
weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included
in diluted earnings per share. The following table sets forth the computation of basic and diluted earnings per share for the three and
nine months ended September 30, 2024 and 2023:
| |
For the Three Months Ended
September 30, | | |
For the Nine Months Ended
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Numerator: | |
| | |
| | |
| | |
| |
Income (loss) attributable to common shareholders | |
$ | (188,146 | ) | |
$ | 33,705 | | |
$ | (435,937 | ) | |
$ | (26,869 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding – Basic and diluted | |
| 84,598,650 | | |
| 76,757,439 | | |
| 84,510,860 | | |
| 76,757,439 | |
Income (loss) per share – basic and diluted | |
$ | (0.0022 | ) | |
$ | 0.0004 | | |
$ | (0.0052 | ) | |
$ | (0.0004 | ) |
The Company is authorized to issue 2,000,000 shares
of preferred stock, $0.0001 par value. No shares were issued and outstanding as of September 30, 2024 and December 2023.
The Company is authorized to issue 100,000,000
shares of common stock, $0.0001 par value. As of November 30, 2023, immediately before the closing of the Reverse Acquisition as described
in NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND, the Company has 5,836,666 shares of common stock issued and outstanding. To affect the
closing of the Reverse Acquisition, the Company issued 76,757,439 shares of its common stock to Jumi GCL which is a holding company owned
by Linhai Zhu, Yulin IGP and Jumi IIP, who are the beneficial owners of 85.53% of Guangzhou JIE that adopted the underlying Reverse Acquisition.
On March 12, 2024, the Company issued 2,004,545 common shares to certain personal in the PRC. The consideration for these shares issued
amounted to $20,045 (approximately RMB 143,686), which was received by Yongzhou JIT, the VIE of the Company. As of September 30, 2024,
the common shares issued and outstanding are 84,598,650 shares.
JRSIS HEALTH CARE CORPORATION
AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
19. |
CHINA CONTRIBUTION PLAN |
Under the PRC Law, full-time employees of the
subsidiaries of the Company in the PRC are entitled to staff welfare benefits including medical care, welfare subsidies, unemployment
insurance and pension benefits through a China government-mandated multi-employer defined contribution plan. These benefits are required
to accrue for, based on certain percentages of the employees’ salaries. The total contributions made for such employee benefits
were approximately $2,620 and $1,652 for the three months ended September 30, 2024 and 2023, respectively. The total contributions made
for such employee benefits were approximately $6,939 and $4,376 for the nine months ended September 30, 2024 and 2023, respectively.
Under the PRC Law the Company’s subsidiaries
and VIE are required to make appropriations to their statutory reserve based on after-tax net earnings which are determined in accordance
with generally accepted accounting principles of the People’s Republic of China (the “PRC GAAP”). Appropriation to the
statutory reserve should be at least 10% of the after-tax net income until the reserve is equal to 50% of the registered capital. The
statutory reserve is established for the purpose of providing employee facilities and other collective benefits to the employees and is
non-distributable other than in liquidation. The Company’s subsidiaries and VIE have not been made earnings determined in PRC GAAP;
therefore there were not any statutory reserves made until September 30, 2024.
21. |
CONCENTRATIONS OF RISK |
The Company is exposed to the following concentrations of risks:
For the three months ended September 30, 2024,
one customer accounted for 10% or more of the Company’s total revenue and its related outstanding accounts receivable as at the
balance sheets date presented as follows:
| |
For the Three Months Ended September 30, 2024 | | |
September 30, 2024 | |
Customers | |
Revenue | | |
Percentage of revenue | | |
Accounts receivable | |
Customer A | |
$ | 201,553 | | |
| 91 | % | |
$ | 569,582 | |
| |
| | | |
| | | |
| | |
| |
$ | 201,553 | | |
| 91 | % | |
$ | 569,582 | |
For the nine months ended September 30, 2024,
three customers each accounting for 10% or more of the Company’s total revenue and its related outstanding accounts receivable at
the balance sheets date presented as follows:
| |
For the Nine Months Ended September 30, 2024 | | |
September 30, 2024 | |
Customers | |
Revenue | | |
Percentage of revenue | | |
Accounts receivable | |
Customer A | |
$ | 613,635 | | |
| 46 | % | |
$ | 569,582 | |
Customer B | |
| 393,207 | | |
| 30 | % | |
| - | |
Customer C | |
| 157,283 | | |
| 12 | % | |
| - | |
| |
$ | 1,164,125 | | |
| 88 | % | |
$ | 569,582 | |
JRSIS HEALTH CARE CORPORATION
AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2023,
one customer accounted for 10% or more of the Company’s total revenue and its related outstanding accounts receivable at the balance
sheets date presented as follows:
| |
For the Three Months Ended September 30, 2023 | | |
September 30, 2023 | |
Customers | |
Revenue | | |
Percentage of revenue | | |
Accounts receivable | |
Customer A | |
$ | 497,106 | | |
| 100 | % | |
$ | - | |
| |
| | | |
| | | |
| | |
| |
$ | 497,106 | | |
| 100 | % | |
$ | - | |
For the nine months ended September 30, 2023,
two customers accounted for 10% or more of the Company’s total revenue and its related outstanding accounts receivable at the balance
sheets date presented as follows:
| |
For the Nine Months Ended September 30, 2023 | | |
September 30, 2023 | |
Customers | |
Revenue | | |
Percentage of revenue | | |
Accounts receivable | |
Customer A | |
$ | 1,070,041 | | |
| 82 | % | |
$ | - | |
Customer D | |
| 196,295 | | |
| 15 | % | |
| 392,311 | |
| |
$ | 1,266,336 | | |
| 97 | % | |
$ | 392,311 | |
For the three months ended September 30, 2024,
the vendors who accounted for 10% or more of the Company’s total purchases and its outstanding accounts payable balances as at balance
sheets, are presented as follows:
JRSIS HEALTH CARE CORPORATION
AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Financial instruments that are potentially subject
to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables
is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally
require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends and other information.
As the Company has no significant interest-bearing
assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.
The Company’s interest-rate risk arises
from bank loans. The Company manages interest rate risk by varying the borrowing and maturity dates of variable rate debt, limiting the
amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of September 30, 2024 and
December 31, 2023, all bank loans were at fixed rates.
JRSIS HEALTH CARE CORPORATION
AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The reporting currency of the Company is US$.
To date majority of the revenue and costs are denominated in RMB and a significant portion of the assets and liabilities are denominated
in RMB. As a result, the Company is exposed to foreign exchange risk as its revenue and results of operations may be affected by fluctuations
in the exchange rate between US$ and RMB. If RMB depreciates against US$, the value of RMB revenue and assets as expressed in US$ financial
statements will decline. The Company does not hold any derivative or other financial instruments that expose the Company to substantial
market risk.
(f) |
Economic and political risks |
The Company’s operations are conducted in
the PRC. Accordingly, the Company’s business, financial condition and results of operation may be influenced by the political, economic
and legal environment in the PRC, and by the general state of the PRC economy. A slowdown in the growth of the PRC’s economy might
have an adverse effect on our current business and future developments, if we are not able to gain increasing demand for our smart machine
from the development of the general economy.
The Company’s operations in the PRC are
subject to special considerations. These include risks associated with, among others, the political, economic and legal environment and
foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in
the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion,
remittances abroad, and rates and methods of taxation.
The Company evaluates subsequent events that have
occurred after the balance sheet date but before the financial statements are issued. Subsequent to the date the financial statements
were filed, there was no subsequent event that would require disclosure on or adjustment to the financial statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction
with our unaudited consolidated financial statements and the notes thereto included elsewhere in this report.
In addition to historical information, the discussion
in this section of this report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those
discussed in this section and those discussed in “Risk Factors” section of our annual report on Form 10-K, which filed on
May 26, 2024.
We caution readers not to place undue reliance
on any forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as specifically
required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or
in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results
will differ from those set forth in the forward-looking statements.
OVERVIEW
Company Structure
JRSIS Health Care Corporation
(the “Company” or “JRSIS”) was incorporated on November 20, 2013 under the laws of the State of Florida. Through
its 100% held subsidiary JRSIS Health Care Limited (“JRSIS-BVI”), a limited liability company registered in British Virgin
Island (“BVI”), it holds 100% shares of Runteng Medical Group Co., Ltd (“Runteng”), a limited liability company
registered in Hong Kong. On April 12, 2022, Runteng organized and owned 100% of the equity in Laidian Technology (Zhongshan) Co., Ltd
(“Laidian”), a wholly foreign-owned enterprise (“WFOE”) subsidiary registered under the law of the People’s
Republic of China (“the PRC”) in Zhongshan City, Guangdong Province.
Until March 31, 2022, Runteng
also owned 70% of the equity in Harbin Jiarun Hospital Co., Ltd (“Jiarun”), a for-profit hospital incorporated in Harbin City
of Heilongjiang province of the PRC and was fully disposed of on April 1, 2022.
On November 30, 2023, the Company, through its
subsidiary Laidian, completed an acquisition transaction that resulted that the Company obtained 85.53% variable interest in Yongzhou
Jumi Intelligent Technology Co., Ltd. (“Yongzhou JIT”). For a detail description of our corporate structure and contractual
arrangements and its related risks, see “ITEM 1 Business” in PART I elsewhere in Form 10-K filed on May 26, 2024. The transaction
represents a “Reverse Acquisition” rather than a normal business combination in that Yongzhou JIT is deemed to be the accounting
acquirer in the transaction.
Management’s discussion and analysis in
this section was based on the historic financial information of Yongzhou JIT as accounting acquirer. The financial statements represent
the assets and liabilities and the operations that were reflected on the historical financial statements for periods prior to the Reverse
Acquisition of Yongzhou JIT and will be recorded at the carrying amount basis of Yongzhou JIT. The consolidated financial statements after
the Reverse Acquisition included the assets and liabilities of the Company and Yongzhou JIT, and the historical operations of Yongzhou
JIT and operations of the Combined Company from the date of the Reverse Acquisition.
Technology and Innovation
We, through Yongzhou JIT,
are committed to technological advancement and delivering cutting-edge smart machine and system solutions, especially for our One-stop
smart medicine distribution program and our new retail smart terminal solution to meet the evolving needs of our customers. The technicians
employed by Yongzhou JIT are committed to mastering intelligent algorithms and techniques, smart terminal technologies and moving communication-related
technology as needed to elevate our products to a market lead.
As of the date of this report, Yongzhou JIT owns
2 patents for invention, 16 patents for utility models, 7 design patents and 21 software copyrights in the PRC. In addition, there are
several invention patents in the process of undergoing substantive examination by government authorities. All the core patented technologies
and models of patents and copyright have been applied in the Company’s products and services. The Company had established a research
and development team composed of 8 experts, representing approximately 22% of the total employees of Yongzhou JIT. After years of efforts,
the Company holds an outstanding position in the field of intelligent medicine products in the PRC. In addition, to promote research and
innovation in smart medicine areas, the Company actively collaborates with several prominent research institutions and universities, such
as Hunan Institute of Technology, to keep our smart techniques being updated and advanced.
Products and Services, Customers
Based on techniques we control
and the plants and equipment we operate in China, we can provide our customers with customized goods and services, such as cloud-based
smart hardware/equipment and the related application system/software, open platform of software as a service, cloud-based vending equipment,
one-stop cloud-based medicine equipment (including automated drug sales, remote consultations, unmanned pharmacies) and a series of remote
smart terminal products. We currently engage in the business of developing additional technology related to the medical industry and are
producing and selling equipment based on our technology. We also provide services to design, develop, install, and maintain cloud-based
systems for our customers.
Currently, all our operations are conducted in
the PRC. Our customers include: a) governmental projects: such as local government’s healthcare project to up-grate its smart medical
insurance, smart epidemic prevention measures, smart and system service on remote physical examination, health testing, remote consultation,
prescription, payments and medicine delivery etc.; b) Hospital projects: such as a smart application system in a hospital for collecting
drug information from each out-patient and directing the pharmacies in the hospital to prepare the dug for the out-patient and guide the
put-patient to the right window to take his/her medicine; c) pharmacies outside the hospital and d) entities in health industry, such
as the internet service platform; e) other entities providing smart health services based and depending on our technology. Our products
and services can be applied in more and more areas along with the development of Smart City and Smart Life project all over the PRC and
throughout the world.
Recent Development
With the popularity of China’s mobile payment,
the update and development of cloud computing and the Internet of Things, coupled with the social demand for medical and pharmaceutical
services facilitation, personalization, privacy protection, and various convenient services launched by the government and social forces
in response to aging, vending and online services have a broad basis for development in most cities in China. Our smart products and services
will be widely used in this environment, which is also one of the infrastructures for building a healthy China. However, this will require
substantial investment from government and society. With the outbreak of the COVID-19 pandemic, especially since this year, the enthusiasm
of the Chinese government and enterprises for such infrastructure investment has fluctuated with the changes in the macro economy, especially
the expectations of China’s medium and long-term economic development. This kind of expected fluctuation has a great impact on the
market for our smart products. We need to overcome the difficulties brought by this fluctuation and seek greater development while continuously
improving the scientific and technological content of our products and services, which requires more effort and patience from us.
GOING CONCERN UNCERTAINTIES
The accompanying unaudited consolidated financial
statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets
and the discharge of liabilities in the normal course of business for the foreseeable future.
As reflected in the accompanying unaudited consolidated
financial statements, for the nine months ended September 30, 2024 and 2023 the Company incurred significant net losses of $509,680 and
$31,415. The recurring operating loss resulted in an accumulated deficit of $3,878,835 as of September 30, 2024. The Company generated
cash outflow from its operations activities of $826,061 and cash inflow from operations of $420,966 for the nine months ended September
30, 2024 and 2023. The fluctuation of cash flows resulted in a working capital deficit of $512,474 as of September 30, 2024. Management
believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months.
The continuation of the Company as a going concern
through the next twelve months is dependent upon (1) the continued financial support from its external financing, including bank loans
and issuance of its shares to potential shareholders. Management believes that it can obtain additional bank loans and the issuance of
common shares of the Company is available if the Company elects to do so, and (2) further implementation of management’s business
plan to extend its operations and generate sufficient revenue and cash flows to meet its obligations. The Company’s operations are
on an upward trend, and management believes that the Company’s operations can generate enough revenue and cash to meet its obligations
in the normal course of business. While the Company believes in the viability of its strategy to increase sales volume and in its ability
to raise additional funds, there can be neither any assurances to that effect, nor any assurance that the Company will be successful in
securing sufficient funds to sustain the operations.
These conditions raise substantial doubt about
the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible
future effect of the recoverability and classification of assets or the amounts and classifications of liabilities that may result from
the outcome of these uncertainties. The Company is working to improve its operations and generate more profits and cash flow.
Management believes that the actions presently
being taken to obtain additional funding and implement its strategic plan provide the opportunity for the Company to continue as a going
concern.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition
and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting
principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting periods. On an on-going basis, we evaluate our estimates and judgments, including
those related to revenue recognition, receivable, inventory, leases, and accrued expenses. We base our estimates on historical experience,
known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions. Changes in estimates are recorded in the period in
which they become known.
In connection with the preparation of our financial
statements for the three and nine months ended September 30, 2024, there was no accounting estimate we made that was subject to a high
degree of uncertainty and was critical to our results.
Please refer to our significant accounting policies
in NOTE 3 to our unaudited consolidated financial statements included elsewhere in this report. We believe those accounting policies affect
our more significant judgments and estimates used in the preparation of our consolidated financial statements.
RESULTS OF OPERATIONS
Comparison of the three months ended September 30, 2024 and
2023
The following table sets forth the results of
our operations for the three months ended September 30, 2024 and 2023, respectively, indicated as a percentage of total revenue.
| |
For the three months ended September 30, 2024 | | |
For the three months ended September 30, 2023 | | |
Amount | | |
| |
| |
Amount | | |
% of Revenue | | |
Amount | | |
% of Revenue | | |
increase (decrease) | | |
% Percentage | |
Revenue | |
$ | 222,922 | | |
| 100 | % | |
$ | 497,361 | | |
| 100 | % | |
$ | (274,439 | ) | |
| (55 | )% |
Cost of revenue | |
| 196,037 | | |
| 88 | % | |
| 377,252 | | |
| 76 | % | |
| (181,215 | ) | |
| (48 | )% |
Gross profit | |
| 26,885 | | |
| 12 | % | |
| 120,109 | | |
| 24 | % | |
| (93,224 | ) | |
| (78 | )% |
Operating expenses | |
| 233,075 | | |
| 105 | % | |
| 69,098 | | |
| 14 | % | |
| 163,977 | | |
| 237 | % |
Other income (loss), net | |
| (13,780 | ) | |
| (6 | )% | |
| (11,727 | ) | |
| (2 | )% | |
| (2,053 | ) | |
| 18 | % |
Income (loss ) before income tax | |
| (219,970 | ) | |
| (99 | )% | |
| 39,284 | | |
| 8 | % | |
| (259,254 | ) | |
| (660 | )% |
Income tax expense (benefit) | |
| 7 | | |
| 0 | % | |
| (123 | ) | |
| 0 | % | |
| 130 | | |
| (106 | )% |
Net Income (loss) from operations | |
| (219,977 | ) | |
| (99 | )% | |
| 39,407 | | |
| 8 | % | |
| (259,384 | ) | |
| (658 | )% |
Less: non-controlling interest | |
| (31,831 | ) | |
| (14 | )% | |
| 5,702 | | |
| 1 | % | |
| (37,533 | ) | |
| (658 | )% |
Net loss attributable to the Company | |
$ | (188,146 | ) | |
| (84 | )% | |
$ | 33,705 | | |
| 7 | % | |
$ | (221,851 | ) | |
| (658 | )% |
Comparison of the nine months ended September 30, 2024 and
2023
The following table sets forth the results of
our operations for the nine months ended September 30, 2024 and 2023, respectively, indicated as a percentage of total revenue.
| |
For the nine months ended September 30, 2024 | | |
For the nine months ended September 30, 2023 | | |
Amount | | |
| |
| |
Amount | | |
% of Revenue | | |
Amount | | |
% of Revenue | | |
increase (decrease) | | |
% Percentage | |
Revenue | |
$ | 1,320,738 | | |
| 100 | % | |
$ | 1,311,750 | | |
| 100 | % | |
$ | 8,988 | | |
| 1 | % |
Cost of revenue | |
| 1,050,519 | | |
| 80 | % | |
| 1,000,638 | | |
| 76 | % | |
| 49,881 | | |
| 5 | % |
Gross profit | |
| 270,219 | | |
| 20 | % | |
| 311,112 | | |
| 24 | % | |
| (40,893 | ) | |
| (13 | )% |
Operating expenses | |
| 756,033 | | |
| 57 | % | |
| 309,860 | | |
| 24 | % | |
| 446,173 | | |
| 144 | % |
Other loss, net | |
| (20,951 | ) | |
| (2 | )% | |
| (24,610 | ) | |
| (2 | )% | |
| 3,659 | | |
| (15 | )% |
Loss before income tax | |
| (506,765 | ) | |
| (38 | )% | |
| (23,358 | ) | |
| (2 | )% | |
| (483,407 | ) | |
| 2070 | % |
Income tax expense | |
| 2,915 | | |
| 0 | % | |
| 8,057 | | |
| 1 | % | |
| (5,142 | ) | |
| (64 | )% |
Net loss from operations | |
| (509,680 | ) | |
| (39 | )% | |
| (31,415 | ) | |
| (2 | )% | |
| (478,265 | ) | |
| 1522 | % |
Less: non-controlling interest | |
| (73,743 | ) | |
| (6 | )% | |
| (4,546 | ) | |
| (0 | )% | |
| (69,197 | ) | |
| 1522 | % |
Net loss attributable to the Company | |
$ | (435,937 | ) | |
| (33 | )% | |
$ | (26,869 | ) | |
| (2 | )% | |
$ | (409,068 | ) | |
| 1522 | % |
Revenue
Total revenue for the three months ended September
30, 2024 was $222,922, a decrease of $274,439, or approximately 55%, as compared to total revenue for the three months ended September
30, 2023 of $497,361. Total revenue for the nine months ended September 30, 2024 was $1,320,738, an increase of $8,988, or approximately
1%, as compared to total revenue for the nine months ended September 30, 2023 of $1,311,750. Currently, due to the bad economic environment,
without the support of the government’s stimulus policies, Chinese society has grown increasingly cautious about investing in the
medical and health industry, resulting in a significant decline in the demand for our products and services. During the third quarter
of 2024, we did not acquire any new clients, resulting in our revenue being reduced by half compared to the same period in 2023. The revenue
decline in the third quarter of 2024 erased much of the growth achieved in the first two quarters of the year compared to 2023.
We have taken more aggressive measures in our
marketing and promotion efforts to improve our sales performance since the beginning of 2024. We initially expected that the demand for
our products and services in the market could be expected to grow rapidly. However, the macroeconomic and social demand in the PRC is
far less robust than it was expected in the wake of the COVID-19 pandemic, Especially, since the third quarter of this year, the overall
economic vitality is relatively depressed, which has seriously affected the sales of the company’s products and services. We have committed
to iterate and update continuously our products and services with our developing technology, and we expect that our revenue will continue
to grow along with our marketing effort and the upgrading of our products in the foreseeable future. However, the growth of our revenue
also depends on the microeconomic and social demand in the PRC.
Currently, the Company’s revenue derives
from two sources: 1) sales of smart terminal products, such as unmanned medicine vending machines, that the Company self-manufactures
and assembles in its plant, and 2) services rendered, such as installation and debugging of new equipment, maintenance of terminal systems
of smart equipment, design and development of application systems customized for our customers. Goods and services from which the Company
derived its revenue are all based on the Company’s technology and manufacturing capacity.
The Company derived its revenue from both third-party
customers and related party customers. During the periods presented in these financial statements, the Company derived its revenue from
its related parties mainly, with sales to Guangzhou JIE, Guangzhou JIT, Youzhou Jingmi Health Technology Co., Ltd. and Yaolian (Guangzhou)
Wulinwang Co., Ltd. (see Note 12 for relationship of these related parties). In general, those related parties purchase a machine from
Yongzhou JIT and resell it to their customers. In addition, Yongzhou JIT provided installation and maintenance services for its customers
and was paid case by case under a range of negotiated rates. End users of the Company’s goods and services mainly include medical
service organizations, business entities and local governments.
Cost of revenue
Cost of revenue for the three months ended September
30, 2024 was $196,037, a decrease of $181,215, or approximately 48%, as compared to cost of revenue recorded for the three months ended
September 30, 2023 of $377,252. Cost of revenue for the nine months ended September 30, 2024 was $1,050,519, an increase of $49,881, or
approximately 5%, as compared to cost of revenue for the nine months ended September 30, 2023 of $1,000,638.
During the three months ended September 30, 2024,
we provided less personalized services and fewer products to our customers, mainly the related parties of YZ JIT, generating lower revenue.,
This is the main reason that lead to lower cost of revenues. The increase of the cost of revenue for the nine months ended September 30,
2024 resulted from an increase in the cost of labor, especially the cost of revenue from our technology service mainly consists of labor
cost to fulfill our services obligations. Cost of revenue consists primarily of the cost of the machine sold and incremental cost to fulfil
the contracts with customers.
Gross profit
Gross profit for the three months ended September
30, 2024 was $26,885, a decrease of $93,224, or approximately 78%, as compared to the three months ended September 30, 2023 of $120,109.
The gross margin was 12% for the three months ended September 30, 2024, decreased from 24% for the three months ended September 30, 2023.
Gross profit for the nine months ended September 30, 2024 was $270,219, a decrease of $40,893, or approximately 13%, as compared to the
nine months ended September 30, 2023 of $311,112. The gross margin was 20% for the nine months ended September 30, 2024, decreased from
24% for the nine months ended September 30, 2023.
Generally, our services revenue contributes a
higher margin than revenue from the sale of goods. In addition, our margins fluctuated based on customized contracts made with various
factors, including customer background and special requirements of our products and services. Also, gross profit was affected by whether
the customer is a third party or a related party. During the three months ended September 30, 2024, we encountered severe market challenges,
and in order to increase our sales, we made a lot of price concessions, resulting in a halving of the gross margin in the third quarter
of 2024 and the same period of 2023, Fortunately, some of our service revenues generated significant gross margins in the first half of
2024, which resulted in our gross margin for the nine months ended September 30, 2024 being essentially flat with the gross margin for
the nine months ended September 30, 2023.
Operating expenses
Operating expenses consist mainly of research
and development, employee salary, marketing and advertising, logistics, auditing and legal services, other professional service and listing
support fees, depreciation and amortization, office rental fees and utilities that are underlying but not associated with production,
and so are not recorded as cost of inventories.
Operating expenses for the three months ended
September 30, 2024 were $233,075, an increase of $163,977, or approximately 237%, as compared to $69,098 for the three months ended September
30, 2023. During the three months ended September 30, 2024, our selling expenses increased $96,518, our general and administrative expenses
increased $74,821 and our research and development expenses decreased $7,362, as compared to the same period of 2023.
Operating expenses for the nine months ended September
30, 2024 were $756,033, an increase of $446,173, or approximately 144%, as compared to $309,860 for the nine months ended September 30,
2023. During the nine months ended September 30, 2024, our selling expenses increased $289,925, our general and administrative expenses
increased $212,396 and our research and development expenses decreased $56,148, as compared to the same period of 2023.
The Company reduced its research and development
expenditures for the three and nine months ended September 30, 2024 by reorganizing and streamlining its research team to save costs without
compromising the efficiency of its activities. The Company is committed to an on-going reorganization to optimize its expenditures to
respond to its deficiency of working capital and to make profits. The Company expects to invest more capital in its research and development
activities as its financial condition gets better. The increase of selling expenses for the three and nine months ended September 30,
2024 as compared to the same period of prior year, mainly resulted from the increase of the marketing and advertising activities to promote
sales in the current period. The increase of the general and administrative expenses for the three and nine months ended September 30,
2024 mainly resulted from the increasing of the professional services and related listing fees for public trading markets, and inventories
counting loss during the nine months ended September 30, 2024.
Other income (expense), net
Other income mainly consists of: 1) non-capitalized
interest expense accrued from bank loans used for working capital; 2) gain or loss on disposal of inventories, equipment and other assets;
and 3) government subsidy on tax exemption. For the three months ended September 30, 2024 the Company reported other net loss of $13,780,
an increase of $2,053, or approximately 18% of other net loss, as compared to other loss of $11,727 for the three months ended September
30, 2023. For the nine months ended September 30, 2024 the Company reported other net loss of $20,951, a decrease of other net loss of
$3,659, or approximately 15%, as compared to other net loss of $24,610 for the nine months ended September 30, 2023.
The fluctuation in other expenses for the three
and nine months ended September 30, 2024 as compared to the same period of 2023 mainly resulted in fluctuation of non-capitalized interest
expense due to the reduction of bank loans. YZ JIT repaid more bank loan during the third of 2023 which result in the accrual of interest
expense for the three months ended September 30, 2023 is less than that in the same period of 2024. However, before repaying bank loan
in third quarter in 2023, total interest expense was accrued and recorded for the nine months ended September 30, 2023, which made other
loss for the nine months ended September 30, 2023 greater than the same period of 2024.
Net income (loss)
We reported a net loss of $219,977 for the three
months ended September 30, 2024, as compared to net income of $39,407 for the three months ended September 30, 2023, a decrease of $259,384
at our net income, or approximately 658%. We reported a net loss of $509,680 for the nine months ended September 30, 2024, as compared
to net loss of $31,415 for the nine months ended September 30, 2023, an increase of $478,265 at our net loss or approximately 1522%.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the ability of a company to generate
funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. On September 30,
2024, we had cash of $1,372 and a working capital deficit of $512,474 as compared to cash of $741 and a working capital deficit of $404,105
on September 30, 2023.
To date, we have financed our operating and investing
activities mainly through cash generated from our current operating activities, borrowings from financial institutions and contributions
from our shareholders. We had plans to issue our common shares to finance more cash to supplement our working capital. We also planned
to finance our business under our management measures and financing policy along with our current financing resources, such as accelerating
the collection of receivables and slow down the payment of payable. We did not identify any material capital expenditures requirements
at the date of this report, but we were not sure that our cash on hand will be sufficient to meet our current and anticipated needs for
general corporate purposes for at least the next 12 months. As management measures and financing policies, we will continue to delay payment
and accelerate collection in our operations, as well as optimize and reduce expenses to overcome cash deficits in our normal course of
business in the foreseeable future. Even though we may, however, need additional cash resources in the future if we experience changes
in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities
for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash
we have on hand, we may seek to issue equity or equity-linked securities or obtain debt financing including additional bank loans. The
issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result
in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing
will be available in amounts or on terms acceptable to us, if at all.
The following is a summary of cash provided by
or used in each of the indicated types of activities for the nine months ended September 30, 2024 and 2023, respectively.
| |
For the Nine Months Ended September 30, | |
| |
2024 | | |
2023 | |
Net cash provided by (used in) operating activities | |
$ | (826,061 | ) | |
$ | 420,966 | |
Net cash provided by (used in) investing activities | |
| (9,182 | ) | |
| (249 | ) |
Net cash provided by (used in) financing activities | |
| 720,030 | | |
| (576,242 | ) |
Exchange rate effect on cash | |
| (1,529 | ) | |
| (2,547 | ) |
Net cash inflow (outflow) for the periods | |
$ | (116,742 | ) | |
$ | (158,072 | ) |
Operating Activities
Net cash used in our operating activities for
the nine months ended September 30, 2024 was $826,061, as compared to net cash provided by operating activities of $420,966 for the nine
months ended September 30, 2023. Net cash used in our operating activities for the nine months ended September 30, 2024 was attributable
to a net loss of $509,680 for the period and was primarily increased by non-cash items such as a reversal of a $138,497 inventory impairment
charge, and by a $578,004 increase in accounts receivable from related parties and amortization of $161,191 in advances from customers
as income was recognized from completion of prepaid contracts. Net operating cash inflows for the nine months ended September 30, 2024
resulted primarily from the following factors: 1) accounts receivable decreased by $144,135 in cash collected from third parties; 2) advances
to suppliers decreased by $294,389 due to receipt of inventories from venders; and 3) a decrease of inventories by $233,745 due to increase
of goods sold and disposal of obsoleted inventories.
Net cash provided by our operating activities
for the nine months ended September 30, 2023 was $420,966. This was attributable to net loss $31,415 for the nine months ended September
30, 2023 and was primarily adjusted by non-cash items such as (1) an aggregate total of $3,340 from right-of used assets amortization
expenses and interest expenses accrual of lease liabilities of operating leases, (2) depreciation and amortization expenses of long-lived
assets of $41,179, (3) an aggregate gain of $24,206 from disposal of impaired inventories, and (4) deferred income tax decrease of $4,487
for the nine months ended September 30, 2023. Net operating cash inflows for the nine months ended September 30, 2023 resulted primarily
from the following factors: 1) accounts receivable from both third parties and related parties decreased aggregately by $312,421 due to
more cash collected from customers; 2) accounts payable to related parties increased by $203,521 due to delay payment for the purchase
from related parties; Cash inflows were offset by the following cash outflows factors: 1) an increase of advance to suppliers of $1,845
due to more inventories order from venders; 2) inventories increased by $18,258 due to the preparation for future goods sold; 3) prepaid
expenses and other receivables increased by $1,938 and accounts payable to third parties decreased by $48,784 due to the Company make
more payments at September 30, 2023; 4) advances from customers decreased by $3,803 due to revenue recognized from those advances; 4)
Taxes payable decreased by $4,296 representing the payable of taxes both corporation income tax and VAT; 5) cash paid for operation lease
liabilities of $4,455. 6) other payable and accrued liabilities decreased by $4,982 due to the Company made much more payment for its
utility.
Investing Activities
There was $9,182 used in purchase of intangible assets for the nine
months ended September 30, 2024.
There was $249 used in purchase of equipment for the nine months ended
September 30 2023.
Financing Activities
Net Cash provided by our financing activities
for the nine months ended September 30, 2024 was $720,030. For the nine months ended September 30, 2024, cash inflows provided by financial
activities included: 1) received cash from issuance of common shares of $20,045; 2) proceeds from bank loans of $1,278,186, 3) capital
contribution from our VIE’s legal owners of $419,578; Cash outflows in financial activities for the nine months ended September
30, 2024 included: 1) net cash used in financing purpose between the Company and its related parties amount of $15,823 and; 2) repayments
of bank loans amount of $981,956.
Net cash used in our financing activities from
the nine months ended September 30, 2023 was $576,242. For the nine months ended September 30, 2023, we received cash in our financial
activities from proceeds of bank loan of amount $426,482 and net cash provided by financing purpose between the Company and its related
parties amount $13,785; we repaid bank loan of $1,016,509.
Inflation
We believe that the relatively moderate rate of
inflation over the past few years has not had a significant impact on our results of operations.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
We do not expect the adoption of recently issued
accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (§
229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,”
as defined by Rule 229.10(f)(1).
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management is responsible
for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability
of the Company’s financial reporting for external purposes in accordance with generally accepted accounting principles. Internal
control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately
and fairly reflect the Company’s transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for
preparation of the Company’s financial statements and that receipts and expenditures of company assets are made in accordance with
management authorization; and (iii) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that
could have a material effect on our financial statements would be prevented or detected on a timely basis.
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.
The Company’s management is also required
to assess and report on the effectiveness of the Company’s internal control over financial reporting in accordance with Section
404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). We conducted an evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act
of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, including the Chief Executive
Officer and Chief Financial Officer. Based on that evaluation and the identification of a material weakness in internal control over financial
reporting described below, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that as of the
end of the period covered by this report the Company’s disclosure controls and procedures were not effective:
| ● | The relatively small number of employees who are responsible
for accounting functions prevents us from segregating duties within our internal control system. The Company may engage more employees
when more financial resources are available. |
| ● | Our internal financial staff lack expertise in identifying
and addressing complex accounting issued under U.S. Generally Accepted Accounting Principles. Currently, we are relying on external consultants
to assist us complying with the US GAAP financial reporting process. |
| ● | We are trying to improve our documentation system concerning
our existing financial processes, risk assessment and internal controls so as to provide sufficient and adequate records for the preparation
and disclosure of financial reporting process. Currently, we are relying on external consultants to assist us complying with the financial
reporting process. |
| ● | We do not presently have an audit committee. JRSIS will set up
an audit committee when more financial resources are available. |
Management’s Remediation plan
While management believes that the Company’s
financial statements previously filed in the Company’s SEC reports have been properly recorded and disclosed in accordance with
US GAAP, based on the material weakness in our internal control over financial reporting identified above, we have designed and plan to
implement, or in some cases have already implemented, the specific remediation initiatives described below:
The Company is currently looking for an outside
consultant with considerable public company reporting experience and breadth of knowledge of US GAAP to provide more training in connection
with the preparation and review of its financial statements to the employees.
Changes in Internal Control over Financial
Reporting
There were no changes in our internal control
over financial reporting during the fiscal quarter ended September 30, 2024 that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 1A. RISK FACTORS
As of the date of this filing, there have been
no material changes from the risk factors disclosed in Part I, Item 1A (Risk Factors) contained in our Annual Report on Form 10-K for
the year ended December 31, 2023. We operate in a changing environment that involves numerous known and unknown risks and uncertainties
that could materially affect our operations. The risks, uncertainties and other factors set forth in our Annual Report on Form 10-K for
the year ended December 31, 2023 may cause our actual results, performances and achievements to be materially different from those expressed
or implied by our forward-looking statements. If any of these risks or events occurs, our business, financial condition or results of
operations may be adversely affected.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION.
During the quarter ended September 30, 2024, no
director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement,
as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS.
The list of Exhibits required by Item 601 of Regulation
S-K to be filed as a part of this Form 10-Q are set forth on the Exhibit Index immediately preceding such Exhibits and is incorporated
herein by this reference.
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) 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.
|
JRSIS HEALTH CARE CORPORATION |
|
(Registrant) |
|
|
Date: December 20, 2024 |
By: |
/s/ Linhai Zhu |
|
|
Linhai Zhu |
|
|
Chairman of the board, |
|
|
Chief Executive Officer, |
|
|
Chief Financial and Accounting Officer |
NONE
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xbrli:shares
iso4217:USD
iso4217:USD
xbrli:shares
xbrli:pure
iso4217:CNY