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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

   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 000-32585

SUNRISE REAL ESTATE GROUP, INC.

(Exact name of registrant as specified in its charter)

Texas

    

75-2713701

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

No. 18, Panlong Road

Shanghai, PRC 201702

(Address of Principal Executive Offices) (Zip Code)

Issuer’s telephone number: + 86-21-6067-3830

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

N/A

N/A

N/A

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 files).

Yes   No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: August 29, 2024–68,691,925 shares of Common Stock

FORM 10-Q

For the Quarter Ended June 30, 2024

INDEX

Page

PART I.

FINANCIAL INFORMATION

3

Item 1.

Financial Statements (Unaudited)

3

Condensed Consolidated Balance Sheets as of June 30,2024 and December 31, 2023

3

Condensed Consolidated Statements of Operations for The Six Months Ended June 30, 2024 and 2023

4

Condensed Consolidated Statements of Stockholders’ Equity for The Six Months and Three Months Ended June 30, 2024 and 2023

5

Condensed Consolidated Statements of Stockholders’ Equity for The Six Months and Three Months Ended June 30, 2024 and 2023

6

Condensed Consolidated Statements of Cash Flows for The Six Months Ended June 30, 2024 and 2023

7

Notes to Condensed Consolidated Financial Statements

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

25

Item 4.

Controls and Procedures

26

PART II.

OTHER INFORMATION

27

Item 1.

Legal Proceedings

27

Item 1A

Risk Factors

27

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

27

Item 3.

Defaults Upon Senior Securities

27

Item 4.

Mine Safety Disclosures

27

Item 5.

Other Information

27

Item 6.

Exhibits

28

SIGNATURES

29

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Expressed in U.S. Dollars)

    

June 30, 

    

December 31, 

2024

2023

ASSETS

Current assets

Cash and cash equivalents

$

25,501,806

$

20,453,464

Restricted cash (Note 3)

 

2,210,499

 

2,723,667

Transactional financial assets (Note 4)

 

17,416,588

 

26,505,532

Accounts receivable

 

191,080

 

552,964

Real estate property under development (Note 5)

83,502,785

 

88,742,269

Amount due from an unconsolidated affiliate

16,102,627

 

16,203,433

Other receivables and deposits, net (Note 6)

8,758,811

 

9,321,913

Total current assets

153,684,196

 

164,503,242

Property and equipment, net (Note 7)

629,044

 

728,094

Investment properties, net (Note 8)

27,842,067

 

28,910,575

Investment in an unconsolidated affiliate (Note 9)

13,010,327

 

13,091,335

Other investments (Note 10)

637,838

 

641,810

Total assets

$

195,803,472

$

207,875,056

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current liabilities

Promissory notes payable (Note 11)

1,403,154

 

1,411,891

Accounts payable (Note 14)

20,637,485

 

24,885,181

Amounts due to directors (Note 12)

462,093

 

472,104

Amount due to an affiliate (Note 15)

32,992,573

 

32,068,741

Customer deposits (Note 16)

25,101,324

 

23,318,011

Other payables and accrued expenses (Note 13)

7,592,373

 

7,352,352

Other taxes payable

225,347

 

247,516

Income taxes payable (Note 17)

1,075,063

 

1,926,888

Total current liabilities

89,489,412

 

91,682,684

Long-term income tax payable (Note 17)

 

 

Total liabilities

 

89,489,412

 

91,682,684

Commitments and contingencies (Note 18)

Shareholders’ equity

Common stock, par value $0.01 per share; 200,000,000 shares Authorized; 68,691,925 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

686,919

 

686,919

Additional paid-in capital

 

8,110,008

 

8,110,008

Statutory reserve (Note 19)

 

3,986,618

 

3,986,618

Retained Earnings

 

91,562,848

 

99,169,737

Accumulated other comprehensive income

 

6,493,369

 

7,311,786

Total equity of Sunrise Real Estate Group, Inc.

 

110,839,762

 

119,265,068

Non-controlling interests

 

(4,525,702)

 

(3,072,696)

Total shareholders’ equity

 

106,314,060

 

116,192,372

Total liabilities and shareholders’ equity

$

195,803,472

$

207,875,056

See accompanying notes to consolidated financial statements.

3

SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Expressed in U.S. Dollars)

    

Three Months Ended June 30, 

    

Six Months Ended June 30, 

    

2024

    

2023

    

2024

    

2023

Net revenues

$

4,448,410

$

7,042,904

$

6,348,124

$

12,776,666

Cost of revenues

 

(3,759,381)

(5,956,385)

(5,666,227)

(11,136,935)

Gross profit (loss)

 

689,029

1,086,519

681,897

1,639,731

Operating expenses

 

(353,624)

(490,120)

(671,479)

(940,599)

General and administrative expenses

 

(684,614)

(728,734)

(1,375,431)

(1,540,592)

Operating profit (loss)

 

(349,209)

(132,335)

(1,365,013)

(841,460)

Other income (expenses)

Interest income

 

67,201

248,416

121,898

495,420

Interest expense

 

(562,698)

(782,378)

(1,126,174)

(1,364,044)

Other income (loss), net

 

(3,271,230)

1,117,937

(6,545,190)

384,796

Total other Income (loss)

 

(3,766,727)

583,975

(7,549,466)

(483,828)

Income (loss) before income taxes

 

(4,115,936)

451,640

(8,914,479)

(1,325,288)

Income tax benefit (expense)

 

(169,070)

(250,864)

(169,216)

(361,315)

Net income (loss)

 

(4,285,006)

200,776

(9,083,695)

(1,686,603)

Less: Net (income) loss attributable to non-controlling interests

 

685,097

141,219

1,476,806

377,272

Net income (loss) attributable to shareholders of Sunrise Real Estate Group, Inc.

$

(3,599,909)

$

341,995

$

(7,606,889)

$

(1,309,331)

Net income (loss)

(4,285,006)

200,776

(9,083,695)

(1,686,603)

Other comprehensive income (loss) Foreign currency translation adjustment

 

(469,694)

(7,240,930)

(794,617)

(5,326,891)

Comprehensive income (loss)

(4,754,700)

(7,040,154)

(9,878,312)

(7,013,494)

Less: Comprehensive income (loss) attributable to non-controlling interests

 

666,200

782,428

1,453,006

841,187

Total comprehensive income (loss) attributable to shareholders

(4,088,500)

(6,257,726)

(8,425,306)

(6,172,307)

Earnings (loss) per share – basic and fully diluted

$

0.05

$

0.00

$

(0.11)

$

(0.02)

Weighted average common shares outstanding

Basic and fully diluted

68,691,925

68,691,925

68,691,925

68,691,925

See accompanying notes to unaudited condensed consolidated financial statements.

4

SUNRISE REAL ESTATE GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(Expressed in U.S. Dollars)

Accumulated

Total

Common Stock

Additional

Retained

Other

Stockholders’

Number of

    

Paid-in

Statutory

Earnings

Comprehensive

Non-controlling

(Deficit) 

    

shares issued

    

Amount

Capital

    

Reserve

    

(Deficits)

    

Income

    

 Interests

    

Equity

Balance, December 31, 2022

68,691,925

$

686,919

$

8,110,008

$

3,986,618

$

109,300,636

$

9,447,265

$

13,207,067

$

144,738,513

Profit (loss) for the year

(1,309,331)

(377,272)

(1,686,603)

Discontinuation of the equity method for an investment

 

 

 

 

 

 

Capital contribution from non-controlling interests of new consolidated subsidiaries

Dividend

Translation of foreign operations

 

 

 

 

 

 

(4,862,976)

(463,915)

(5,326,891)

Balance, June 30, 2023

 

68,691,925

686,919

8,110,008

3,986,618

107,991,305

4,584,289

12,365,880

137,725,019

Accumulated

Total

Common Stock

Additional

Retained

Other

Stockholders’

Number of

Paid-in

Statutory

Earnings

Comprehensive

Non-controlling

(Deficit) 

    

shares issued

    

Amount

    

Capital

    

Reserve

    

(Deficits)

    

Income

    

 Interests

    

Equity

Balance, March 31, 2023

68,691,925

$

686,919

$

8,110,008

$

3,986,618

$

107,649,310

$

11,184,010

$

13,148,308

$

144,765,173

Profit (loss) for the year

341,995

(141,219)

200,776

Translation of foreign operations

(6,599,721)

(641,209)

(7,240,930)

Discontinuation of the equity method for an investment

 

 

 

 

 

 

Dividend

Capital contribution to a new consolidated subsidiary

 

 

 

 

 

 

 

 

Balance, June 30, 2023

 

68,691,925

686,919

8,110,008

3,986,618

107,991,305

4,584,289

12,365,880

137,725,019

See accompanying notes to consolidated financial statements.

5

SUNRISE REAL ESTATE GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(Expressed in U.S. Dollars)

Accumulated

Total

 

Common Stock

 

Additional

 

 

Retained

 

Other

 

 

Stockholders’

Number of

 

 Paid-in

Statutory

 

Earnings

 

Comprehensive

Non-controlling

 

(Deficit)

    

shares issued

    

Amount

    

Capital

    

Reserve

    

(Deficits)

    

Income

    

Interests

    

Equity

Balance, December 31, 2023

 

68,691,925

$

686,919

$

8,110,008

$

3,986,618

$

99,169,737

$

7,311,786

$

(3,072,696)

$

116,192,372

Profit (loss) for the year

 

 

(7,606,889)

 

 

(1,476,806)

 

(9,083,695)

Discontinuation of the equity method for an investment

Capital contribution from non-controlling interests of new consolidated subsidiaries

Dividend

Translation of foreign operations

(818,417)

23,800

(794,617)

Balance, June 30, 2024

 

68,691,925

686,919

8,110,008

3,986,618

91,562,848

6,493,369

(4,525,702)

106,314,060

    

    

    

    

    

Accumulated

    

    

Total

 

Common Stock

 

Additional

 

 

Retained

 

Other

 

 

Stockholders’

Number of

 

 Paid-in

Statutory

 

Earnings

 

Comprehensive

Non-controlling

 

(Deficit)

    

shares issued

    

Amount

    

Capital

    

Reserve

    

(Deficits)

    

Income

    

Interests

    

Equity

Balance, March 31, 2024

 

68,691,925

$

686,919

$

8,110,008

$

3,986,618

$

95,162,757

$

6,981,860

$

(3,859,502)

$

111,068,760

Profit (loss) for the year

 

 

(3,599,909)

 

 

(685,097)

 

(4,285,006)

Translation of foreign operations

(488,591)

18,897

(69,694)

Discontinuation of the equity method for an investment

Dividend

Capital contribution to a new consolidated subsidiary

Balance, June 30, 2024

 

68,691,925

686,919

8,110,008

3,986,618

91,562,848

6,493,369

(4,525,702)

106,314,060

See accompanying notes to consolidated financial statements.

6

SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in U.S. Dollars)

    

Six Months Ended June 30,

    

2024

    

2023

Cash flows from operating activities

Net income (loss)

$

(9,083,695)

$

(1,686,603)

Adjustments to reconcile net income (loss) to net cash used in operating activities

Depreciation and amortization

 

1,004,617

1,179,643

Loss (Gain) on disposal of property, plant and equipment

 

 

32,902

Changes in assets and liabilities

Accounts receivable

 

359,628

18,513

Real estate property under development

 

4,705,607

(1,681,300)

Customer Deposits

 

1,933,871

(754,602)

Amount due from unconsolidated affiliates

 

1,126,462

1,751,782

Other receivables and deposits

 

507,062

(3,030,354)

Net cash from directors

(7,113)

43,182

Accounts payable

 

(4,107,021)

4,968,945

Dividends

(10,329,001)

Other payables and accrued expenses

 

286,445

(102,177)

Other taxes payable

 

(20,705)

(13,160)

Income taxes payable

 

(842,633)

(949,342)

Net cash provided by (used in) operating activities

 

(4,137,475)

(10,551,572)

Cash flows from investing activities

Purchases of property and equipment

 

(17,625)

 

(4,164)

Net Cash from Transactional financial assets

 

8,953,952

 

293,145

Net cash provided by (used in) investing activities

 

8,936,327

 

288,981

Cash flows from financing activities

Restricted cash

 

 

Net cash provided (used in) financing activities

 

 

Effect of exchange rate changes on cash and, cash equivalents and restricted cash

 

(263,678)

(2,659,654)

Net increase in cash, and cash equivalents and restricted cash

 

4,535,174

(12,922,245)

Cash, and cash equivalents and restricted cash at beginning of period

 

23,177,131

77,070,510

Cash, and cash equivalents and restricted cash at end of period

$

27,712,305

$

64,148,265

Supplemental disclosure of cash flow information

Income taxes paid

$

1,018,054

$

1,361,466

Interest paid

 

See accompanying notes to consolidated financial statements.

7

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Sunrise Real Estate Group, Inc. “SRRE” was incorporated in Texas on October 10, 1996 under the name of Parallax Entertainment, Inc. SRRE together with its subsidiaries and equity investment described below is collectively referred to as “the Company”, “we”, “our” or “us”. The Company is primarily engaged in the provision of property brokerage services, which include property marketing, leasing and management services; and real estate development in the People’s Republic of China (the “PRC”).

As of June 30, 2024, the Company has the following major subsidiaries and equity investment.

% of Ownership

Relationship

 

Date of

Place of

 

held by the

 

with the

Company Name

    

Incorporation

    

Incorporation

    

Company

    

Company

    

Principal Activity

Sunrise Real Estate Development Group, Inc. (CY-SRRE)

 

April 30, 2004

 

Cayman Islands

 

100%

 

Subsidiary

 

Investment holding

Lin Ray Yang Enterprise Limited (“LRY”)

 

November 13, 2003

 

British Virgin Islands

 

100%

 

Subsidiary

 

Investment holding

Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”)

 

August 20, 2001

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Shanghai Shang Yang Investment Management and consultation Company Limited (“SHSY”)

 

February 5, 2004

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”)

 

November 24, 2006

 

PRC

 

75.25%1

 

Subsidiary

 

Property brokerage and management services

Suzhou Xi Ji Yang Real Estate Consultation Company Limited (“SZXJY”)

 

June 25, 2004

 

PRC

 

75%

 

Subsidiary

 

Property brokerage services

Linyi Shangyang Real Estate Development Company Limited (“LYSY”)

 

October 13, 2011

 

PRC

 

34%2

 

Subsidiary

 

Real estate development

Sanya Shang Yang Real Estate Consultation Company Limited (“SYSY”)

 

September 18, 2008

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Shanghai Rui Jian Design Company Limited (“SHRJ”)

 

August 15, 2011

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Linyi Rui Lin Construction and Design Company Limited (“LYRL”)

 

March 6, 2012

 

PRC

 

100%

 

Subsidiary

 

Investment holding

Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”)

 

December 28, 2009

 

PRC

 

49%

 

Equity investment

 

Real estate development

Shanghai Xin Xing Yang Real Estate Brokerage Company Limited (“SHXXY”)

 

September 28, 2011

 

PRC

 

20%

 

Equity investment

 

Property brokerage services

Shanghai Da Er Wei Trading Company Limited (“SHDEW”)

 

June 6, 2013

 

PRC

 

19.91%3

 

Equity investment

 

Import and export trading

Shanghai Hui Tian (“SHHT”)

 

July 25, 2014

 

PRC

 

100%

 

Subsidiary

 

Investment holding

Shanghai Shangyang Tianxi (“SHTX”)

July 25, 2014

PRC

19.91%

Subsidiary

Investment holding

Huaian Zhanbao Industrial Co., Ltd. (“HAZB”)

December 6, 2018

PRC

78.46%4

Subsidiary

Investment holding

Huaian Tianxi Real Estate Development Co., Ltd (“HATX”)

October, 2018

PRC

78.46%4

Subsidiary

Investment holding

Shanghai Taobuting Media Co., Ltd. (“TBT”)

July 1, 2020

PRC

7.5%

Subsidiary

Streaming platform

Shangyang International PTE. LTD. (“SYIP”)

August 19,2022

SINGAPORE

100%

Subsidiary

Investment holding

Shanghai Da Er Wei Industry Co., Ltd.(“DEWSY”)

Oct. 20, 2020

 

PRC

 

19.58%

Subsidiary

 

Investment holding

1.After an equity transaction in February 2015, the Company held equity in subsidiaries of SZSY as follows: SZXJY 49%, SHXJY 26% and Sunrise Real Estate Development Group, Inc. (CY-SRRE) 12.5%, totaling 75.25% equity interest in SZSY.
2.The Company and a shareholder of LYSY, who holds 46% equity interest in LYSY, entered into a voting agreement that the Company is entitled to exercise the voting rights in respect of her 46% equity interest in LYSY. The Company effectively holds 80% voting rights in LYSY and therefore considers LYSY as a subsidiary of the Company. On May 27, 2020, LYRL received 10% of the issued and outstanding shares of LYSY from Nanjing Longchang Real Estate Development Group. LYRL owned 34% of LYSY following the purchase.
3.On January 28, 2013, CY-SRRE, SZXJY and an unrelated party established a subsidiary in the PRC, SHXJYB, with CY-SRRE holding 15% equity interest and SZXJY holding 60% equity interest in SHXYJB.
4.In December 2019, SHDEW had an employee stock bonus where its employees received their issued shares. This resulted in the dilution of our ownership of SHDEW from 20.38% to 19.91%.

The accompanying condensed consolidated balance sheet as of December 31, 2023, which has been derived from the audited consolidated financial statements and the accompanying unaudited condensed consolidated financial statements, has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations and the Company believes that the disclosures made are adequate to make the information not misleading.

8

In the opinion of management, these condensed consolidated financial statements reflect all adjustments which are of a normal recurring nature and which are necessary to present fairly the financial position of Sunrise Real Estate as of June 30, 2024 and the results of operations for the six months ended June 30, 2024 and 2023, and the cash flows for the six months ended June 30, 2024 and 2023. These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023. The results of operations for the six months ended June 30, 2024 are not necessarily indicative of the results which may be expected for the entire fiscal year.

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Principles of Consolidation

The condensed consolidated financial statements include the financial statements of Sunrise Real Estate Group, Inc. and its subsidiaries. All significant inter-company accounts and transactions have been eliminated on consolidation.

Investments in business entities, in which the Company does not have control but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method.

Foreign Currency Translation and Transactions

The functional currency of SRRE, CY-SRRE and LRY is U.S. dollars (“$”) and their financial records and the financial statements are maintained and prepared in U.S. dollars. The functional currency of the Company’s subsidiaries and affiliate in China is Renminbi (“RMB”) and their financial records and statements are maintained and prepared in RMB.

Foreign currency transactions during the period are translated into each company’s denominated currency at the exchange rates ruling at the transaction dates. Gains and losses resulting from foreign currency transactions are included in the consolidated statement of operations. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into each company’s denominated currency at period-end exchange rates. All exchange differences are dealt with in the consolidated statements of operations.

The financial statements of the Company’s operations based outside of the United States have been translated into U.S. dollars in accordance with ASC830. Management has determined that the functional currency for each of the Company’s foreign operations is its applicable local currency. When translating functional currency financial statements into U.S. dollars, period-end exchange rates are applied to the condensed consolidated balance sheets, while average exchange rates as to revenues and expenses are applied to consolidated statements of operations. The effect of foreign currency translation adjustments is included as a component of accumulated other comprehensive income in shareholders’ equity.

The exchange rates as of June 30, 2024 and December 31, 2023 are $1: RMB7.1268 and $1: RMB7.095, respectively.

The RMB is not freely convertible into foreign currency and all foreign exchange transaction must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rate used in translation.

Real Estate Property under Development

Real estate property under development, which consists of residential unit sites and commercial and residential unit sites under development, is stated at the lower of carrying amounts or fair value less selling costs.

Expenditures for land development, including cost of land use rights, deed tax, pre-development costs and engineering costs, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value of units to the estimated total sales value times the total project costs.

9

Costs of amenities transferred to buyers are allocated as common costs of the project that are allocated to specific units as a component of total construction costs. For amenities retained by the Company, costs in excess of the related fair value of the amenity are also treated as common costs. Results of operations of amenities retained by the Company are included in current operating results.

In accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), real estate property under development is subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets.

In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 square meters for the purpose of developing villa-style residential housing. The LYSY project has divided into three phases. Phase 1 has completed construction of 121 units in May 2015 and sold 119 units out of all 121 units at the end of August 12, 2024. Phase 2 was divided into north and south area and completed construction of 84 units at the end of 2020. All units have been sold during phase 2 by the end of August 12, 2024. Phase 3 began construction in first quarter of 2021 and pre-sold 30 units out of 51 units at the end of August 12, 2024. In September 2020, the Company expanded the Linyi project by purchasing additional 54,312 square meters in the amount of 228 million RMB for future development.

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters (“sqm”). In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of August 12, 2024, the Company sold 664 units, respectively, out of 679 units of the first phase and sold 503 units out of 873 of the second phase.

Long Term Investments

The Company accounts for long term investments in equities as follows:

Investment in Unconsolidated Affiliates

Affiliates are entities over which the Company has significant influence, but which it does not control. The Company generally considers an ownership interest of 20% or higher to represent significant influence. Investments in unconsolidated affiliates are accounted for by the equity method of accounting. Under this method, the Company’s share of the post-acquisition profits or losses of affiliates is recognized in the income statement and its shares of post-acquisition movements in other comprehensive income are recognized in other comprehensive income. Unrealized gains on transactions between the Company and its affiliates are eliminated to the extent of the Company’s interest in the affiliates; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

When the Company’s share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company did not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.

The Company is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. An impairment loss is recorded when there has been a loss in the value of the investment that is not temporary. The Company did not record any impairment losses in any of the periods reported.

Other Investments

Where the Company has no significant influence, the investment is classified as other assets in the balance sheet and is carried under the measurement alternative which is measured at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. Investment income is recognized by the Company when the investee declares a dividend and the Company believes it is collectible. The Company periodically evaluates the carrying value of its investment under the measurement alternative method in the case of the investment in SHDEW and any decline in value is included in impairment of cost of the investment.

10

Revenue Recognition

Most of the Company’s revenue is derived from real estate sales in the PRC. The majority of the Company’s contracts contain a single performance obligation involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset.

All revenues represent gross revenues less sales and business tax.

ASC 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASC 606 also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, ASC 606 requires extensive disclosures.

The Company adopted ASC 606 on January 1, 2018 using the modified retrospective approach with no restatement of comparative periods and no cumulative-effect adjustment to retained earnings recognized as of the date of adoption. A significant portion of the Company’s revenue is derived from development and sales of condominium real estate property in the PRC, with revenue previously recognized using the percentage of completion method. Under the new standard, to recognize revenue over time similar to the percentage of completion method, contractual provisions need to provide the Company with an enforceable right to payment and the Company has no alternative use of the asset. Historically, all contracts executed contained an enforceable right to home purchase payments and the Company had no alternative use of assets, therefore, the adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.

Net Earnings (Loss) per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). Under the provisions of ASC 260, basic net earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net earnings (loss) per share recognizes common stock equivalents, however; potential common stock in the diluted EPS computation is excluded in net loss periods, as their effect is anti-dilutive.

Recently Adopted Accounting Standards

In January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which requires disclosure of gross write-offs of finance receivables by year of origination. The adoption of this standard did not have a material impact on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. We are currently assessing the impact this standard will have on our disclosures.

New Accounting Pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss new accounting pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

11

NOTE 3 – RESTRICTED CASH

The Company is required to maintain certain deposits with the bank for those home buyers that has applied for a housing loan from their bank. This deposit is a percentage to each home buyer’s bank loan for the purpose of purchasing in our project. Once we complete the handover to the buyer, these deposits become unrestricted. As of June 30, 2024, and December 31, 2023, the Company held cash deposits of $2,210,499 and $2,723,667, respectively.

NOTE 4 – TRANSACTIONAL FINANCIAL ASSETS

As of June 30, 2024, we have $17,416,588 invested in bank wealth management investment products. The investments are short termed with maturity periods and can be rolled into a maturity date of our choosing or automatically rolled into subsequent maturity period. The annualized rate of return may range from 2.08% to 3.30% depending on the amount and time period invested.

NOTE 5 – REAL ESTATE PROPERTY UNDER DEVELOPMENT

Real estate property under development represents the Company’s real estate development project in Linyi, the PRC (“Linyi Project”), which is located on the junction of Xiamen Road and Hong Kong Road in Linyi City Economic Development Zone, Shandong Province, PRC. This project covers a site area of approximately 103,385 square meters for the development of villa-style residential housing buildings. The Company acquired the site and commenced construction of this project during the fiscal year of 2012. We sold 119 of 121 Phase 1 villas and sold all 84 units in Phase 2 as of August 12, 2024. As to Phase 3, we pre-sold 30 units out of 51 units as of August 12, 2024.

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters. In December 2018 we established HAZB with a 78.46% ownership for the purpose of real estate investment and in March 2019, HAZB purchased 100% of HATX and tis land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”)of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of August 12, 2024, the Company sold 664 units, respectively, out of 679 units of the first phase and sold 503 out of 873 of the second phase.

As of June 30, 2024, land use rights included in real estate property under development totaled $83,502,785.

NOTE 6 – OTHER RECEIVABLES AND DEPOSITS, NET

    

June 30, 

    

December 31, 

2024

2023

Advances to staff

$

103,635

 

20,042

Rental deposits

 

709,619

 

719,354

Prepaid expense

 

49,143

 

48,462

Prepaid tax

 

5,699,792

 

6,242,218

Other receivables

 

2,196,622

 

2,283,757

$

8,758,811

$

9,321,913

Other receivables and deposits as of June 30, 2024 and December 31, 2023 were stated net of allowance for doubtful accounts of $1,959,728 and $1,265,984, respectively.

12

NOTE 7 – PROPERTY AND EQUIPMENT, NET

    

June 30, 

    

December 31, 

2024

2023

Furniture and fixtures

$

241,486

$

260,488

Computer and office equipment

 

205,235

 

189,592

Motor vehicles

 

599,102

 

609,004

Properties

 

2,122,898

 

2,136,116

 

3,168,722

 

3,195,199

Less: Accumulated depreciation

 

(2,539,678)

 

(2,467,105)

$

629,044

$

728,094

Depreciation and amortization expense for property and equipment amounted to $1,004,617 and $1,179,643 for the six months ended June 30, 2024 and 2023, respectively.

NOTE 8 – INVESTMENT PROPERTIES, NET

    

June 30, 

    

December 31, 

2024

2023

Investment properties

$

40,869,312

$

41,123,783

Less: Accumulated depreciation

 

(13,027,245)

 

(12,213,208)

$

27,842,067

$

28,910,575

Depreciation and amortization expense for investment properties amounted to $892,505 and $1,061,518 for the six months ended June 30, 2024 and 2023, respectively.

NOTE 9 – INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE

The investments in unconsolidated affiliates primarily consist of SHDEW (19.91)%, DEWSY (19.58%) and SHTX (19.9)%. As of June 30, 2024, the investment amount in SHDEW was $12,432,794, DEWSY was $549,470 and SHTX was $28,063.

SHDEW was established in June 2013 as a skincare and cosmetic company. SHDEW is developing its own skincare products. SHDEW sells products under its own brands as well as the products of third parties. The products include skincare, cosmetics, personal care products such as soaps, shampoos, skin care devices and children’s apparel. SHDEW is improving its own online shopping platform where consumers can purchase its cosmetics and skincare products as well as products imported into China. The online shopping platform has been in operation since 2017.

NOTE 10 – OTHER INVESTMENTS, NET

According to ASU 2016-01, where the Company has no significant influence, the investment is classified as other investments in the balance sheet and is carried under the measurement alternative method. The measurement alternative measures the equity investment at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of June 30, 2024 and December 31, 2023, the carrying amount of the Company’s measurement alternative investments was $637,838 and $641,810, respectively.

The Company performs impairment assessment of its investments under the measurement alternative whenever events or changes in circumstances indicate that the carrying value of the investment may not be fully recoverable. Impairment charges in connection with the measurement alternative investments of nil were recorded in others, net in the Consolidated Statements of Operations and Comprehensive Income/(Loss) for the years ended June 30, 2024 and 2023, respectively.

13

NOTE 11 – PROMISSORY NOTES PAYABLE

The promissory notes payable consists of the following unsecured notes to unrelated parties. Included in the balances are promissory notes with outstanding principal and unpaid interest of an aggregate of $1,403,154 and $1,411,891 as of June 30, 2024 and December 31, 2023, respectively.

The promissory note with a principal as of June 30, 2024 amounting to $701,577 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment. As of June 30, 2024, and December 31, 2023, the outstanding principal and unpaid interest related to this promissory note amounted to $701,577 and $705,946, respectively.

The promissory note with a principal as of June 30, 2024 amounting to $701,577 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment. As of June 30, 2024, and December 31, 2023, the outstanding principal and unpaid interest related to this promissory note amounted to $701,577 and $705,946, respectively.

For the six months ended June 30, 2024, the interest expense related to these promissory notes was $NIL.

NOTE 12 – AMOUNTS DUE TO DIRECTORS

    

June 30, 

    

December 31, 

2024

2023

Lin Chi-Jung

$

448,845

$

451,640

Lin Hsin-Hung

 

13,247

 

20,464

$

462,092

$

472,104

(a)The balances due to Lin Chi-Jung consist of temporary advances.

The balances are unsecured, interest-free and have no fixed term of repayment.

(b)The balances due to Lin Hsin-Hung are unsecured, interest-free and have no fixed term of repayment.

NOTE 13 – OTHER PAYABLES AND ACCRUED EXPENSES

    

June 30, 

    

December 31, 

2024

2023

Accrued staff commission and bonus

$

43,108

$

44,572

Rental deposits received

 

371,977

 

188,355

Bid bond

 

96,404

 

78,763

Dividends payable to non-controlling interest

 

178,801

 

189,977

Other payables

 

6,902,083

 

6,850,685

$

7,592,373

$

7,352,352

NOTE 14 – ACCOUNT PAYABLE

As of June 30, 2024, and December 31, 2023, the balances of accounts payable were $20,637,485 and $24,885,181 respectively. The balance of accounts payable as of June 30, 2024 included unpaid development fee of Linyi project of $2,996,876 and HATX project of $16,575,353. The remaining balance was due to agents of the operating business.

NOTE 15 – AMOUNT DUE TO AFFILIATES

As of June 30, 2024, the amount due to Shanghai Shengji (“SHSJ”), a shareholder of HATX, was $32,495,906 and JXSY was $496,667, was an intercompany transfer for day-to-day operations.

14

NOTE 16 – CUSTOMER DEPOSITS

Customer deposits consisted of the sales from real estate development project (the Linyi project and the HATX project) which cannot be recognized as revenue at the accounting period and deposits received for rental.

The Linyi project started pre-sales in November 2013 and in 2019, the Project recognized its revenue along with customer deposit; as of June 30, 2024, the pre-sales amounted to $10,883,192. The HATX project started pre-sales in December 2019; as of June 30, 2024 the pre-sales amounted to $14,188,620.

NOTE 17 – INCOME TAX PAYABLE

The 2017 Tax Act was enacted on December 22, 2017. Due to the complexities involved in the accounting for the 2017 Tax Act, the SEC issued SAB 118, which provides guidance on the application of US GAAP for income taxes in the period of enactment. SAB 118 requires companies to include in their financial statements a reasonable estimate of the impact of the 2017 Tax Act, to the extent such an estimate has been determined. As a result, our financial results reflect the income tax effects of the 2017 Tax Act for which the accounting is complete, as well as provisional amounts for those impacts for which the accounting is incomplete but a reasonable estimate could be determined.

NOTE 18 – COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

The Company leases certain of its office properties under non-cancellable operating lease arrangements. Payments under operating leases are expensed on a straight-line basis over the periods of their respective terms, and the terms of the leases do not contain rent escalation, or contingent rent, renewal, or purchase options. There are no restrictions placed upon the Company by entering into these leases. Rental expenses under operating leases for the six months ended June 30, 2024 and 2023 were $29,352 and $57,414, respectively.

As of June 30, 2024, the Company had the following operating lease obligations.

    

Amount

Within one year

$

23,434

Two to five years

 

$

23,434

NOTE 19 – STATUTORY RESERVE

According to the relevant corporation laws in the PRC, a PRC company is required to transfer at least 10% of its profit after taxes, as determined under accounting principles generally accepted in the PRC, to the statutory reserve until the balance reaches 50% of its registered capital. The statutory reserve can be used to make good on losses or to increase the capital of the relevant company.

According to the Law of the PRC on Enterprises with Wholly-Owned Foreign Investment, the Company PRC’s subsidiaries are required to make appropriations from after-tax profits as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) to non-distributable reserves. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion reserve and (iii) a staff bonus and welfare fund. A wholly-owned PRC subsidiary is not required to make appropriations to the enterprise expansion reserve but annual appropriations to the general reserve are required to be made at 10% of the profit after tax as determined under PRC GAAP at each year-end, until such fund has reached 50% of its respective registered capital. The staff welfare and bonus reserve are determined by the board of directors. The general reserve is used to offset future losses. The subsidiary may, upon a resolution passed by the stockholders, convert the general reserve into capital. The staff welfare and bonus reserve are used for the collective welfare of the employees of the subsidiary. The enterprise expansion reserve is for the expansion of the subsidiary operations and can be converted to capital subject to approval by the relevant authorities. These reserves represent appropriations of the retained earnings determined in accordance with Chinese law.

15

In addition to the general reserve, the Company’s PRC subsidiaries are required to obtain approval from the local PRC government prior to distributing any registered share capital. Accordingly, both the appropriations to general reserve and the registered share capital of the Company’s PRC subsidiary are considered as restricted net assets and are not distributable as cash dividends. As of June 30, 2024, and December 31, 2023, the Company’s statutory reserve fund was $3,986,618 and $3,986,618, respectively.

NOTE 20 - SEGMENT INFORMATION

The Company’s Chief Executive Officer and Chief Financial Officer have been identified as the chief operating decision makers. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability and cash flows of each respective segment.

The Company evaluates performance based on several factors, including net revenue, cost of revenue, operating expenses, and income from operations. The following tables show the operations of the Company’s operating segments:

Three Months Ended June 30, 2024

Property

    

Brokerage

    

Real Estate

    

Investment

    

    

Services

    

Development

    

Transaction

    

Others

    

Total

Net revenues

    

$

91,122

$

4,357,288

$

$

$

4,448,410

Cost of revenues

 

(195,371)

(3,564,010)

(3,759,381)

Gross profit

 

(104,249)

793,278

689,029

Operating expenses

 

(83,789)

(269,835)

(353,624)

General and administrative expenses

 

(229,379)

(449,401)

(5,834)

(684,614)

Operating loss

 

(417,417)

74,042

(5,834)

(349,209)

Other income (expenses)

 

Interest income

 

58,964

6,721

1,516

67,201

Interest expense

 

(562,698)

(562,698)

Other income, Net

 

(197,345)

6,100

(3,079,985)

(3,271,230)

Total other (expenses) income

 

(138,381)

(549,877)

(3,079,985)

1,516

(3,766,727)

Income (loss) before income taxes

 

(555,799)

(475,835)

(3,079,985)

(4,318)

(4,115,936)

Income tax

 

(169,070)

(169,070)

Net Income(loss)

$

(555,799)

$

(644,905)

$

(3,079,985)

$

(4,318)

$

(4,285,006)

16

Six Months Ended June 30, 2024

    

Property

    

    

    

    

Brokerage

Real Estate

Investment

Services

    

Development

    

Transaction

    

Others

    

Total

Net revenues

$

129,105

$

6,219,019

$

$

$

6,348,124

Cost of revenues

 

(325,575)

(5,340,652)

(5,666,227)

Gross profit

 

(196,469)

878,366

681,897

Operating expenses

 

(185,773)

(485,706)

(671,479)

General and administrative expenses

 

(437,009)

(564,545)

(373,877)

(1,375,431)

Operating loss

 

(819,251)

(171,885)

(373,877)

(1,365,013)

Other income (expenses)

 

Interest income

 

26,262

15,748

79,888

121,898

Interest expense

 

(1,126,174)

(1,126,174)

Other income, Net

 

3,361

31,078

(6,579,629)

(6,545,190)

Total other (expenses) income

 

26,262

(1,107,065)

31,078

(6,499,741)

(7,549,466)

Income (loss) before income taxes

 

(792,989)

(1,278,950)

31,078

(6,873,618)

(8,914,479)

Income tax

 

(169,216)

(13,900)

(169,216)

Net Income(loss)

$

(792,989)

$

(1,448,166)

$

31,078

$

(6,887,518)

$

(9,083,695)

Three Months Ended June 30, 2023

Property

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

Net revenues

    

$

    

$

7,042,904

    

$

    

$

    

$

7,042,904

Cost of revenues

 

 

(5,956,385)

 

 

 

(5,956,385)

Gross profit

 

 

1,086,519

 

 

 

1,086,519

Operating expenses

 

 

(493,861)

 

 

 

(490,120)

General and administrative expenses

 

 

(722,900)

 

 

(5,834)

 

(728,734)

Operating loss

 

 

(130,242)

 

 

(5,834)

 

(132,335)

Other income (expenses)

 

 

 

 

 

Interest income

 

76,081

 

170,819

 

 

1,516

 

248,416

Interest expense

 

(569,810)

 

(212,568)

 

 

 

(782,378)

Other income, Net

 

(188,615)

 

(2,630)

 

1,309,182

 

 

1,117,937

Total other (expenses) income

 

(682,344)

 

(44,379)

 

1,309,182

 

1,516

 

583,975

Income (loss) before income taxes

 

(682,344)

 

(174,621)

 

1,309,182

 

(4,318)

 

451,640

Income tax

 

(250,864)

 

 

 

 

(250,864)

Net Income(loss)

$

(933,208)

$

(174,621)

$

1,309,182

$

(4,318)

$

200,776

17

Six Months Ended June 30, 2023

    

Property

    

    

  

    

  

    

  

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

Net revenues

$

202,009

$

12,574,657

$

$

$

12,776,666

Cost of revenues

 

(447,680)

 

(10,689,255)

 

 

 

(11,136,935)

Gross profit

 

(245,671)

 

1,885,402

 

 

 

1,639,731

Operating expenses

 

(86,428)

 

(854,171)

 

 

 

(940,599)

General and administrative expenses

 

(575,633)

 

(598,159)

 

 

(366,800)

 

(1,540,592)

Operating loss

 

(907,732)

 

433,072

 

 

(366,800)

 

(841,460)

Other income (expenses)

 

 

 

 

 

Interest income

 

16,853

 

300,334

 

 

178,234

 

495,420

Interest expense

 

 

(212,568)

 

 

(1,151,477)

 

(1,364,044)

Other income, Net

 

362,241

 

(2,913)

 

25,468

 

 

384,796

Total other (expenses) income

 

379,094

 

84,853

 

25,468

 

(973,243)

 

(483,828)

Income (loss) before income taxes

 

(528,638)

 

517,925

 

25,468

 

(1,340,043)

 

(1,325,288)

Income tax

 

(361,315)

 

 

 

 

(361,315)

Net Income (loss)

$

(889,953)

$

517,925

$

25,468

$

(1,340,043)

$

(1,686,603)

Property

Brokerage

Real Estate

Investment

    

Services

    

Development

    

Transaction

    

Others

    

Total

As of June 30, 2024

 

  

 

  

 

  

 

  

 

  

Real estate property under development

$

$

83,502,785

$

$

$

83,502,785

Total assets

 

12,282,871

113,291,506

31,064,753

39,164,342

195,803,472

As of June 30, 2023

 

Real estate property under development

117,569,883

117,569,883

Total assets

$

14,376,766

$

145,225,314

$

23,201,682

$

74,418,625

$

257,222,387

NOTE 21 – RELATED PARTY TRANSACTIONS

None.

NOTE 22 - SUBSEQUENT EVENT

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred from July 1, 2024, up through the date the Company issued the interim financial statements and identified no reportable events.

18

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-Q

In addition to historical information, this Form 10-Q contains forward-looking statements. Forward-looking statements are based on our current beliefs and expectations, information currently available to us, estimates and projections about our industry, and certain assumptions made by our management. These statements are not historical facts. We use words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, and similar expressions to identify our forward-looking statements, which include, among other things, our anticipated revenue and cost of our agency and investment business.

Because we are unable to control or predict many of the factors that will determine our future performance and financial results, including future economic, competitive, and market conditions, our forward-looking statements are not guarantees of future performance. They are subject to risks, uncertainties, and errors in assumptions that could cause our actual results to differ materially from those reflected in our forward-looking statements. We believe that the assumptions underlying our forward-looking statements are reasonable. However, the investor should not place undue reliance on these forward-looking statements. They only reflect our view and expectations as of the date of this Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statement in light of new information, future events, or other occurrences.

There are several risks and uncertainties, including those relating to our ability to raise money and grow our business and potential difficulties in integrating new acquisitions with our current operations, especially as they pertain to foreign markets and market conditions. These risks and uncertainties can materially affect the results predicted. The Company’s future operating results over both the short and long term will be subject to annual and quarterly fluctuations due to several factors, some of which are outside our control. These factors include but are not limited to fluctuating market demand for our services, and general economic conditions.

The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand Sunrise Real Estate Group, Inc. (“SRRE”). MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes.

OVERVIEW

In October 2004, the former shareholders of Sunrise Real Estate Development Group, Inc. (Cayman Islands) (“CY-SRRE”) and LIN RAY YANG Enterprise Ltd. (“LRY”) acquired a majority of our voting interests in a share exchange. Before the completion of the share exchange, SRRE had no continuing operations, and its historical results would not be meaningful if combined with the historical results of CY-SRRE, LRY and their subsidiaries.

As a result of the acquisition, the former owners of CY-SRRE and LRY hold a majority interest in the combined entity. Generally accepted accounting principles require in certain circumstances that a company whose shareholders retain the majority voting interest in the combined business be treated as the acquirer for financial reporting purposes. Accordingly, the acquisition has been accounted for as a “reverse acquisition” arrangement whereby CY-SRRE and LRY are deemed to have purchased SRRE. However, SRRE remains the legal entity and the Registrant for Securities and Exchange Commission reporting purposes. The historical financial statements prior to October 5, 2004 are those of CY-SRRE and LRY and their subsidiaries. All equity information and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of CY-SRRE and LRY.

SRRE and its subsidiaries, namely, CY-SRRE, LRY, Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”), Shanghai Shang Yang Real Estate Consultation Company, Ltd. (“SHSY”), Suzhou Gao Feng Hui Property Management Company, Ltd, (“SZGFH”), Suzhou Shang Yang Real Estate Consultation Company (“SZSY”), Suzhou Xin Ji Yang Real Estate Consultation Company, Ltd. (“SZXJY”), Linyi Shang Yang Real Estate Development Company Ltd (“LYSH”), Shangqiu Shang Yang Real Estate Consultation Company, Ltd., (“SQSY”), Wuhan Gao Feng Hui Consultation Company Ltd.(WHGFH), Sanya Shang Yang Real Estate Consultation Company, Ltd. (“SYSH”), Shanghai Rui Jian Design Company, Ltd., (“SHRJ”), and Wuhan Yuan Yu Long Real Estate Development Company, Ltd. (“WHYYL”) are sometimes hereinafter collectively referred to as “the Company”, “we”, “our” or “us”.

The principal activities of the Company are real estate development and sales, real estate investments, property leasing services and property management services in the PRC.

19

RECENT DEVELOPMENTS

Our major business is real estate agency sales, real estate marketing services, real estate investments, property leasing services, property management services, and real estate development in the PRC. Additionally, we expand our business to the field of financial activities such as entity investment, fund management, financial services and so on.

Since we started our agency sales operations in 2001, we have established a reputation as a sales and marketing agency for new projects. With our accumulated expertise and experience, we intend to take a more aggressive role by participating in property investments. We plan to select property developers with outstanding qualifications as our strategic partners, and continue to build strength in design, planning, positioning and marketing services.

In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 square meters for the purpose of developing villa-style residential housing. The LYSY project has divided into three phases. Phase 1 has completed construction of 121 units in May 2015 and sold 119 units out of all 121 units at the end of August 12, 2024. Phase 2 was divided into north and south areas and completed construction of 84 units by the end of 2020. All 84 units have been sold during phase 2 by the end of August 12, 2024. Phase 3 began construction in the first quarter of 2021and sold 30 units out of 51units as of August 12, 2024. In September 2020, the Company expanded the Linyi project by purchasing an additional 54,312 square meters in the amount of 228 million RMB for future development.

SHDEW was established in June 2013 with its business as a skincare and cosmetic company. SHDEW develops its own skincare products as well as improving its online ecommerce platform. SHDEW sells products under its own brands as well as the products from third parties. The products include skincare, cosmetics, personal care products such as soaps, shampoos, skin care devices and children’s apparel. SHDEW has an online shopping app, “庭秘密,” where consumers can purchase its cosmetics and skincare products as well as products imported into China.

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters. In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a GFA of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of August 12, 2024, the Company sold 664 units out of 679 units of the first phase and sold 503 out of 873 of the second phase.

RECENTLY ADOPTED ACCOUNTING STANDARDS

In January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which requires disclosure of gross write-offs of finance receivables by year of origination. The adoption of this standard did not have a material impact on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. We are currently assessing the impact this standard will have on our disclosures.

NEW ACCOUNTING PRONOUNCEMENTS

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss new accounting pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

20

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting period. The most significant estimates and assumptions include revenue recognition, and the useful lives and impairment of property and equipment, and investment properties, the valuation of real estate property under development, the recognition of government subsidies, and the provisions for income taxes. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this Form 10-Q reflect the more significant judgments and estimates used in preparation of our consolidated financial statements. We believe there have been no material changes to our critical accounting policies and estimates.

The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our condensed consolidated financial statements.

Revenue Recognition

Most of the Company’s revenue is derived from real estate sales in the PRC. The majority of the Company’s contracts contain a single performance obligation involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset.

All revenues represent gross revenues less sales and business tax.

ASC 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASC 606 also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, ASC 606 requires extensive disclosures.

The Company adopted ASC 606 on January 1, 2018 using the modified retrospective approach with no restatement of comparative periods and no cumulative-effect adjustment to retained earnings recognized as of the date of adoption. A significant portion of the Company’s revenue is derived from development and sales of condominium real estate property in the PRC, with revenue previously recognized using the percentage of completion method. Under the new standard, to recognize revenue over time similar to the percentage of completion method, contractual provisions need to provide the Company with an enforceable right to payment and the Company has no alternative use of the asset. Historically, all contracts executed contained an enforceable right to home purchase payments and the Company had no alternative use of assets, therefore, the adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.

Real Estate Property under Development

Real estate property under development, which consists of residential unit sites and commercial and residential unit sites under development, is stated at the lower of carrying amounts or fair value less selling costs.

21

Expenditures for land development, including cost of land use rights, deed tax, pre-development costs and engineering costs, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value of units to the estimated total sales value times the total project costs.

Costs of amenities transferred to buyers are allocated as common costs of the project that are allocated to specific units as a component of total construction costs. For amenities retained by the Company, costs in excess of the related fair value of the amenity are also treated as common costs. Results of operations of amenities retained by the Company are included in current operating results.

In accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), real estate property under development is subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets.

Income Taxes

The Company accounts for income taxes under ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Deferred tax assets or liabilities were off-set by a 100% valuation allowance; therefore there has been no recognized benefit as of June 30, 2024 and December 31, 2023.

RESULTS OF OPERATIONS

We provide the following discussion and analyses of our changes in financial condition and results of operations for the 3 months and 6 months periods ended June 30, 2024 with comparisons to the same periods ended June 30, 2023.

Revenue

The following table shows the net revenue detail by line of business:

Three Months Ended June 30,

    

Six Months Ended June 30,

    

2024

    

% to total

    

2023

    

% to total

    

% change

    

2024

    

% to total

    

2023

    

% to total

    

% change

Agency sales

Property management

457,480

10.3

132,174

1.9

246

644,897

10.2

485,878

3.8

32

House sales

3,990,929

89.7

6,910,729

98.1

(42)

5,703,226

89.8

12,290,788

96.2

(53)

Net revenues

4,448,409

100

7,042,903

100

(37)

6,348,123

100

12,776,666

100

(50)

The net revenue in the second quarter of 2024 was $4,448,409, which decreased 37% from $7,042,903 in the second quarter of 2023. The net revenue in the first two quarters of 2024 was $6,348,123, which represented a decrease of 50% from $12,776,666, in the first two quarter of 2023. In the second quarter of 2024, property management, and house sales represented10.3%, and 89.7% of our net revenues, respectively. For the first two quarters of 2024, property management, and house sales represented 10.2%, and 89.8% of our net revenues, respectively. The decrease in net revenue in the first two quarters of 2024 was mainly due to less recognized sales revenue from the Huaian project compared with the same period in 2023.

Property Management

Property management represented 10.2% of our revenue for the first two quarters of 2024 and revenue from property management increased by 32% compared with the same period in 2023.

22

House sales

For the first two quarters of 2024, the Company recognized revenue of house sales of the Huaian project. House sales represented 89.2% of our revenue for the first two quarters of 2024.

Cost of Revenue

The following table shows the cost of revenue detail by line of business:

Three Months Ended June 30,

Six Months Ended June 30,

    

2024

    

% to total

    

2023

    

% to total

    

% change

    

2024

    

% to total

    

2023

    

% to total

    

% change

Agency sales

Property management

453,396

12.1

351,395

5.9

29

913,640

16.1

773,154

6.9

18

House sales

3,305,985

87.9

5,604,991

94.1

(41)

4,752,586

83.9

10,363,781

93.1

(54)

Cost of revenues

3,759,381

100

5,956,386

100

(37)

5,666,226

100

11,136,935

100

(49)

The cost of revenues for the second quarter of 2024 was $3,759,381, which decreased 37% from $5,956,386 during the second quarter of 2023. The cost of revenues for the first two quarters of 2024 was $5,666,226, which decreased 49% from $11,136,935 during the first two quarters of 2023. For the second quarter of 2024, property management, and house sales represented 12.1%, and 87.9% of our cost of revenues, respectively. For the first two quarters of 2024, property management, and house sales represented 16.1%, and 83.9% of our cost of revenues, respectively. The decrease in the cost of revenue in the second quarter and first two quarters of 2024 was mainly because the cost of revenue recognized less house sales from the Huaian project.

Property management

The cost of revenue for property management for the first two quarters of 2024 was $913,640, an increase of 18% from $773,154 for the same period in 2023. This was mainly due to more business for the property management.

House sales

For the first two quarters of 2024, the Company recognized cost of revenue for house sales of the Huaian project. House sales represented 83.9% of our cost of revenue for the first two quarters of 2024.

Operating Expenses

The following table shows the operating expenses detail by line of business:

Three Months Ended June 30,

    

Six Months Ended June 30,

    

2024

    

% to total

    

2023

    

% to total

    

% change

    

2024

    

% to total

    

2023

    

% to total

    

% change

Agency sales

Property management

169,272

47.9

169,230

34.5

269,246

40.1

402,265

42.8

(33)

House sales

184,351

52.1

320,891

65.5

(43)

402,232

59.9

538,335

57.2

(25)

Operating expenses

353,623

100

490,121

100

(28)

671,479

100

940,600

100

(29)

23

The operating expenses for the second quarter of 2024 were $353,623, which decreased 28% from $490,121 for the same period in 2023. The total operating expenses for the first two quarters of 2024 were $671,479, which decreased 29% from $940,600 for the same period in 2023. In the second quarter of 2024, property management, and house sales represented  47.9%, and 52.1% of the total operating expenses, respectively. For the first two quarters of 2024, property management, and house sales represented 42.8%, 57.2% of the total operating expenses, respectively. The decrease in the overall operating expense resulted from the decrease in house sales for the second quarter and the first two quarters of 2024.

Property management

The operating expenses for property management for the first two quarters of 2024 were $269,246, a decrease of 33% from $402,265 in the same period in 2023. The decrease is mainly due to consulting expenses relating to the business in the period in 2024.

House sales

The operating expenses for house sales for the first two quarters of 2024 were $402,232, which decreased 25% from $538,335 for the same period in 2023.

General and Administrative Expenses

General and administrative expenses for the first two quarters of 2024 were $1,375,431, which decreased by 10.7% from $1,540,592 for same period in 2023.

Other income, net

Other income, net for the first two quarters of 2024 was the loss of $6,545,190, an increase of 1800% from the net income of $384,796 for the same period in 2023. The loss increased mainly due to the paper loss of our stock market investment.

Major Related Party Transaction

A related party is an entity that can control or significantly influence the management or operating policies of another entity to the extent one of the entities may be prevented from pursuing its own interests. A related party may also be any party the entity deals with that can exercise that control.

Amount due to directors

The total amount due to directors as of June 30, 2024 was $462,092. The amounts due are as follows:

Amount due to Lin Chi-Jung

The balances due to Lin Chi-Jung consist of temporary advances in the amount of $448,845 and are unsecured, interest-free and have no fixed term of repayment.

Amount due to Lin Hsin Hung

The amount of $13,247 represents the salary payable to Lin Hsin Hung.

Amount due to affiliate

The amounts due to SHSJ and JXSY, in the amounts of $32,495,906 and $496,667 were intercompany transfers for day to day operation.

24

LIQUIDITY AND CAPITAL RESOURCES

For the first two quarters of 2024, our principal sources of cash were revenues from our house sales collection and property management business, as well as the dividend receipt from the affiliates. Most of our cash resources were used to fund our property development investment and revenue related expenses, such as salaries and commissions paid to the sales force, daily administrative expenses and the maintenance of regional offices.

We ended the period with a cash position of $27,712,305.

The Company’s operating activities used cash in the amount of $4,137,475, which was primarily attributable to the real estate under development.

The Company’s investing activities provided cash resources of $8,936,327, which was primarily attributable to the net cash from transaction financial assets.

The potential cash needs for 2024 include the investment in transactional financial assets, the rental guarantee payments and promissory deposits for various property projects as well as our development of the Linyi project and the Huai’an project.

Capital Resources

Considering our cash position, available credit facilities and cash generated from operating activities, we believe that we have sufficient funds to operate our existing business for the next twelve months. If our business otherwise grows more rapidly than we currently predict, we plan to raise funds through the issuance of additional shares of our equity securities in one or more public or private offerings. We will also consider raising funds through credit facilities obtained with lending institutions. There can be no guarantee that we will be able to obtain such funds through the issuance of debt or equity or obtain funds that are with terms satisfactory to management and our board of directors.

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this item.

25

ITEM 4. CONTROLS AND PROCEDURES

A.Material weaknesses

As discussed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2023, we identified one material weakness in the design and operation of our internal controls. The material weakness is related to the Company’s accounting department personnel having limited knowledge and experience in U.S. GAAP. In response to the above identified material weakness and to continue strengthening the Company’s internal control over financial reporting, we are going to undertake the following remediation initiatives:

hiring additional personnel with sufficient knowledge and experience in U.S. GAAP; and
providing ongoing training course in U.S. GAAP to existing personnel, including our Chief Financial Officer and Financial Controller.

Since the first quarter of 2015, additional qualified accounting personnel have been hired and put into place to assist preparation of financial information, as required for interim and annual reporting, in accordance with generally accepted accounting principles in the U.S. As the newly implemented remediation activities have not operated for a sufficient period of time to demonstrate operating effectiveness, we will continue to monitor and assess our remediation activities to ensure that the aforementioned material weakness is remediated.

B.Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in the Company’s filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The Company’s management, with the participation of its principal executive and financial officers, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation and solely due to the unremediated material weakness described above, the Company’s principal executive and financial officers have concluded that such disclosure controls and procedures were ineffective for the purpose for which they were designed as of the end of such period. As a result of this conclusion, the financial statements for the period covered by this report were prepared with particular attention to the unremediated material weakness previously disclosed. Accordingly, management believes that the condensed consolidated financial statements included in this report fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows as of and for the periods presented, in accordance with generally accepted accounting principles, notwithstanding the unremediated weaknesses.

C.Changes in Internal Control over Financial Reporting

Since the first quarter of 2015, we put into place additional qualified accounting personnel to address the aforementioned material weakness. This action strengthened our internal controls over financial reporting.

Except for the above, there was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

26

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material developments in any legal proceedings since the disclosures contained in the Registrant’s Form 10-K for the year ended December 31, 2023.

ITEM 1A. RISK FACTORS

Not applicable.

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

None.

27

ITEM 6. EXHIBITS

Exhibit 
Number

    

Description

 

 

 

31.1*

 

Section 302 Certification by the Corporation’s Chief Executive Officer.

 

 

 

31.2*

 

Section 302 Certification by the Corporation’s Chief Financial Officer.

 

 

 

32.1*

 

Section 1350 Certification by the Corporation’s Chief Executive Officer and Corporation’s Chief Financial Officer.

 

 

 

101

 

XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith

28

SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SUNRISE REAL ESTATE GROUP, INC.

Date: September 3, 2024

By: /s/ Zhang, Jian

 

Zhang, Jian, Chief Executive Officer, Principal Executive Officer

 

 

Date: September 3, 2024

 

By: /s/ Mi, Yong Jun

 

Mi, Yong Jun, Chief Financial Officer, Principal Financial Officer

 

29

EXHIBIT 31.1

Rules 13a−15(e) and 15d−15(e) and Rules 13a−15(f) Certification of Chief Executive Officer

I, Zhang, Jian, certify that:

1. I have reviewed this Quarterly Report for the six months ended June 30, 2024 on Form 10−Q of SUNRISE REAL ESTATE GROUP, INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a−15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date:

September 3, 2024

By:

/s/ Zhang, Jian

 

Zhang, Jian, Chief Executive Officer

 


EXHIBIT 31.2

Rules 13a−15(e) and 15d−15(e) and Rules 13a−15(f) Certification of Chief Financial Officer

I, Mi, Yong Jun, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SUNRISE REAL ESTATE GROUP, INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a−15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's I board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date:

September 3, 2024

By:

/s/ Mi, Yong Jun

 

Mi, Yong Jun, Chief Financial Officer, Principal Financial Officer


EXHIBIT 32.1

Section 1350 Certification

In connection with this Quarterly Report of SUNRISE REAL ESTATE GROUP, INC. (the "Company") on Form 10−Q for the six months ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Executive Officer and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002 that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request and for the periods indicated.

Date:

September 3, 2024

By:

/s/ Zhang, Jian

 

Zhang, Jian Chief Executive Officer

 

 

Date:

September 3, 2024

By:

/s/ Mi, Yong Jun

 

Mi, Yong Jun, Chief Financial Officer  

 


v3.24.2.u1
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2024
Aug. 29, 2024
Document And Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 000-32585  
Entity Registrant Name SUNRISE REAL ESTATE GROUP INC  
Entity Incorporation, State or Country Code TX  
Entity Tax Identification Number 75-2713701  
Entity Address, Address Line One No. 18, Panlong Road  
Entity Address, City or Town Shanghai  
Entity Address, Country CN  
Entity Address, Postal Zip Code 201702  
City Area Code + 86-21  
Local Phone Number 6067-3830  
Title of 12(b) Security None  
Trading Symbol SRRE  
Security Exchange Name NONE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   68,691,925
Entity Central Index Key 0001083490  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 25,501,806 $ 20,453,464
Restricted cash (Note 3) 2,210,499 2,723,667
Transactional financial assets (Note 4) 17,416,588 26,505,532
Accounts receivable 191,080 552,964
Real estate property under development (Note 5) 83,502,785 88,742,269
Amount due from an unconsolidated affiliate 16,102,627 16,203,433
Other receivables and deposits, net (Note 6) 8,758,811 9,321,913
Total current assets 153,684,196 164,503,242
Property and equipment, net (Note 7) 629,044 728,094
Investment properties, net (Note 8) 27,842,067 28,910,575
Investment in an unconsolidated affiliate (Note 9) 13,010,327 13,091,335
Other investments (Note 10) 637,838 641,810
Total assets 195,803,472 207,875,056
Current liabilities    
Promissory notes payable (Note 11) 1,403,154 1,411,891
Accounts payable (Note 14) 20,637,485 24,885,181
Customer deposits (Note 16) 25,101,324 23,318,011
Other payables and accrued expenses (Note 13) 7,592,373 7,352,352
Other taxes payable 225,347 247,516
Income taxes payable (Note 17) 1,075,063 1,926,888
Total current liabilities 89,489,412 91,682,684
Total liabilities 89,489,412 91,682,684
Commitments and contingencies (Note 18)
Shareholders' equity    
Common stock, par value $0.01 per share; 200,000,000 shares Authorized; 68,691,925 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively 686,919 686,919
Additional paid-in capital 8,110,008 8,110,008
Statutory reserve (Note 19) 3,986,618 3,986,618
Retained Earnings 91,562,848 99,169,737
Accumulated other comprehensive income 6,493,369 7,311,786
Total equity of Sunrise Real Estate Group, Inc. 110,839,762 119,265,068
Non-controlling interests (4,525,702) (3,072,696)
Total shareholders' equity 106,314,060 116,192,372
Total liabilities and shareholders' equity 195,803,472 207,875,056
Directors    
Current liabilities    
Amounts due 462,093 472,104
Affiliated Entity    
Current liabilities    
Amounts due $ 32,992,573 $ 32,068,741
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 68,691,925 68,691,925
Common stock, shares outstanding 68,691,925 68,691,925
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)        
Net revenues $ 4,448,410 $ 7,042,904 $ 6,348,124 $ 12,776,666
Cost of revenues (3,759,381) (5,956,385) (5,666,227) (11,136,935)
Gross profit (loss) 689,029 1,086,519 681,897 1,639,731
Operating expenses (353,624) (490,120) (671,479) (940,599)
General and administrative expenses (684,614) (728,734) (1,375,431) (1,540,592)
Operating profit (loss) (349,209) (132,335) (1,365,013) (841,460)
Other income (expenses)        
Interest income 67,201 248,416 121,898 495,420
Interest expense (562,698) (782,378) (1,126,174) (1,364,044)
Other income (loss), net (3,271,230) 1,117,937 (6,545,190) 384,796
Total other Income (loss) (3,766,727) 583,975 (7,549,466) (483,828)
Income (loss) before income taxes (4,115,936) 451,640 (8,914,479) (1,325,288)
Income tax benefit (expense) (169,070) (250,864) (169,216) (361,315)
Net income (loss) (4,285,006) 200,776 (9,083,695) (1,686,603)
Less: Net (income) loss attributable to non-controlling interests 685,097 141,219 1,476,806 377,272
Net income (loss) attributable to shareholders of Sunrise Real Estate Group, Inc. (3,599,909) 341,995 (7,606,889) (1,309,331)
Net income (loss) (4,285,006) 200,776 (9,083,695) (1,686,603)
Other comprehensive income (loss) Foreign currency translation adjustment (469,694) (7,240,930) (794,617) (5,326,891)
Comprehensive income (loss) (4,754,700) (7,040,154) (9,878,312) (7,013,494)
Less: Comprehensive income (loss) attributable to non-controlling interests 666,200 782,428 1,453,006 841,187
Total comprehensive income (loss) attributable to shareholders $ (4,088,500) $ (6,257,726) $ (8,425,306) $ (6,172,307)
Earnings (loss) per share - basic $ 0.05 $ 0.00 $ (0.11) $ (0.02)
Earnings (loss) per share - fully diluted $ 0.05 $ 0.00 $ (0.11) $ (0.02)
Weighted average common shares outstanding - basic 68,691,925 68,691,925 68,691,925 68,691,925
Weighted average common shares outstanding - fully diluted 68,691,925 68,691,925 68,691,925 68,691,925
v3.24.2.u1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)
Common Stock
Additional Paid-in Capital
Statutory Reserve
Retained Earnings (Deficits)
Accumulated Other Comprehensive Income
Non-controlling Interests
Total
Beginning Balance at Dec. 31, 2022 $ 686,919 $ 8,110,008 $ 3,986,618 $ 109,300,636 $ 9,447,265 $ 13,207,067 $ 144,738,513
Beginning Balance (in shares) at Dec. 31, 2022 68,691,925            
Net income (loss)       (1,309,331)   (377,272) (1,686,603)
Translation of foreign operations         (4,862,976) (463,915) (5,326,891)
Ending Balance at Jun. 30, 2023 $ 686,919 8,110,008 3,986,618 107,991,305 4,584,289 12,365,880 137,725,019
Ending Balance (in shares) at Jun. 30, 2023 68,691,925            
Beginning Balance at Mar. 31, 2023 $ 686,919 8,110,008 3,986,618 107,649,310 11,184,010 13,148,308 144,765,173
Beginning Balance (in shares) at Mar. 31, 2023 68,691,925            
Net income (loss)       341,995   (141,219) 200,776
Translation of foreign operations         (6,599,721) (641,209) (7,240,930)
Ending Balance at Jun. 30, 2023 $ 686,919 8,110,008 3,986,618 107,991,305 4,584,289 12,365,880 137,725,019
Ending Balance (in shares) at Jun. 30, 2023 68,691,925            
Beginning Balance at Dec. 31, 2023 $ 686,919 8,110,008 3,986,618 99,169,737 7,311,786 (3,072,696) 116,192,372
Beginning Balance (in shares) at Dec. 31, 2023 68,691,925            
Net income (loss)       (7,606,889)   (1,476,806) (9,083,695)
Translation of foreign operations         (818,417) 23,800 (794,617)
Ending Balance at Jun. 30, 2024 $ 686,919 8,110,008 3,986,618 91,562,848 6,493,369 (4,525,702) 106,314,060
Ending Balance (in shares) at Jun. 30, 2024 68,691,925            
Beginning Balance at Mar. 31, 2024 $ 686,919 8,110,008 3,986,618 95,162,757 6,981,860 (3,859,502) 111,068,760
Beginning Balance (in shares) at Mar. 31, 2024 68,691,925            
Net income (loss)       (3,599,909)   (685,097) (4,285,006)
Translation of foreign operations         (488,591) 18,897 (69,694)
Ending Balance at Jun. 30, 2024 $ 686,919 $ 8,110,008 $ 3,986,618 $ 91,562,848 $ 6,493,369 $ (4,525,702) $ 106,314,060
Ending Balance (in shares) at Jun. 30, 2024 68,691,925            
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities    
Net income (loss) $ (9,083,695) $ (1,686,603)
Adjustments to reconcile net income (loss) to net cash used in operating activities    
Depreciation and amortization 1,004,617 1,179,643
Loss (Gain) on disposal of property, plant and equipment   32,902
Changes in assets and liabilities    
Accounts receivable 359,628 18,513
Real estate property under development 4,705,607 (1,681,300)
Customer Deposits 1,933,871 (754,602)
Amount due from unconsolidated affiliates 1,126,462 1,751,782
Other receivables and deposits 507,062 (3,030,354)
Net cash from directors (7,113) 43,182
Accounts payable (4,107,021) 4,968,945
Dividends   (10,329,001)
Other payables and accrued expenses 286,445 (102,177)
Other taxes payable (20,705) (13,160)
Income taxes payable (842,633) (949,342)
Net cash provided by (used in) operating activities (4,137,475) (10,551,572)
Cash flows from investing activities    
Purchases of property and equipment (17,625) (4,164)
Net Cash from Transactional financial assets 8,953,952 293,145
Net cash provided by (used in) investing activities 8,936,327 288,981
Effect of exchange rate changes on cash and, cash equivalents and restricted cash (263,678) (2,659,654)
Net increase in cash, and cash equivalents and restricted cash 4,535,174 (12,922,245)
Cash, and cash equivalents and restricted cash at beginning of period 23,177,131 77,070,510
Cash, and cash equivalents and restricted cash at end of period 27,712,305 64,148,265
Supplemental disclosure of cash flow information    
Income taxes paid $ 1,018,054 $ 1,361,466
v3.24.2.u1
ORGANIZATION AND DESCRIPTION OF BUSINESS
6 Months Ended
Jun. 30, 2024
ORGANIZATION AND DESCRIPTION OF BUSINESS  
ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Sunrise Real Estate Group, Inc. “SRRE” was incorporated in Texas on October 10, 1996 under the name of Parallax Entertainment, Inc. SRRE together with its subsidiaries and equity investment described below is collectively referred to as “the Company”, “we”, “our” or “us”. The Company is primarily engaged in the provision of property brokerage services, which include property marketing, leasing and management services; and real estate development in the People’s Republic of China (the “PRC”).

As of June 30, 2024, the Company has the following major subsidiaries and equity investment.

% of Ownership

Relationship

 

Date of

Place of

 

held by the

 

with the

Company Name

    

Incorporation

    

Incorporation

    

Company

    

Company

    

Principal Activity

Sunrise Real Estate Development Group, Inc. (CY-SRRE)

 

April 30, 2004

 

Cayman Islands

 

100%

 

Subsidiary

 

Investment holding

Lin Ray Yang Enterprise Limited (“LRY”)

 

November 13, 2003

 

British Virgin Islands

 

100%

 

Subsidiary

 

Investment holding

Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”)

 

August 20, 2001

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Shanghai Shang Yang Investment Management and consultation Company Limited (“SHSY”)

 

February 5, 2004

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”)

 

November 24, 2006

 

PRC

 

75.25%1

 

Subsidiary

 

Property brokerage and management services

Suzhou Xi Ji Yang Real Estate Consultation Company Limited (“SZXJY”)

 

June 25, 2004

 

PRC

 

75%

 

Subsidiary

 

Property brokerage services

Linyi Shangyang Real Estate Development Company Limited (“LYSY”)

 

October 13, 2011

 

PRC

 

34%2

 

Subsidiary

 

Real estate development

Sanya Shang Yang Real Estate Consultation Company Limited (“SYSY”)

 

September 18, 2008

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Shanghai Rui Jian Design Company Limited (“SHRJ”)

 

August 15, 2011

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Linyi Rui Lin Construction and Design Company Limited (“LYRL”)

 

March 6, 2012

 

PRC

 

100%

 

Subsidiary

 

Investment holding

Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”)

 

December 28, 2009

 

PRC

 

49%

 

Equity investment

 

Real estate development

Shanghai Xin Xing Yang Real Estate Brokerage Company Limited (“SHXXY”)

 

September 28, 2011

 

PRC

 

20%

 

Equity investment

 

Property brokerage services

Shanghai Da Er Wei Trading Company Limited (“SHDEW”)

 

June 6, 2013

 

PRC

 

19.91%3

 

Equity investment

 

Import and export trading

Shanghai Hui Tian (“SHHT”)

 

July 25, 2014

 

PRC

 

100%

 

Subsidiary

 

Investment holding

Shanghai Shangyang Tianxi (“SHTX”)

July 25, 2014

PRC

19.91%

Subsidiary

Investment holding

Huaian Zhanbao Industrial Co., Ltd. (“HAZB”)

December 6, 2018

PRC

78.46%4

Subsidiary

Investment holding

Huaian Tianxi Real Estate Development Co., Ltd (“HATX”)

October, 2018

PRC

78.46%4

Subsidiary

Investment holding

Shanghai Taobuting Media Co., Ltd. (“TBT”)

July 1, 2020

PRC

7.5%

Subsidiary

Streaming platform

Shangyang International PTE. LTD. (“SYIP”)

August 19,2022

SINGAPORE

100%

Subsidiary

Investment holding

Shanghai Da Er Wei Industry Co., Ltd.(“DEWSY”)

Oct. 20, 2020

 

PRC

 

19.58%

Subsidiary

 

Investment holding

1.After an equity transaction in February 2015, the Company held equity in subsidiaries of SZSY as follows: SZXJY 49%, SHXJY 26% and Sunrise Real Estate Development Group, Inc. (CY-SRRE) 12.5%, totaling 75.25% equity interest in SZSY.
2.The Company and a shareholder of LYSY, who holds 46% equity interest in LYSY, entered into a voting agreement that the Company is entitled to exercise the voting rights in respect of her 46% equity interest in LYSY. The Company effectively holds 80% voting rights in LYSY and therefore considers LYSY as a subsidiary of the Company. On May 27, 2020, LYRL received 10% of the issued and outstanding shares of LYSY from Nanjing Longchang Real Estate Development Group. LYRL owned 34% of LYSY following the purchase.
3.On January 28, 2013, CY-SRRE, SZXJY and an unrelated party established a subsidiary in the PRC, SHXJYB, with CY-SRRE holding 15% equity interest and SZXJY holding 60% equity interest in SHXYJB.
4.In December 2019, SHDEW had an employee stock bonus where its employees received their issued shares. This resulted in the dilution of our ownership of SHDEW from 20.38% to 19.91%.

The accompanying condensed consolidated balance sheet as of December 31, 2023, which has been derived from the audited consolidated financial statements and the accompanying unaudited condensed consolidated financial statements, has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations and the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, these condensed consolidated financial statements reflect all adjustments which are of a normal recurring nature and which are necessary to present fairly the financial position of Sunrise Real Estate as of June 30, 2024 and the results of operations for the six months ended June 30, 2024 and 2023, and the cash flows for the six months ended June 30, 2024 and 2023. These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023. The results of operations for the six months ended June 30, 2024 are not necessarily indicative of the results which may be expected for the entire fiscal year.

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Principles of Consolidation

The condensed consolidated financial statements include the financial statements of Sunrise Real Estate Group, Inc. and its subsidiaries. All significant inter-company accounts and transactions have been eliminated on consolidation.

Investments in business entities, in which the Company does not have control but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method.

Foreign Currency Translation and Transactions

The functional currency of SRRE, CY-SRRE and LRY is U.S. dollars (“$”) and their financial records and the financial statements are maintained and prepared in U.S. dollars. The functional currency of the Company’s subsidiaries and affiliate in China is Renminbi (“RMB”) and their financial records and statements are maintained and prepared in RMB.

Foreign currency transactions during the period are translated into each company’s denominated currency at the exchange rates ruling at the transaction dates. Gains and losses resulting from foreign currency transactions are included in the consolidated statement of operations. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into each company’s denominated currency at period-end exchange rates. All exchange differences are dealt with in the consolidated statements of operations.

The financial statements of the Company’s operations based outside of the United States have been translated into U.S. dollars in accordance with ASC830. Management has determined that the functional currency for each of the Company’s foreign operations is its applicable local currency. When translating functional currency financial statements into U.S. dollars, period-end exchange rates are applied to the condensed consolidated balance sheets, while average exchange rates as to revenues and expenses are applied to consolidated statements of operations. The effect of foreign currency translation adjustments is included as a component of accumulated other comprehensive income in shareholders’ equity.

The exchange rates as of June 30, 2024 and December 31, 2023 are $1: RMB7.1268 and $1: RMB7.095, respectively.

The RMB is not freely convertible into foreign currency and all foreign exchange transaction must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rate used in translation.

Real Estate Property under Development

Real estate property under development, which consists of residential unit sites and commercial and residential unit sites under development, is stated at the lower of carrying amounts or fair value less selling costs.

Expenditures for land development, including cost of land use rights, deed tax, pre-development costs and engineering costs, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value of units to the estimated total sales value times the total project costs.

Costs of amenities transferred to buyers are allocated as common costs of the project that are allocated to specific units as a component of total construction costs. For amenities retained by the Company, costs in excess of the related fair value of the amenity are also treated as common costs. Results of operations of amenities retained by the Company are included in current operating results.

In accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), real estate property under development is subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets.

In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 square meters for the purpose of developing villa-style residential housing. The LYSY project has divided into three phases. Phase 1 has completed construction of 121 units in May 2015 and sold 119 units out of all 121 units at the end of August 12, 2024. Phase 2 was divided into north and south area and completed construction of 84 units at the end of 2020. All units have been sold during phase 2 by the end of August 12, 2024. Phase 3 began construction in first quarter of 2021 and pre-sold 30 units out of 51 units at the end of August 12, 2024. In September 2020, the Company expanded the Linyi project by purchasing additional 54,312 square meters in the amount of 228 million RMB for future development.

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters (“sqm”). In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of August 12, 2024, the Company sold 664 units, respectively, out of 679 units of the first phase and sold 503 units out of 873 of the second phase.

Long Term Investments

The Company accounts for long term investments in equities as follows:

Investment in Unconsolidated Affiliates

Affiliates are entities over which the Company has significant influence, but which it does not control. The Company generally considers an ownership interest of 20% or higher to represent significant influence. Investments in unconsolidated affiliates are accounted for by the equity method of accounting. Under this method, the Company’s share of the post-acquisition profits or losses of affiliates is recognized in the income statement and its shares of post-acquisition movements in other comprehensive income are recognized in other comprehensive income. Unrealized gains on transactions between the Company and its affiliates are eliminated to the extent of the Company’s interest in the affiliates; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

When the Company’s share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company did not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.

The Company is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. An impairment loss is recorded when there has been a loss in the value of the investment that is not temporary. The Company did not record any impairment losses in any of the periods reported.

Other Investments

Where the Company has no significant influence, the investment is classified as other assets in the balance sheet and is carried under the measurement alternative which is measured at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. Investment income is recognized by the Company when the investee declares a dividend and the Company believes it is collectible. The Company periodically evaluates the carrying value of its investment under the measurement alternative method in the case of the investment in SHDEW and any decline in value is included in impairment of cost of the investment.

Revenue Recognition

Most of the Company’s revenue is derived from real estate sales in the PRC. The majority of the Company’s contracts contain a single performance obligation involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset.

All revenues represent gross revenues less sales and business tax.

ASC 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASC 606 also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, ASC 606 requires extensive disclosures.

The Company adopted ASC 606 on January 1, 2018 using the modified retrospective approach with no restatement of comparative periods and no cumulative-effect adjustment to retained earnings recognized as of the date of adoption. A significant portion of the Company’s revenue is derived from development and sales of condominium real estate property in the PRC, with revenue previously recognized using the percentage of completion method. Under the new standard, to recognize revenue over time similar to the percentage of completion method, contractual provisions need to provide the Company with an enforceable right to payment and the Company has no alternative use of the asset. Historically, all contracts executed contained an enforceable right to home purchase payments and the Company had no alternative use of assets, therefore, the adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.

Net Earnings (Loss) per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). Under the provisions of ASC 260, basic net earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net earnings (loss) per share recognizes common stock equivalents, however; potential common stock in the diluted EPS computation is excluded in net loss periods, as their effect is anti-dilutive.

Recently Adopted Accounting Standards

In January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which requires disclosure of gross write-offs of finance receivables by year of origination. The adoption of this standard did not have a material impact on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. We are currently assessing the impact this standard will have on our disclosures.

New Accounting Pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss new accounting pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

v3.24.2.u1
RESTRICTED CASH
6 Months Ended
Jun. 30, 2024
RESTRICTED CASH  
RESTRICTED CASH

NOTE 3 – RESTRICTED CASH

The Company is required to maintain certain deposits with the bank for those home buyers that has applied for a housing loan from their bank. This deposit is a percentage to each home buyer’s bank loan for the purpose of purchasing in our project. Once we complete the handover to the buyer, these deposits become unrestricted. As of June 30, 2024, and December 31, 2023, the Company held cash deposits of $2,210,499 and $2,723,667, respectively.

v3.24.2.u1
TRANSACTIONAL FINANCIAL ASSETS
6 Months Ended
Jun. 30, 2024
TRANSACTIONAL FINANCIAL ASSETS  
TRANSACTIONAL FINANCIAL ASSETS

NOTE 4 – TRANSACTIONAL FINANCIAL ASSETS

As of June 30, 2024, we have $17,416,588 invested in bank wealth management investment products. The investments are short termed with maturity periods and can be rolled into a maturity date of our choosing or automatically rolled into subsequent maturity period. The annualized rate of return may range from 2.08% to 3.30% depending on the amount and time period invested.

v3.24.2.u1
REAL ESTATE PROPERTY UNDER DEVELOPMENT
6 Months Ended
Jun. 30, 2024
REAL ESTATE PROPERTY UNDER DEVELOPMENT  
REAL ESTATE PROPERTY UNDER DEVELOPMENT

NOTE 5 – REAL ESTATE PROPERTY UNDER DEVELOPMENT

Real estate property under development represents the Company’s real estate development project in Linyi, the PRC (“Linyi Project”), which is located on the junction of Xiamen Road and Hong Kong Road in Linyi City Economic Development Zone, Shandong Province, PRC. This project covers a site area of approximately 103,385 square meters for the development of villa-style residential housing buildings. The Company acquired the site and commenced construction of this project during the fiscal year of 2012. We sold 119 of 121 Phase 1 villas and sold all 84 units in Phase 2 as of August 12, 2024. As to Phase 3, we pre-sold 30 units out of 51 units as of August 12, 2024.

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters. In December 2018 we established HAZB with a 78.46% ownership for the purpose of real estate investment and in March 2019, HAZB purchased 100% of HATX and tis land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”)of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of August 12, 2024, the Company sold 664 units, respectively, out of 679 units of the first phase and sold 503 out of 873 of the second phase.

As of June 30, 2024, land use rights included in real estate property under development totaled $83,502,785.

v3.24.2.u1
OTHER RECEIVABLES AND DEPOSITS, NET
6 Months Ended
Jun. 30, 2024
OTHER RECEIVABLES AND DEPOSITS, NET  
OTHER RECEIVABLES AND DEPOSITS, NET

NOTE 6 – OTHER RECEIVABLES AND DEPOSITS, NET

    

June 30, 

    

December 31, 

2024

2023

Advances to staff

$

103,635

 

20,042

Rental deposits

 

709,619

 

719,354

Prepaid expense

 

49,143

 

48,462

Prepaid tax

 

5,699,792

 

6,242,218

Other receivables

 

2,196,622

 

2,283,757

$

8,758,811

$

9,321,913

Other receivables and deposits as of June 30, 2024 and December 31, 2023 were stated net of allowance for doubtful accounts of $1,959,728 and $1,265,984, respectively.

v3.24.2.u1
PROPERTY AND EQUIPMENT, NET
6 Months Ended
Jun. 30, 2024
PROPERTY AND EQUIPMENT, NET  
PROPERTY AND EQUIPMENT, NET

NOTE 7 – PROPERTY AND EQUIPMENT, NET

    

June 30, 

    

December 31, 

2024

2023

Furniture and fixtures

$

241,486

$

260,488

Computer and office equipment

 

205,235

 

189,592

Motor vehicles

 

599,102

 

609,004

Properties

 

2,122,898

 

2,136,116

 

3,168,722

 

3,195,199

Less: Accumulated depreciation

 

(2,539,678)

 

(2,467,105)

$

629,044

$

728,094

Depreciation and amortization expense for property and equipment amounted to $1,004,617 and $1,179,643 for the six months ended June 30, 2024 and 2023, respectively.

v3.24.2.u1
INVESTMENT PROPERTIES, NET
6 Months Ended
Jun. 30, 2024
INVESTMENT PROPERTIES, NET  
INVESTMENT PROPERTIES, NET

NOTE 8 – INVESTMENT PROPERTIES, NET

    

June 30, 

    

December 31, 

2024

2023

Investment properties

$

40,869,312

$

41,123,783

Less: Accumulated depreciation

 

(13,027,245)

 

(12,213,208)

$

27,842,067

$

28,910,575

Depreciation and amortization expense for investment properties amounted to $892,505 and $1,061,518 for the six months ended June 30, 2024 and 2023, respectively.

v3.24.2.u1
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE
6 Months Ended
Jun. 30, 2024
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE  
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE

NOTE 9 – INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE

The investments in unconsolidated affiliates primarily consist of SHDEW (19.91)%, DEWSY (19.58%) and SHTX (19.9)%. As of June 30, 2024, the investment amount in SHDEW was $12,432,794, DEWSY was $549,470 and SHTX was $28,063.

SHDEW was established in June 2013 as a skincare and cosmetic company. SHDEW is developing its own skincare products. SHDEW sells products under its own brands as well as the products of third parties. The products include skincare, cosmetics, personal care products such as soaps, shampoos, skin care devices and children’s apparel. SHDEW is improving its own online shopping platform where consumers can purchase its cosmetics and skincare products as well as products imported into China. The online shopping platform has been in operation since 2017.

v3.24.2.u1
OTHER INVESTMENTS, NET
6 Months Ended
Jun. 30, 2024
OTHER INVESTMENTS, NET  
OTHER INVESTMENTS, NET

NOTE 10 – OTHER INVESTMENTS, NET

According to ASU 2016-01, where the Company has no significant influence, the investment is classified as other investments in the balance sheet and is carried under the measurement alternative method. The measurement alternative measures the equity investment at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of June 30, 2024 and December 31, 2023, the carrying amount of the Company’s measurement alternative investments was $637,838 and $641,810, respectively.

The Company performs impairment assessment of its investments under the measurement alternative whenever events or changes in circumstances indicate that the carrying value of the investment may not be fully recoverable. Impairment charges in connection with the measurement alternative investments of nil were recorded in others, net in the Consolidated Statements of Operations and Comprehensive Income/(Loss) for the years ended June 30, 2024 and 2023, respectively.

v3.24.2.u1
PROMISSORY NOTES PAYABLE
6 Months Ended
Jun. 30, 2024
PROMISSORY NOTES PAYABLE  
PROMISSORY NOTES PAYABLE

NOTE 11 – PROMISSORY NOTES PAYABLE

The promissory notes payable consists of the following unsecured notes to unrelated parties. Included in the balances are promissory notes with outstanding principal and unpaid interest of an aggregate of $1,403,154 and $1,411,891 as of June 30, 2024 and December 31, 2023, respectively.

The promissory note with a principal as of June 30, 2024 amounting to $701,577 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment. As of June 30, 2024, and December 31, 2023, the outstanding principal and unpaid interest related to this promissory note amounted to $701,577 and $705,946, respectively.

The promissory note with a principal as of June 30, 2024 amounting to $701,577 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment. As of June 30, 2024, and December 31, 2023, the outstanding principal and unpaid interest related to this promissory note amounted to $701,577 and $705,946, respectively.

For the six months ended June 30, 2024, the interest expense related to these promissory notes was $NIL.

v3.24.2.u1
AMOUNTS DUE TO DIRECTORS
6 Months Ended
Jun. 30, 2024
Directors  
AMOUNTS DUE TO DIRECTORS  
AMOUNTS DUE TO DIRECTORS

NOTE 12 – AMOUNTS DUE TO DIRECTORS

    

June 30, 

    

December 31, 

2024

2023

Lin Chi-Jung

$

448,845

$

451,640

Lin Hsin-Hung

 

13,247

 

20,464

$

462,092

$

472,104

(a)The balances due to Lin Chi-Jung consist of temporary advances.

The balances are unsecured, interest-free and have no fixed term of repayment.

(b)The balances due to Lin Hsin-Hung are unsecured, interest-free and have no fixed term of repayment.
v3.24.2.u1
OTHER PAYABLES AND ACCRUED EXPENSES
6 Months Ended
Jun. 30, 2024
OTHER PAYABLES AND ACCRUED EXPENSES  
OTHER PAYABLES AND ACCRUED EXPENSES

NOTE 13 – OTHER PAYABLES AND ACCRUED EXPENSES

    

June 30, 

    

December 31, 

2024

2023

Accrued staff commission and bonus

$

43,108

$

44,572

Rental deposits received

 

371,977

 

188,355

Bid bond

 

96,404

 

78,763

Dividends payable to non-controlling interest

 

178,801

 

189,977

Other payables

 

6,902,083

 

6,850,685

$

7,592,373

$

7,352,352

v3.24.2.u1
ACCOUNTS PAYABLE
6 Months Ended
Jun. 30, 2024
ACCOUNTS PAYABLE  
ACCOUNTS PAYABLE

NOTE 14 – ACCOUNT PAYABLE

As of June 30, 2024, and December 31, 2023, the balances of accounts payable were $20,637,485 and $24,885,181 respectively. The balance of accounts payable as of June 30, 2024 included unpaid development fee of Linyi project of $2,996,876 and HATX project of $16,575,353. The remaining balance was due to agents of the operating business.

v3.24.2.u1
AMOUNT DUE TO AFFILIATES
6 Months Ended
Jun. 30, 2024
Due To Affiliate  
AMOUNT DUE TO AFFILIATES  
AMOUNT DUE TO AFFILIATES

NOTE 15 – AMOUNT DUE TO AFFILIATES

As of June 30, 2024, the amount due to Shanghai Shengji (“SHSJ”), a shareholder of HATX, was $32,495,906 and JXSY was $496,667, was an intercompany transfer for day-to-day operations.

v3.24.2.u1
CUSTOMER DEPOSITS
6 Months Ended
Jun. 30, 2024
CUSTOMER DEPOSITS  
CUSTOMER DEPOSITS

NOTE 16 – CUSTOMER DEPOSITS

Customer deposits consisted of the sales from real estate development project (the Linyi project and the HATX project) which cannot be recognized as revenue at the accounting period and deposits received for rental.

The Linyi project started pre-sales in November 2013 and in 2019, the Project recognized its revenue along with customer deposit; as of June 30, 2024, the pre-sales amounted to $10,883,192. The HATX project started pre-sales in December 2019; as of June 30, 2024 the pre-sales amounted to $14,188,620.

v3.24.2.u1
INCOME TAX PAYABLE
6 Months Ended
Jun. 30, 2024
INCOME TAX PAYABLE  
INCOME TAX PAYABLE

NOTE 17 – INCOME TAX PAYABLE

The 2017 Tax Act was enacted on December 22, 2017. Due to the complexities involved in the accounting for the 2017 Tax Act, the SEC issued SAB 118, which provides guidance on the application of US GAAP for income taxes in the period of enactment. SAB 118 requires companies to include in their financial statements a reasonable estimate of the impact of the 2017 Tax Act, to the extent such an estimate has been determined. As a result, our financial results reflect the income tax effects of the 2017 Tax Act for which the accounting is complete, as well as provisional amounts for those impacts for which the accounting is incomplete but a reasonable estimate could be determined.

v3.24.2.u1
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2024
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

NOTE 18 – COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

The Company leases certain of its office properties under non-cancellable operating lease arrangements. Payments under operating leases are expensed on a straight-line basis over the periods of their respective terms, and the terms of the leases do not contain rent escalation, or contingent rent, renewal, or purchase options. There are no restrictions placed upon the Company by entering into these leases. Rental expenses under operating leases for the six months ended June 30, 2024 and 2023 were $29,352 and $57,414, respectively.

As of June 30, 2024, the Company had the following operating lease obligations.

    

Amount

Within one year

$

23,434

Two to five years

 

$

23,434

v3.24.2.u1
STATUTORY RESERVE
6 Months Ended
Jun. 30, 2024
STATUTORY RESERVE  
STATUTORY RESERVE

NOTE 19 – STATUTORY RESERVE

According to the relevant corporation laws in the PRC, a PRC company is required to transfer at least 10% of its profit after taxes, as determined under accounting principles generally accepted in the PRC, to the statutory reserve until the balance reaches 50% of its registered capital. The statutory reserve can be used to make good on losses or to increase the capital of the relevant company.

According to the Law of the PRC on Enterprises with Wholly-Owned Foreign Investment, the Company PRC’s subsidiaries are required to make appropriations from after-tax profits as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) to non-distributable reserves. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion reserve and (iii) a staff bonus and welfare fund. A wholly-owned PRC subsidiary is not required to make appropriations to the enterprise expansion reserve but annual appropriations to the general reserve are required to be made at 10% of the profit after tax as determined under PRC GAAP at each year-end, until such fund has reached 50% of its respective registered capital. The staff welfare and bonus reserve are determined by the board of directors. The general reserve is used to offset future losses. The subsidiary may, upon a resolution passed by the stockholders, convert the general reserve into capital. The staff welfare and bonus reserve are used for the collective welfare of the employees of the subsidiary. The enterprise expansion reserve is for the expansion of the subsidiary operations and can be converted to capital subject to approval by the relevant authorities. These reserves represent appropriations of the retained earnings determined in accordance with Chinese law.

In addition to the general reserve, the Company’s PRC subsidiaries are required to obtain approval from the local PRC government prior to distributing any registered share capital. Accordingly, both the appropriations to general reserve and the registered share capital of the Company’s PRC subsidiary are considered as restricted net assets and are not distributable as cash dividends. As of June 30, 2024, and December 31, 2023, the Company’s statutory reserve fund was $3,986,618 and $3,986,618, respectively.

v3.24.2.u1
SEGMENT INFORMATION
6 Months Ended
Jun. 30, 2024
SEGMENT INFORMATION  
SEGMENT INFORMATION

NOTE 20 - SEGMENT INFORMATION

The Company’s Chief Executive Officer and Chief Financial Officer have been identified as the chief operating decision makers. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability and cash flows of each respective segment.

The Company evaluates performance based on several factors, including net revenue, cost of revenue, operating expenses, and income from operations. The following tables show the operations of the Company’s operating segments:

Three Months Ended June 30, 2024

Property

    

Brokerage

    

Real Estate

    

Investment

    

    

Services

    

Development

    

Transaction

    

Others

    

Total

Net revenues

    

$

91,122

$

4,357,288

$

$

$

4,448,410

Cost of revenues

 

(195,371)

(3,564,010)

(3,759,381)

Gross profit

 

(104,249)

793,278

689,029

Operating expenses

 

(83,789)

(269,835)

(353,624)

General and administrative expenses

 

(229,379)

(449,401)

(5,834)

(684,614)

Operating loss

 

(417,417)

74,042

(5,834)

(349,209)

Other income (expenses)

 

Interest income

 

58,964

6,721

1,516

67,201

Interest expense

 

(562,698)

(562,698)

Other income, Net

 

(197,345)

6,100

(3,079,985)

(3,271,230)

Total other (expenses) income

 

(138,381)

(549,877)

(3,079,985)

1,516

(3,766,727)

Income (loss) before income taxes

 

(555,799)

(475,835)

(3,079,985)

(4,318)

(4,115,936)

Income tax

 

(169,070)

(169,070)

Net Income(loss)

$

(555,799)

$

(644,905)

$

(3,079,985)

$

(4,318)

$

(4,285,006)

Six Months Ended June 30, 2024

    

Property

    

    

    

    

Brokerage

Real Estate

Investment

Services

    

Development

    

Transaction

    

Others

    

Total

Net revenues

$

129,105

$

6,219,019

$

$

$

6,348,124

Cost of revenues

 

(325,575)

(5,340,652)

(5,666,227)

Gross profit

 

(196,469)

878,366

681,897

Operating expenses

 

(185,773)

(485,706)

(671,479)

General and administrative expenses

 

(437,009)

(564,545)

(373,877)

(1,375,431)

Operating loss

 

(819,251)

(171,885)

(373,877)

(1,365,013)

Other income (expenses)

 

Interest income

 

26,262

15,748

79,888

121,898

Interest expense

 

(1,126,174)

(1,126,174)

Other income, Net

 

3,361

31,078

(6,579,629)

(6,545,190)

Total other (expenses) income

 

26,262

(1,107,065)

31,078

(6,499,741)

(7,549,466)

Income (loss) before income taxes

 

(792,989)

(1,278,950)

31,078

(6,873,618)

(8,914,479)

Income tax

 

(169,216)

(13,900)

(169,216)

Net Income(loss)

$

(792,989)

$

(1,448,166)

$

31,078

$

(6,887,518)

$

(9,083,695)

Three Months Ended June 30, 2023

Property

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

Net revenues

    

$

    

$

7,042,904

    

$

    

$

    

$

7,042,904

Cost of revenues

 

 

(5,956,385)

 

 

 

(5,956,385)

Gross profit

 

 

1,086,519

 

 

 

1,086,519

Operating expenses

 

 

(493,861)

 

 

 

(490,120)

General and administrative expenses

 

 

(722,900)

 

 

(5,834)

 

(728,734)

Operating loss

 

 

(130,242)

 

 

(5,834)

 

(132,335)

Other income (expenses)

 

 

 

 

 

Interest income

 

76,081

 

170,819

 

 

1,516

 

248,416

Interest expense

 

(569,810)

 

(212,568)

 

 

 

(782,378)

Other income, Net

 

(188,615)

 

(2,630)

 

1,309,182

 

 

1,117,937

Total other (expenses) income

 

(682,344)

 

(44,379)

 

1,309,182

 

1,516

 

583,975

Income (loss) before income taxes

 

(682,344)

 

(174,621)

 

1,309,182

 

(4,318)

 

451,640

Income tax

 

(250,864)

 

 

 

 

(250,864)

Net Income(loss)

$

(933,208)

$

(174,621)

$

1,309,182

$

(4,318)

$

200,776

Six Months Ended June 30, 2023

    

Property

    

    

  

    

  

    

  

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

Net revenues

$

202,009

$

12,574,657

$

$

$

12,776,666

Cost of revenues

 

(447,680)

 

(10,689,255)

 

 

 

(11,136,935)

Gross profit

 

(245,671)

 

1,885,402

 

 

 

1,639,731

Operating expenses

 

(86,428)

 

(854,171)

 

 

 

(940,599)

General and administrative expenses

 

(575,633)

 

(598,159)

 

 

(366,800)

 

(1,540,592)

Operating loss

 

(907,732)

 

433,072

 

 

(366,800)

 

(841,460)

Other income (expenses)

 

 

 

 

 

Interest income

 

16,853

 

300,334

 

 

178,234

 

495,420

Interest expense

 

 

(212,568)

 

 

(1,151,477)

 

(1,364,044)

Other income, Net

 

362,241

 

(2,913)

 

25,468

 

 

384,796

Total other (expenses) income

 

379,094

 

84,853

 

25,468

 

(973,243)

 

(483,828)

Income (loss) before income taxes

 

(528,638)

 

517,925

 

25,468

 

(1,340,043)

 

(1,325,288)

Income tax

 

(361,315)

 

 

 

 

(361,315)

Net Income (loss)

$

(889,953)

$

517,925

$

25,468

$

(1,340,043)

$

(1,686,603)

Property

Brokerage

Real Estate

Investment

    

Services

    

Development

    

Transaction

    

Others

    

Total

As of June 30, 2024

 

  

 

  

 

  

 

  

 

  

Real estate property under development

$

$

83,502,785

$

$

$

83,502,785

Total assets

 

12,282,871

113,291,506

31,064,753

39,164,342

195,803,472

As of June 30, 2023

 

Real estate property under development

117,569,883

117,569,883

Total assets

$

14,376,766

$

145,225,314

$

23,201,682

$

74,418,625

$

257,222,387

v3.24.2.u1
RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2024
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

NOTE 21 – RELATED PARTY TRANSACTIONS

None.

v3.24.2.u1
SUBSEQUENT EVENT
6 Months Ended
Jun. 30, 2024
SUBSEQUENT EVENT  
SUBSEQUENT EVENT

NOTE 22 - SUBSEQUENT EVENT

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred from July 1, 2024, up through the date the Company issued the interim financial statements and identified no reportable events.

v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ (3,599,909) $ 341,995 $ (7,606,889) $ (1,309,331)
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Basis of Accounting and Principles of Consolidation

Basis of Accounting and Principles of Consolidation

The condensed consolidated financial statements include the financial statements of Sunrise Real Estate Group, Inc. and its subsidiaries. All significant inter-company accounts and transactions have been eliminated on consolidation.

Investments in business entities, in which the Company does not have control but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method.

Foreign Currency Translation and Transactions

Foreign Currency Translation and Transactions

The functional currency of SRRE, CY-SRRE and LRY is U.S. dollars (“$”) and their financial records and the financial statements are maintained and prepared in U.S. dollars. The functional currency of the Company’s subsidiaries and affiliate in China is Renminbi (“RMB”) and their financial records and statements are maintained and prepared in RMB.

Foreign currency transactions during the period are translated into each company’s denominated currency at the exchange rates ruling at the transaction dates. Gains and losses resulting from foreign currency transactions are included in the consolidated statement of operations. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into each company’s denominated currency at period-end exchange rates. All exchange differences are dealt with in the consolidated statements of operations.

The financial statements of the Company’s operations based outside of the United States have been translated into U.S. dollars in accordance with ASC830. Management has determined that the functional currency for each of the Company’s foreign operations is its applicable local currency. When translating functional currency financial statements into U.S. dollars, period-end exchange rates are applied to the condensed consolidated balance sheets, while average exchange rates as to revenues and expenses are applied to consolidated statements of operations. The effect of foreign currency translation adjustments is included as a component of accumulated other comprehensive income in shareholders’ equity.

The exchange rates as of June 30, 2024 and December 31, 2023 are $1: RMB7.1268 and $1: RMB7.095, respectively.

The RMB is not freely convertible into foreign currency and all foreign exchange transaction must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rate used in translation.

Real Estate Property under Development

Real Estate Property under Development

Real estate property under development, which consists of residential unit sites and commercial and residential unit sites under development, is stated at the lower of carrying amounts or fair value less selling costs.

Expenditures for land development, including cost of land use rights, deed tax, pre-development costs and engineering costs, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value of units to the estimated total sales value times the total project costs.

Costs of amenities transferred to buyers are allocated as common costs of the project that are allocated to specific units as a component of total construction costs. For amenities retained by the Company, costs in excess of the related fair value of the amenity are also treated as common costs. Results of operations of amenities retained by the Company are included in current operating results.

In accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), real estate property under development is subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets.

In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 square meters for the purpose of developing villa-style residential housing. The LYSY project has divided into three phases. Phase 1 has completed construction of 121 units in May 2015 and sold 119 units out of all 121 units at the end of August 12, 2024. Phase 2 was divided into north and south area and completed construction of 84 units at the end of 2020. All units have been sold during phase 2 by the end of August 12, 2024. Phase 3 began construction in first quarter of 2021 and pre-sold 30 units out of 51 units at the end of August 12, 2024. In September 2020, the Company expanded the Linyi project by purchasing additional 54,312 square meters in the amount of 228 million RMB for future development.

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters (“sqm”). In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of August 12, 2024, the Company sold 664 units, respectively, out of 679 units of the first phase and sold 503 units out of 873 of the second phase.

Long Term Investments

Long Term Investments

The Company accounts for long term investments in equities as follows:

Investment in Unconsolidated Affiliates

Affiliates are entities over which the Company has significant influence, but which it does not control. The Company generally considers an ownership interest of 20% or higher to represent significant influence. Investments in unconsolidated affiliates are accounted for by the equity method of accounting. Under this method, the Company’s share of the post-acquisition profits or losses of affiliates is recognized in the income statement and its shares of post-acquisition movements in other comprehensive income are recognized in other comprehensive income. Unrealized gains on transactions between the Company and its affiliates are eliminated to the extent of the Company’s interest in the affiliates; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

When the Company’s share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company did not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.

The Company is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. An impairment loss is recorded when there has been a loss in the value of the investment that is not temporary. The Company did not record any impairment losses in any of the periods reported.

Other Investments

Where the Company has no significant influence, the investment is classified as other assets in the balance sheet and is carried under the measurement alternative which is measured at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. Investment income is recognized by the Company when the investee declares a dividend and the Company believes it is collectible. The Company periodically evaluates the carrying value of its investment under the measurement alternative method in the case of the investment in SHDEW and any decline in value is included in impairment of cost of the investment.

Revenue Recognition

Revenue Recognition

Most of the Company’s revenue is derived from real estate sales in the PRC. The majority of the Company’s contracts contain a single performance obligation involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset.

All revenues represent gross revenues less sales and business tax.

ASC 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASC 606 also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, ASC 606 requires extensive disclosures.

The Company adopted ASC 606 on January 1, 2018 using the modified retrospective approach with no restatement of comparative periods and no cumulative-effect adjustment to retained earnings recognized as of the date of adoption. A significant portion of the Company’s revenue is derived from development and sales of condominium real estate property in the PRC, with revenue previously recognized using the percentage of completion method. Under the new standard, to recognize revenue over time similar to the percentage of completion method, contractual provisions need to provide the Company with an enforceable right to payment and the Company has no alternative use of the asset. Historically, all contracts executed contained an enforceable right to home purchase payments and the Company had no alternative use of assets, therefore, the adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.

Net Earnings (Loss) per Common Share

Net Earnings (Loss) per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). Under the provisions of ASC 260, basic net earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net earnings (loss) per share recognizes common stock equivalents, however; potential common stock in the diluted EPS computation is excluded in net loss periods, as their effect is anti-dilutive.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

In January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which requires disclosure of gross write-offs of finance receivables by year of origination. The adoption of this standard did not have a material impact on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. We are currently assessing the impact this standard will have on our disclosures.

New Accounting Pronouncements

New Accounting Pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss new accounting pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

v3.24.2.u1
ORGANIZATION AND DESCRIPTION OF BUSINESS (Tables)
6 Months Ended
Jun. 30, 2024
ORGANIZATION AND DESCRIPTION OF BUSINESS  
Schedule of major subsidiaries and equity investments

% of Ownership

Relationship

 

Date of

Place of

 

held by the

 

with the

Company Name

    

Incorporation

    

Incorporation

    

Company

    

Company

    

Principal Activity

Sunrise Real Estate Development Group, Inc. (CY-SRRE)

 

April 30, 2004

 

Cayman Islands

 

100%

 

Subsidiary

 

Investment holding

Lin Ray Yang Enterprise Limited (“LRY”)

 

November 13, 2003

 

British Virgin Islands

 

100%

 

Subsidiary

 

Investment holding

Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”)

 

August 20, 2001

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Shanghai Shang Yang Investment Management and consultation Company Limited (“SHSY”)

 

February 5, 2004

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”)

 

November 24, 2006

 

PRC

 

75.25%1

 

Subsidiary

 

Property brokerage and management services

Suzhou Xi Ji Yang Real Estate Consultation Company Limited (“SZXJY”)

 

June 25, 2004

 

PRC

 

75%

 

Subsidiary

 

Property brokerage services

Linyi Shangyang Real Estate Development Company Limited (“LYSY”)

 

October 13, 2011

 

PRC

 

34%2

 

Subsidiary

 

Real estate development

Sanya Shang Yang Real Estate Consultation Company Limited (“SYSY”)

 

September 18, 2008

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Shanghai Rui Jian Design Company Limited (“SHRJ”)

 

August 15, 2011

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Linyi Rui Lin Construction and Design Company Limited (“LYRL”)

 

March 6, 2012

 

PRC

 

100%

 

Subsidiary

 

Investment holding

Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”)

 

December 28, 2009

 

PRC

 

49%

 

Equity investment

 

Real estate development

Shanghai Xin Xing Yang Real Estate Brokerage Company Limited (“SHXXY”)

 

September 28, 2011

 

PRC

 

20%

 

Equity investment

 

Property brokerage services

Shanghai Da Er Wei Trading Company Limited (“SHDEW”)

 

June 6, 2013

 

PRC

 

19.91%3

 

Equity investment

 

Import and export trading

Shanghai Hui Tian (“SHHT”)

 

July 25, 2014

 

PRC

 

100%

 

Subsidiary

 

Investment holding

Shanghai Shangyang Tianxi (“SHTX”)

July 25, 2014

PRC

19.91%

Subsidiary

Investment holding

Huaian Zhanbao Industrial Co., Ltd. (“HAZB”)

December 6, 2018

PRC

78.46%4

Subsidiary

Investment holding

Huaian Tianxi Real Estate Development Co., Ltd (“HATX”)

October, 2018

PRC

78.46%4

Subsidiary

Investment holding

Shanghai Taobuting Media Co., Ltd. (“TBT”)

July 1, 2020

PRC

7.5%

Subsidiary

Streaming platform

Shangyang International PTE. LTD. (“SYIP”)

August 19,2022

SINGAPORE

100%

Subsidiary

Investment holding

Shanghai Da Er Wei Industry Co., Ltd.(“DEWSY”)

Oct. 20, 2020

 

PRC

 

19.58%

Subsidiary

 

Investment holding

1.After an equity transaction in February 2015, the Company held equity in subsidiaries of SZSY as follows: SZXJY 49%, SHXJY 26% and Sunrise Real Estate Development Group, Inc. (CY-SRRE) 12.5%, totaling 75.25% equity interest in SZSY.
2.The Company and a shareholder of LYSY, who holds 46% equity interest in LYSY, entered into a voting agreement that the Company is entitled to exercise the voting rights in respect of her 46% equity interest in LYSY. The Company effectively holds 80% voting rights in LYSY and therefore considers LYSY as a subsidiary of the Company. On May 27, 2020, LYRL received 10% of the issued and outstanding shares of LYSY from Nanjing Longchang Real Estate Development Group. LYRL owned 34% of LYSY following the purchase.
3.On January 28, 2013, CY-SRRE, SZXJY and an unrelated party established a subsidiary in the PRC, SHXJYB, with CY-SRRE holding 15% equity interest and SZXJY holding 60% equity interest in SHXYJB.
4.In December 2019, SHDEW had an employee stock bonus where its employees received their issued shares. This resulted in the dilution of our ownership of SHDEW from 20.38% to 19.91%.
v3.24.2.u1
OTHER RECEIVABLES AND DEPOSITS, NET (Tables)
6 Months Ended
Jun. 30, 2024
OTHER RECEIVABLES AND DEPOSITS, NET  
Schedule of other receivables and deposit

    

June 30, 

    

December 31, 

2024

2023

Advances to staff

$

103,635

 

20,042

Rental deposits

 

709,619

 

719,354

Prepaid expense

 

49,143

 

48,462

Prepaid tax

 

5,699,792

 

6,242,218

Other receivables

 

2,196,622

 

2,283,757

$

8,758,811

$

9,321,913

v3.24.2.u1
PROPERTY AND EQUIPMENT, NET (Tables)
6 Months Ended
Jun. 30, 2024
PROPERTY AND EQUIPMENT, NET  
Schedule of property and equipment, net

    

June 30, 

    

December 31, 

2024

2023

Furniture and fixtures

$

241,486

$

260,488

Computer and office equipment

 

205,235

 

189,592

Motor vehicles

 

599,102

 

609,004

Properties

 

2,122,898

 

2,136,116

 

3,168,722

 

3,195,199

Less: Accumulated depreciation

 

(2,539,678)

 

(2,467,105)

$

629,044

$

728,094

v3.24.2.u1
INVESTMENT PROPERTIES, NET (Tables)
6 Months Ended
Jun. 30, 2024
INVESTMENT PROPERTIES, NET  
Schedule of investment properties, net

    

June 30, 

    

December 31, 

2024

2023

Investment properties

$

40,869,312

$

41,123,783

Less: Accumulated depreciation

 

(13,027,245)

 

(12,213,208)

$

27,842,067

$

28,910,575

v3.24.2.u1
AMOUNTS DUE TO DIRECTORS (Tables)
6 Months Ended
Jun. 30, 2024
AMOUNTS DUE TO DIRECTORS  
Schedule of amounts due to directors

    

June 30, 

    

December 31, 

2024

2023

Lin Chi-Jung

$

448,845

$

451,640

Lin Hsin-Hung

 

13,247

 

20,464

$

462,092

$

472,104

(a)The balances due to Lin Chi-Jung consist of temporary advances.

The balances are unsecured, interest-free and have no fixed term of repayment.

(b)The balances due to Lin Hsin-Hung are unsecured, interest-free and have no fixed term of repayment.
v3.24.2.u1
OTHER PAYABLES AND ACCRUED EXPENSES (Tables)
6 Months Ended
Jun. 30, 2024
OTHER PAYABLES AND ACCRUED EXPENSES  
Schedule of other payables and accrued expenses

    

June 30, 

    

December 31, 

2024

2023

Accrued staff commission and bonus

$

43,108

$

44,572

Rental deposits received

 

371,977

 

188,355

Bid bond

 

96,404

 

78,763

Dividends payable to non-controlling interest

 

178,801

 

189,977

Other payables

 

6,902,083

 

6,850,685

$

7,592,373

$

7,352,352

v3.24.2.u1
COMMITMENTS AND CONTINGENCIES (Tables)
6 Months Ended
Jun. 30, 2024
COMMITMENTS AND CONTINGENCIES  
Schedule of operating lease obligations maturity

    

Amount

Within one year

$

23,434

Two to five years

 

$

23,434

v3.24.2.u1
SEGMENT INFORMATION (Tables)
6 Months Ended
Jun. 30, 2024
SEGMENT INFORMATION  
Schedule of the company's operating segments

Three Months Ended June 30, 2024

Property

    

Brokerage

    

Real Estate

    

Investment

    

    

Services

    

Development

    

Transaction

    

Others

    

Total

Net revenues

    

$

91,122

$

4,357,288

$

$

$

4,448,410

Cost of revenues

 

(195,371)

(3,564,010)

(3,759,381)

Gross profit

 

(104,249)

793,278

689,029

Operating expenses

 

(83,789)

(269,835)

(353,624)

General and administrative expenses

 

(229,379)

(449,401)

(5,834)

(684,614)

Operating loss

 

(417,417)

74,042

(5,834)

(349,209)

Other income (expenses)

 

Interest income

 

58,964

6,721

1,516

67,201

Interest expense

 

(562,698)

(562,698)

Other income, Net

 

(197,345)

6,100

(3,079,985)

(3,271,230)

Total other (expenses) income

 

(138,381)

(549,877)

(3,079,985)

1,516

(3,766,727)

Income (loss) before income taxes

 

(555,799)

(475,835)

(3,079,985)

(4,318)

(4,115,936)

Income tax

 

(169,070)

(169,070)

Net Income(loss)

$

(555,799)

$

(644,905)

$

(3,079,985)

$

(4,318)

$

(4,285,006)

Six Months Ended June 30, 2024

    

Property

    

    

    

    

Brokerage

Real Estate

Investment

Services

    

Development

    

Transaction

    

Others

    

Total

Net revenues

$

129,105

$

6,219,019

$

$

$

6,348,124

Cost of revenues

 

(325,575)

(5,340,652)

(5,666,227)

Gross profit

 

(196,469)

878,366

681,897

Operating expenses

 

(185,773)

(485,706)

(671,479)

General and administrative expenses

 

(437,009)

(564,545)

(373,877)

(1,375,431)

Operating loss

 

(819,251)

(171,885)

(373,877)

(1,365,013)

Other income (expenses)

 

Interest income

 

26,262

15,748

79,888

121,898

Interest expense

 

(1,126,174)

(1,126,174)

Other income, Net

 

3,361

31,078

(6,579,629)

(6,545,190)

Total other (expenses) income

 

26,262

(1,107,065)

31,078

(6,499,741)

(7,549,466)

Income (loss) before income taxes

 

(792,989)

(1,278,950)

31,078

(6,873,618)

(8,914,479)

Income tax

 

(169,216)

(13,900)

(169,216)

Net Income(loss)

$

(792,989)

$

(1,448,166)

$

31,078

$

(6,887,518)

$

(9,083,695)

Three Months Ended June 30, 2023

Property

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

Net revenues

    

$

    

$

7,042,904

    

$

    

$

    

$

7,042,904

Cost of revenues

 

 

(5,956,385)

 

 

 

(5,956,385)

Gross profit

 

 

1,086,519

 

 

 

1,086,519

Operating expenses

 

 

(493,861)

 

 

 

(490,120)

General and administrative expenses

 

 

(722,900)

 

 

(5,834)

 

(728,734)

Operating loss

 

 

(130,242)

 

 

(5,834)

 

(132,335)

Other income (expenses)

 

 

 

 

 

Interest income

 

76,081

 

170,819

 

 

1,516

 

248,416

Interest expense

 

(569,810)

 

(212,568)

 

 

 

(782,378)

Other income, Net

 

(188,615)

 

(2,630)

 

1,309,182

 

 

1,117,937

Total other (expenses) income

 

(682,344)

 

(44,379)

 

1,309,182

 

1,516

 

583,975

Income (loss) before income taxes

 

(682,344)

 

(174,621)

 

1,309,182

 

(4,318)

 

451,640

Income tax

 

(250,864)

 

 

 

 

(250,864)

Net Income(loss)

$

(933,208)

$

(174,621)

$

1,309,182

$

(4,318)

$

200,776

Six Months Ended June 30, 2023

    

Property

    

    

  

    

  

    

  

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

Net revenues

$

202,009

$

12,574,657

$

$

$

12,776,666

Cost of revenues

 

(447,680)

 

(10,689,255)

 

 

 

(11,136,935)

Gross profit

 

(245,671)

 

1,885,402

 

 

 

1,639,731

Operating expenses

 

(86,428)

 

(854,171)

 

 

 

(940,599)

General and administrative expenses

 

(575,633)

 

(598,159)

 

 

(366,800)

 

(1,540,592)

Operating loss

 

(907,732)

 

433,072

 

 

(366,800)

 

(841,460)

Other income (expenses)

 

 

 

 

 

Interest income

 

16,853

 

300,334

 

 

178,234

 

495,420

Interest expense

 

 

(212,568)

 

 

(1,151,477)

 

(1,364,044)

Other income, Net

 

362,241

 

(2,913)

 

25,468

 

 

384,796

Total other (expenses) income

 

379,094

 

84,853

 

25,468

 

(973,243)

 

(483,828)

Income (loss) before income taxes

 

(528,638)

 

517,925

 

25,468

 

(1,340,043)

 

(1,325,288)

Income tax

 

(361,315)

 

 

 

 

(361,315)

Net Income (loss)

$

(889,953)

$

517,925

$

25,468

$

(1,340,043)

$

(1,686,603)

Property

Brokerage

Real Estate

Investment

    

Services

    

Development

    

Transaction

    

Others

    

Total

As of June 30, 2024

 

  

 

  

 

  

 

  

 

  

Real estate property under development

$

$

83,502,785

$

$

$

83,502,785

Total assets

 

12,282,871

113,291,506

31,064,753

39,164,342

195,803,472

As of June 30, 2023

 

Real estate property under development

117,569,883

117,569,883

Total assets

$

14,376,766

$

145,225,314

$

23,201,682

$

74,418,625

$

257,222,387

v3.24.2.u1
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2019
Nov. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Oct. 31, 2011
Wuhan Yuan Yu Long Real Estate Development Company Limited ("WHYYL")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Equity investment, Date of Incorporation Dec. 28, 2009          
Equity investment, Place of Incorporation PRC          
Equity investment, % of Ownership held by the Company 49.00%          
Equity investment, Principal Activity Real estate development          
Shanghai Xin Xing Yang Real Estate Brokerage Company Limited ("SHXXY")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Equity investment, Date of Incorporation Sep. 28, 2011          
Equity investment, Place of Incorporation PRC          
Equity investment, % of Ownership held by the Company 20.00%          
Equity investment, Principal Activity Property brokerage services          
Shanghai Da Er Wei Trading Company Limited ("SHDEW")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Equity investment, Date of Incorporation Jun. 06, 2013          
Equity investment, Place of Incorporation PRC          
Equity investment, % of Ownership held by the Company 19.91% 19.91% 20.38%      
Equity investment, Principal Activity Import and export trading          
Sunrise Real Estate Development Group, Inc. (CY-SRRE)            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Apr. 30, 2004          
Subsidiaries, Place of Incorporation Cayman Islands          
Subsidiaries, percentage of Ownership held by the Company 100.00%          
Subsidiaries, Principal Activity Investment holding          
Lin Ray Yang Enterprise Limited ("LRY")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Nov. 13, 2003          
Subsidiaries, Place of Incorporation British Virgin Islands          
Subsidiaries, percentage of Ownership held by the Company 100.00%          
Subsidiaries, Principal Activity Investment holding          
Shanghai Xin Ji Yang Real Estate Consultation Company Limited ("SHXJY")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Aug. 20, 2001          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 100.00%          
Subsidiaries, Principal Activity Property brokerage services          
Shanghai Shang Yang Real Estate consultation Company Limited ("SHSY")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Feb. 05, 2004          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 100.00%          
Subsidiaries, Principal Activity Property brokerage services          
Suzhou Shang Yang Real Estate Consultation Company Limited ("SZSY")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Nov. 24, 2006          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 75.25%          
Subsidiaries, Principal Activity Property brokerage and management services          
Suzhou Xi Ji Yang Real Estate Consultation Company Limited ("SZXJY")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Jun. 25, 2004          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 75.00%          
Subsidiaries, Principal Activity Property brokerage services          
Linyi Shangyang Real Estate Development Company Limited ("LYSY")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Oct. 13, 2011          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 34.00%         34.00%
Subsidiaries, Principal Activity Real estate development          
Sanya Shang Yang Real Estate Consultation Company Limited ("SYSY")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Sep. 18, 2008          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 100.00%          
Subsidiaries, Principal Activity Property brokerage services          
Shanghai Rui Jian Design Company Limited ("SHRJ")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Aug. 15, 2011          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 100.00%          
Subsidiaries, Principal Activity Property brokerage services          
Linyi Rui Lin Construction and Design Company Limited ("LYRL")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Mar. 06, 2012          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 100.00%          
Subsidiaries, Principal Activity Investment holding          
Shanghai Hui Tian ("SHHT")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Jul. 25, 2014          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 100.00%          
Subsidiaries, Principal Activity Investment holding          
Shanghai Shangyang Tianxi ("SHTX")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Jul. 25, 2014          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 19.91%          
Subsidiaries, Principal Activity Investment holding          
Huaian Zhanbao Industrial Co., Ltd. ("HAZB")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Dec. 06, 2018          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 78.46%          
Subsidiaries, Principal Activity Investment holding          
Huaian Zhanbao Industrial Co., Ltd. ("HAZB") | Huai'an Project            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, percentage of Ownership held by the Company       100.00% 78.46%  
Huaian Tianxi Real Estate Development Co., Ltd ("HATX")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Oct. 31, 2018          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 78.46%          
Subsidiaries, Principal Activity Investment holding          
Shanghai Taobuting MediaCo., Ltd. ("TBT")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Jul. 01, 2020          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 7.50%          
Subsidiaries, Principal Activity Streaming platform          
Shangyang International PTE. LTD. ("SYIP")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Aug. 19, 2022          
Subsidiaries, Place of Incorporation SINGAPORE          
Subsidiaries, percentage of Ownership held by the Company 100.00%          
Subsidiaries, Principal Activity Investment holding          
Shanghai Da Er Wei Industry Co., Ltd.("DEWSY")            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Subsidiaries, Date of Incorporation Oct. 20, 2020          
Subsidiaries, Place of Incorporation PRC          
Subsidiaries, percentage of Ownership held by the Company 19.58%          
Subsidiaries, Principal Activity Investment holding          
v3.24.2.u1
ORGANIZATION AND DESCRIPTION OF BUSINESS - Additional Information (Details)
1 Months Ended
May 27, 2020
Feb. 28, 2015
Jun. 30, 2024
Dec. 31, 2019
Nov. 30, 2019
Jan. 28, 2013
Shareholder Of Szsy            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Percentage of additional equity interest acquired (as a percent)   12.50%        
Shareholder LYSY            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Percentage of additional equity interest acquired (as a percent) 46.00%          
SHDEW            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Percentage of ownership held by the company     19.91% 19.91% 20.38%  
Shareholder Of Lysy            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Percentage of equity interest in subsidiary sold to related party 46.00%          
Percentage of equity interest in subsidiary transferred to parent 80.00%          
Shareholder of SZXJY            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Owners non controlling interest, ownership percentage           60.00%
Shareholder of CY SRRE            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Owners non controlling interest, ownership percentage           15.00%
Linyi Rui Lin Construction and Design Company Limited ("LYRL") | Nanjing Longchang Real Estate Development Group            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Percentage of issued and outstanding shares received 10.00%          
Owners non controlling interest, ownership percentage 34.00%          
Shareholder Of Szsy            
ORGANIZATION AND DESCRIPTION OF BUSINESS            
Percentage of equity interest in subsidiary sold to related party   49.00%        
Percentage of equity interest in subsidiary transferred to parent   26.00%        
Equity interest   75.25%        
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Aug. 12, 2024
item
Sep. 30, 2020
CNY (¥)
May 31, 2015
item
Mar. 31, 2012
item
Jun. 30, 2024
USD ($)
Dec. 31, 2020
item
Dec. 31, 2019
item
Jun. 30, 2024
CNY (¥)
Dec. 31, 2023
USD ($)
Dec. 31, 2023
CNY (¥)
Mar. 31, 2019
Dec. 31, 2018
Oct. 31, 2018
Oct. 31, 2011
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Foreign currency exchange rate translation         $ 1     ¥ 7.1268 $ 1 ¥ 7.095        
Significant influence ownership interest (as of percentage)         20.00%                  
Linyi Shangyang Real Estate Development Company Limited ("LYSY")                            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Subsidiaries, percentage of Ownership held by the Company         34.00%     34.00%           34.00%
Linyi Shangyang Real Estate Development Company Limited ("LYSY") | Linyi Project                            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Property land acquired or purchased (Square meters) | m²   54,312   103,385                    
Number of Phases       3                    
Amount paid for purchasing additional land property | ¥   ¥ 228,000,000                        
Linyi Shangyang Real Estate Development Company Limited ("LYSY") | Linyi Project | Phase 1                            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Construction completed (Units)     121                      
Linyi Shangyang Real Estate Development Company Limited ("LYSY") | Linyi Project | Phase 1 | Subsequent event                            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Number of units sold 119                          
Linyi Shangyang Real Estate Development Company Limited ("LYSY") | Linyi Project | Phase 2                            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Construction completed (Units)           84                
Number of units sold           84                
Linyi Shangyang Real Estate Development Company Limited ("LYSY") | Linyi Project | Phase 3 | Subsequent event                            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Number of units pre sold 30                          
Number of units 51                          
Huaian Zhanbao Industrial Co., Ltd. ("HAZB")                            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Subsidiaries, percentage of Ownership held by the Company         78.46%     78.46%            
Huaian Zhanbao Industrial Co., Ltd. ("HAZB") | Huai'an Project                            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Subsidiaries, percentage of Ownership held by the Company                     100.00% 78.46%    
Huaian Zhanbao Industrial Co., Ltd. ("HAZB") | Huai'an Project | Phase 1                            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Property land acquired or purchased (Square meters) | m²             82,218              
Number of units             679              
Huaian Zhanbao Industrial Co., Ltd. ("HAZB") | Huai'an Project | Phase 1 | Subsequent event                            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Number of units sold 664                          
Number of units 679                          
Huaian Zhanbao Industrial Co., Ltd. ("HAZB") | Huai'an Project | Phase 2                            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Property land acquired or purchased (Square meters) | m²           99,123                
Number of units           873                
Huaian Zhanbao Industrial Co., Ltd. ("HAZB") | Huai'an Project | Phase 2 | Subsequent event                            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Number of units sold 503                          
Number of units 873                          
HATX | Huai'an Project                            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
Property land acquired or purchased (Square meters) | m²                         78,030  
v3.24.2.u1
RESTRICTED CASH (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
RESTRICTED CASH    
Restricted cash deposits $ 2,210,499 $ 2,723,667
v3.24.2.u1
TRANSACTIONAL FINANCIAL ASSETS (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
TRANSACTIONAL FINANCIAL ASSETS    
Transactional financial assets $ 17,416,588 $ 26,505,532
Bank wealth management investment products    
TRANSACTIONAL FINANCIAL ASSETS    
Transactional financial assets $ 17,416,588  
Minimum    
TRANSACTIONAL FINANCIAL ASSETS    
Investment holdings, annualized rate of return 2.08%  
Maximum    
TRANSACTIONAL FINANCIAL ASSETS    
Investment holdings, annualized rate of return 3.30%  
v3.24.2.u1
REAL ESTATE PROPERTY UNDER DEVELOPMENT (Details)
12 Months Ended
Aug. 12, 2024
item
Dec. 31, 2020
item
Dec. 31, 2019
item
Jun. 30, 2024
USD ($)
Mar. 31, 2019
Dec. 31, 2018
Oct. 31, 2018
HAZB              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Noncontrolling interest, ownership percentage by parent       78.46%      
HATX project              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Noncontrolling interest, ownership percentage by parent       78.46%      
Linyi project              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Site area | m²       103,385      
Linyi project | Phase 1 | Subsequent event              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Number of villas sold 119            
Total number of villas 121            
Linyi project | Phase 2 | Subsequent event              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Number of villas sold 84            
Linyi project | Phase 3 | Subsequent event              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Number of units pre sold 30            
Number of units 51            
Huai'an Project | HAZB              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Noncontrolling interest, ownership percentage by parent         100.00% 78.46%  
Huai'an Project | HATX project              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Property land acquired or purchased (Square meters) | m²             78,030
Huai'an Project | Phase 1 | HAZB              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Number of units     679        
Property land acquired or purchased (Square meters) | m²     82,218        
Huai'an Project | Phase 1 | HAZB | Subsequent event              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Number of units 679            
Number of units sold 664            
Huai'an Project | Phase 2 | HAZB              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Number of units   873          
Property land acquired or purchased (Square meters) | m²   99,123          
Huai'an Project | Phase 2 | HAZB | Subsequent event              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Number of units 873            
Number of units sold 503            
Land use rights              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Real estate property under development totaled | $       $ 83,502,785      
v3.24.2.u1
OTHER RECEIVABLES AND DEPOSITS, NET (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
OTHER RECEIVABLES AND DEPOSITS, NET    
Advances to staff $ 16,102,627 $ 16,203,433
Rental deposits 709,619 719,354
Prepaid expense 49,143 48,462
Prepaid tax 5,699,792 6,242,218
Other receivables 2,196,622 2,283,757
Other receivables and deposit, net 8,758,811 9,321,913
Allowance for doubtful other receivables and deposits 1,959,728 1,265,984
Employees    
OTHER RECEIVABLES AND DEPOSITS, NET    
Advances to staff $ 103,635 $ 20,042
v3.24.2.u1
PROPERTY AND EQUIPMENT, NET (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
PROPERTY AND EQUIPMENT, NET    
Property and equipment, gross $ 3,168,722 $ 3,195,199
Less: Accumulated depreciation (2,539,678) (2,467,105)
Property and equipment, net 629,044 728,094
Furniture and fixtures    
PROPERTY AND EQUIPMENT, NET    
Property and equipment, gross 241,486 260,488
Computer and office equipment    
PROPERTY AND EQUIPMENT, NET    
Property and equipment, gross 205,235 189,592
Motor vehicles    
PROPERTY AND EQUIPMENT, NET    
Property and equipment, gross 599,102 609,004
Properties    
PROPERTY AND EQUIPMENT, NET    
Property and equipment, gross $ 2,122,898 $ 2,136,116
v3.24.2.u1
PROPERTY AND EQUIPMENT, NET - Additional Information (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
PROPERTY AND EQUIPMENT, NET    
Depreciation and amortization expense $ 1,004,617 $ 1,179,643
Property and Equipment    
PROPERTY AND EQUIPMENT, NET    
Depreciation and amortization expense $ 1,004,617 $ 1,179,643
v3.24.2.u1
INVESTMENT PROPERTIES, NET (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
INVESTMENT PROPERTIES, NET    
Investment properties $ 40,869,312 $ 41,123,783
Less: Accumulated depreciation (13,027,245) (12,213,208)
Investment properties, net $ 27,842,067 $ 28,910,575
v3.24.2.u1
INVESTMENT PROPERTIES, NET - Additional Information (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
INVESTMENT PROPERTIES, NET    
Depreciation and amortization expense for investment properties $ 892,505 $ 1,061,518
v3.24.2.u1
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Dec. 31, 2019
Nov. 30, 2019
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE        
Amount invested $ 13,010,327 $ 13,091,335    
SHDEW        
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE        
Subsidiaries, percentage of Ownership held by the Company 19.91%      
SHTX        
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE        
Subsidiaries, percentage of Ownership held by the Company 19.91%      
Amount invested $ 28,063      
SHDEW        
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE        
Equity investment, % of Ownership held by the Company 19.91%   19.91% 20.38%
Amount invested $ 12,432,794      
Shanghai Da Er Wei Industry Co., Ltd.("DEWSY")        
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE        
Equity investment, % of Ownership held by the Company 19.58%      
Amount invested $ 549,470      
v3.24.2.u1
OTHER INVESTMENTS, NET (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
OTHER INVESTMENTS, NET    
Other investments $ 637,838 $ 641,810
Impairment charges on other investments 0 0
ASU 2016-01    
OTHER INVESTMENTS, NET    
Other investments $ 637,838 $ 641,810
v3.24.2.u1
PROMISSORY NOTES PAYABLE (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
PROMISSORY NOTES PAYABLE    
Interest expenses related to promissory notes $ 0  
Unsecured Notes Payable One    
PROMISSORY NOTES PAYABLE    
Outstanding principal and unpaid interest 1,403,154 $ 1,411,891
Unsecured Notes Payable Two    
PROMISSORY NOTES PAYABLE    
Outstanding principal and unpaid interest 701,577 $ 705,946
Principal amount $ 701,577  
Interest rate 0.00%  
v3.24.2.u1
AMOUNTS DUE TO DIRECTORS (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
AMOUNTS DUE TO DIRECTORS    
Amounts due to directors $ 462,092 $ 472,104
Lin Chi-Jung    
AMOUNTS DUE TO DIRECTORS    
Amounts due to directors 448,845 451,640
Lin Hsin-Hung    
AMOUNTS DUE TO DIRECTORS    
Amounts due to directors $ 13,247 $ 20,464
v3.24.2.u1
OTHER PAYABLES AND ACCRUED EXPENSES (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
OTHER PAYABLES AND ACCRUED EXPENSES    
Accrued staff commission and bonus $ 43,108 $ 44,572
Rental deposits received 371,977 188,355
Bid bond 96,404 78,763
Other payables 6,902,083 6,850,685
Dividends payable to non-controlling interest 178,801 189,977
Other payables $ 7,592,373 $ 7,352,352
v3.24.2.u1
ACCOUNTS PAYABLE (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
ACCOUNTS PAYABLE    
Accounts payable $ 20,637,485 $ 24,885,181
Linyi project    
ACCOUNTS PAYABLE    
Unpaid project development fees $ 2,996,876  
Huaian Tianxi Real Estate Development Co., Ltd ("HATX")    
ACCOUNTS PAYABLE    
Unpaid project development fees   $ 16,575,353
v3.24.2.u1
AMOUNT DUE TO AFFILIATES (Details)
Jun. 30, 2024
USD ($)
JXSY  
AMOUNT DUE TO AFFILIATES  
Amount due to an affiliate $ 496,667
SHSJ, a shareholder of HATX  
AMOUNT DUE TO AFFILIATES  
Amount due to an affiliate $ 32,495,906
v3.24.2.u1
CUSTOMER DEPOSITS (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
CUSTOMER DEPOSITS    
Customer Deposits, Current $ 25,101,324 $ 23,318,011
Linyi project    
CUSTOMER DEPOSITS    
Customer Deposits, Current 10,883,192  
Huaian Tianxi Real Estate Development Co., Ltd ("HATX")    
CUSTOMER DEPOSITS    
Customer Deposits, Current $ 14,188,620  
v3.24.2.u1
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES    
Rental expenses under operating leases $ 29,352 $ 57,414
v3.24.2.u1
COMMITMENTS AND CONTINGENCIES - Schedule of operating lease obligations (Details)
Jun. 30, 2024
USD ($)
COMMITMENTS AND CONTINGENCIES  
Within one year $ 23,434
Two to five years 0
Operating lease obligations $ 23,434
v3.24.2.u1
STATUTORY RESERVE (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
STATUTORY RESERVE    
Statutory reserve $ 3,986,618 $ 3,986,618
PRC corporate    
STATUTORY RESERVE    
Minimum percentage of profits after tax to be transferred to statutory reserve 10.00%  
Percentage on registered capital of statutory reserve maintenance 50.00%  
PRC subsidiary    
STATUTORY RESERVE    
Minimum percentage of profits after tax to be transferred to statutory reserve 10.00%  
Percentage on registered capital of statutory reserve maintenance 50.00%  
Statutory reserve $ 3,986,618 $ 3,986,618
v3.24.2.u1
SEGMENT INFORMATION (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
SEGMENT INFORMATION          
Net revenues $ 4,448,410 $ 7,042,904 $ 6,348,124 $ 12,776,666  
Cost of revenues (3,759,381) (5,956,385) (5,666,227) (11,136,935)  
Gross profit (loss) 689,029 1,086,519 681,897 1,639,731  
Operating expenses (353,624) (490,120) (671,479) (940,599)  
General and administrative expenses (684,614) (728,734) (1,375,431) (1,540,592)  
Operating profit (loss) (349,209) (132,335) (1,365,013) (841,460)  
Other income (expenses)          
Interest income 67,201 248,416 121,898 495,420  
Interest expense 562,698 782,378 1,126,174 1,364,044  
Other income, Net (3,271,230) 1,117,937 (6,545,190) 384,796  
Total other Income (loss) (3,766,727) 583,975 (7,549,466) (483,828)  
Income (loss) before income taxes (4,115,936) 451,640 (8,914,479) (1,325,288)  
Income tax 169,070 250,864 169,216 361,315  
Net income (loss) (4,285,006) 200,776 (9,083,695) (1,686,603)  
Total assets 195,803,472   195,803,472   $ 207,875,056
Operating Segments          
SEGMENT INFORMATION          
Net revenues 4,448,410 7,042,904 6,348,124 12,776,666  
Cost of revenues (3,759,381) (5,956,385) (5,666,227) (11,136,935)  
Gross profit (loss) 689,029 1,086,519 681,897 1,639,731  
Operating expenses (353,624) (490,120) (671,479) (940,599)  
General and administrative expenses (684,614) (728,734) (1,375,431) (1,540,592)  
Operating profit (loss) (349,209) (132,335) (1,365,013) (841,460)  
Other income (expenses)          
Interest income 67,201 248,416 121,898 495,420  
Interest expense (562,698) (782,378) (1,126,174) (1,364,044)  
Other income, Net (3,271,230) 1,117,937 (6,545,190) 384,796  
Total other Income (loss) (3,766,727) 583,975 (7,549,466) (483,828)  
Income (loss) before income taxes (4,115,936) 451,640 (8,914,479) (1,325,288)  
Income tax (169,070) (250,864) (169,216) (361,315)  
Net income (loss) (4,285,006) 200,776 (9,083,695) (1,686,603)  
Real estate property under development 83,502,785 117,569,883 83,502,785 117,569,883  
Total assets 195,803,472 257,222,387 195,803,472 257,222,387  
Property Brokerage Services | Operating Segments          
SEGMENT INFORMATION          
Net revenues 91,122 0 129,105 202,009  
Cost of revenues (195,371) 0 (325,575) (447,680)  
Gross profit (loss) (104,249) 0 (196,469) (245,671)  
Operating expenses (83,789) 0 (185,773) (86,428)  
General and administrative expenses (229,379) 0 (437,009) (575,633)  
Operating profit (loss) (417,417) 0 (819,251) (907,732)  
Other income (expenses)          
Interest income 58,964 76,081 26,262 16,853  
Interest expense 0 (569,810) 0 0  
Other income, Net (197,345) (188,615) 0 362,241  
Total other Income (loss) (138,381) (682,344) 26,262 379,094  
Income (loss) before income taxes (555,799) (682,344) (792,989) (528,638)  
Income tax 0 (250,864) 0 (361,315)  
Net income (loss) (555,799) (933,208) (792,989) (889,953)  
Real estate property under development 0 0 0 0  
Total assets 12,282,871 14,376,766 12,282,871 14,376,766  
Real Estate Development | Operating Segments          
SEGMENT INFORMATION          
Net revenues 4,357,288 7,042,904 6,219,019 12,574,657  
Cost of revenues (3,564,010) (5,956,385) (5,340,652) (10,689,255)  
Gross profit (loss) 793,278 1,086,519 878,366 1,885,402  
Operating expenses (269,835) (493,861) (485,706) (854,171)  
General and administrative expenses (449,401) (722,900) (564,545) (598,159)  
Operating profit (loss) 74,042 (130,242) (171,885) 433,072  
Other income (expenses)          
Interest income 6,721 170,819 15,748 300,334  
Interest expense (562,698) (212,568) (1,126,174) (212,568)  
Other income, Net 6,100 (2,630) 3,361 (2,913)  
Total other Income (loss) (549,877) (44,379) (1,107,065) 84,853  
Income (loss) before income taxes (475,835) (174,621) (1,278,950) 517,925  
Income tax (169,070) 0 (169,216) 0  
Net income (loss) (644,905) (174,621) (1,448,166) 517,925  
Real estate property under development 83,502,785 117,569,883 83,502,785 117,569,883  
Total assets 113,291,506 145,225,314 113,291,506 145,225,314  
Investment Transaction | Operating Segments          
SEGMENT INFORMATION          
Net revenues 0 0 0 0  
Cost of revenues 0 0 0 0  
Gross profit (loss) 0 0 0 0  
Operating expenses 0 0 0 0  
General and administrative expenses 0 0 0 0  
Operating profit (loss) 0 0 0 0  
Other income (expenses)          
Interest income 0 0 0 0  
Interest expense 0 0 0 0  
Other income, Net (3,079,985) 1,309,182 31,078 25,468  
Total other Income (loss) (3,079,985) 1,309,182 31,078 25,468  
Income (loss) before income taxes (3,079,985) 1,309,182 31,078 25,468  
Income tax 0 0 0 0  
Net income (loss) (3,079,985) 1,309,182 31,078 25,468  
Real estate property under development 0 0 0 0  
Total assets 31,064,753 23,201,682 31,064,753 23,201,682  
Others | Operating Segments          
SEGMENT INFORMATION          
Net revenues 0 0 0 0  
Cost of revenues 0 0 0 0  
Gross profit (loss) 0 0 0 0  
Operating expenses 0 0 0 0  
General and administrative expenses (5,834) (5,834) (373,877) (366,800)  
Operating profit (loss) (5,834) (5,834) (373,877) (366,800)  
Other income (expenses)          
Interest income 1,516 1,516 79,888 178,234  
Interest expense 0 0 0 (1,151,477)  
Other income, Net 0 0 (6,579,629) 0  
Total other Income (loss) 1,516 1,516 (6,499,741) (973,243)  
Income (loss) before income taxes (4,318) (4,318) (6,873,618) (1,340,043)  
Income tax 0 0 (13,900) 0  
Net income (loss) (4,318) (4,318) (6,887,518) (1,340,043)  
Real estate property under development 0 0 0 0  
Total assets $ 39,164,342 $ 74,418,625 $ 39,164,342 $ 74,418,625  

Sunrise Real Estate (PK) (USOTC:SRRE)
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