UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended September 30, 2016

 

¨ 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. 638, Hengfeng Road 25th Fl, Building A

Shanghai, PRC 200070

(Address of Principal Executive Offices) (Zip Code)

 

Issuer's telephone number: + 86-21-6167-2800

 

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  x

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes  ¨   No   x

 

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 ¨     (Do not check if a smaller reporting company) Smaller reporting company x
  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  x

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: December 15, 2017 –68,691,925 shares of Common Stock

 

 

 

 

 

FORM 10-Q

 

For the Quarter Ended September 30, 2016

 

INDEX

    Page
PART I. FINANCIAL INFORMATION   3
Item 1. Financial Statements (Unaudited)   3
  Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015   3
  Condensed Consolidated Statements of Operations for The Nine Months Ended September 30, 2016 and 2015   4
  Condensed Consolidated Statements of Comprehensive Loss for The Nine Months Ended September 30, 2016 and 2015  
  Condensed Consolidated Statements of Cash Flows for The Nine Months Ended September 30 , 2016 and 2015   5
  Notes to Condensed Consolidated Financial Statements   6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   20
Item 3. Quantitative and Qualitative Disclosures About Market Risk   28
Item 4. Controls and Procedures   28
       
PART II. OTHER INFORMATION   29
Item 1. Legal Proceedings   29
Item 1A Risk Factors   29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   29
Item 3. Defaults Upon Senior Securities   29
Item 4. Mine Safety Disclosures   29
Item 5. Other Information   29
Item 6. Exhibits   29
       
SIGNATURES   30

  

  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)

 

    September 30,     December 31,  
    2016     2015  
ASSETS                
                 
Current assets                
Cash and cash equivalents   $ 10,992,765     $ 943,517  
Restricted cash (Note 3)     289,066       143,590  
Accounts receivable     709,597       1,287,277  
Promissory deposits (Note 4)     183,827       1,205,427  
Real estate property under development (Note 5)     79,356,356       77,777,167  
Amount due from an unconsolidated affiliate (Note 9)     2,869,765       2,508,251  
Other receivables and deposits, net (Note 6)     4,137,228       2,015,307  
                 
Total current assets     98,538,604       85,880,536  
                 
Property and equipment, net (Note 7)     1,514,822       7,536,158  
Investment properties, net (Note8)     4,608,448       5,008,609  
Deferred tax assets (Note 15)     283,320       142,111  
Investment in an unconsolidated affiliate (Note 9)     27,325,216       7,562,821  
Other investments     149,750       153,997  
                 
Total assets   $ 132,420,160     $ 106,284,232  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)                
                 
Current liabilities                
Bank loans (Note 10)   $ 5,846,207     $ 8,650,025  
Current portion of long term borrowings (Note 11)     299,500       4,619,933  
Promissory notes payable (Note12)     3,986,987       8,123,596  
Accounts payable (Note 15)     4,149,928       7,467,199  
Amounts due to directors (Note 13)     7,762,149       10,980,554  
Amount due to an affiliate (Note 16)     37,604,509       32,516,032  
Customer deposits (Note 17)     46,640,851       18,138,065  
Other payables and accrued expenses (Note 14)     1,304,676       1,496,936  
Other taxes payable     262,768       303,848  
Income taxes payable     109,833       110,394  
                 
Total current liabilities     107,967,408       92,406,582  
                 
Long term bank loan (Note 11)     10,781,994       18,479,734  
Deferred government subsidy (Note 18)     4,968,016       5,108,941  
                 
Total liabilities     123,717,418       115,995,257  
                 
Commitments and contingencies (Note 19)                
                 
Shareholders’ equity                
Common stock, par value $0.01 per share; 200,000,000 shares Authorized; 68,691,925 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively     686,919       686,919  
Additional paid-in capital     7,570,008       7,570,008  
Statutory reserve (Note 20)     851,729       851,729  
Accumulated losses     (5,202,106 )     (24,545,524 )
Accumulated other comprehensive income     970,988       889,565  
                 
Total deficit of Sunrise Real Estate Group, Inc.     4,877,538       (14,547,303 )
Non-controlling interests     3,825,204       4,836,278  
                 
Total shareholders’ equity     8,702,742       (9,711,025 )
                 
Total liabilities and shareholders’ equity   $ 132,420,160     $ 106,284,232  

 

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 September 30,     Nine Months Ended September 30,  
    2016     2015     2016     2015  
                         
Net revenues   $ 1,118,449     $ 1,365,006     $ 4,061,308     $ 3,713,715  
Cost of revenues     (704,225 )     (802,410 )     (2,183,641 )     (2,154,475 )
                                 
Gross profit (loss)     414,224       562,596       1,877,667       1,559,240  
                                 
Operating expenses     (634,404 )     (481,179 )     (1,802,309 )     (1,545,650 )
General and administrative expenses     (874,177 )     (870,672 )     (2,367,895 )     (2,814,616 )
                                 
Operating profit (loss)     (1,094,357 )     (789,255 )     (2,292,537 )     (2,801,026 )
                                 
Other income (expenses)                                
Interest income     10,781       37,053       48,637       95,721  
Interest expense     (506,351 )     (1,283,377 )     (1,950,309 )     (2,593,168 )
Equity in net gain (loss) of affiliate     10,986,079       (839,737 )     19,347,166       (1,377,838 )
Other income (loss), net     (17,181 )     1,235       3,111,277       (245,879 )
                                 
Total Other Income (Expenses)     10,473,328       (2,084,826 )     20,556,771       (4,121,164 )
                                 
Income (Loss) before income taxes     9,378,971       (2,874,081 )     18,264,234       (6,922,190 )
                                 
Income tax benefit (expense)     57,084       21,512       144,700       118,444  
                                 
Net income (loss)     9,436,055       (2,852,569 )     18,408,934       (6,803,746 )
                               
Less: Net income (loss) attributable to non-controlling interests     414,790       499,846       934,484       1,435,512  
Net income (loss) attributable to shareholders of Sunrise Real Estate Group, Inc.   $ 9,850,845     $ (2,352,723 )   $ 19,343,418     $ (5,368,234 )
Net income (loss)     9,436,055       (2,852,568 )     18,408,934       (6,803,746 )
                                 
Other comprehensive income (loss) Foreign currency translation adjustment     (83,956 )     285,980       4,835       155,681  
Comprehensive income (loss)     9,352,099       (2,566,588 )     18,413,769       (6,648,065 )
                                 
Less: Comprehensive (income) loss attributable to non-controlling interests     442,146       680,639       1,011,074     $ 2,322,919  
Total comprehensive income (loss) attributable to shareholders of Sunrise Real Estate Group, Inc.     9,794,245       (1,885,949 )     19,424,843       (4,325,146 )
Loss per share – basic and fully diluted   $ 0.14     $ (0.03 )   $ 0.28       (0.06 )
                                 
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. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in U.S. Dollars)

 

    Nine Months Ended September 30,  
    2016     2015  
Cash flows from operating activities                
Net income (loss)   $ 18,408,934     $ (6,803,746 )
                 
Adjustments to reconcile net income (loss) to net cash                
used in operating activities                
Depreciation and amortization     475,818       779,652  
Bad debts     -       190,510  
Impairment loss on equity investments     -       1,014,169  
Loss (Gain) on disposal of property, plant and equipment     (3,130,795 )     573  
Equity in net loss (income) of an unconsolidated affiliate     (19,347,166 )     363,668  
Changes in assets and liabilities                
Accounts receivable     549,980       (575,901 )
Promissory deposits     1,002,582       (77,640 )
Real estate property under development     (3,778,226 )     (9,056,595 )
Customer Deposits     29,420,771       3,913,109  
Amount due from unconsolidated affiliates     17,387       208,735  
Other receivables and deposits     (2,347,511 )     (55,163 )
Deferred tax assets     (147,219 )     (116,457 )
Accounts payable     (3,156,101 )     (2,060,055 )
Other payables and accrued expenses     (153,143 )     187,571  
Interest payable on promissory notes     278,204       2,056,804  
Interest payable on amounts due to directors     738,407       852,478  
Other taxes payable     (33,169 )     64,667  
Income taxes payable     2,520       (3,312 )
Net cash provided by (used in) operating activities     18,801,273       (9,116,933 )
                 
Cash flows from investing activities                
Purchases of property and equipment     (80,161 )     (184,600 )
Capital injection to unconsolidated affiliates     (911,439 )     (781,250 )
Advances to unconsolidated affiliates, net     (456,221 )     (392,393 )
Proceeds from disposal of plant and equipment     9,032,173       -  
Repayment of advances to unconsolidated affiliate     1,929       226,449  
                 
Net cash provided by (used in) investing activities     7,586,281       (1,131,794 )
                 
Cash flows from financing activities                
Restricted cash     (151,589 )     1,394,747  
Bank loan repayments     (29,240,625 )     (6,152,308 )
Capital injection from non-controlling interests of consolidated subsidiaries     60,763       40,437  
New bank loans     15,099,420       12,898,327  
Advances from directors     125,195       2,642,041  
Repayments of advances from directors     (3,824,244 )     (4,571,617 )
Advances from an affiliate     80,913,751       7,305,512  
Repayments from an affiliate     (74,842,160 )     (2,066,935 )
Proceeds from new promissory notes     1,800,033       294,989  
Repayments of promissory notes     (5,918,433 )     (2,540,561 )
Net cash used in (provided by) financing activities     (15,977,889 )     9,244,632  
                 
Effect of exchange rate changes on cash and cash equivalents     (360,417 )     307,613  
                 
Net increase (decrease) in cash and cash equivalents     10,049,248       (696,482 )
Cash and cash equivalents at beginning of period     943,517       1,626,583  
Cash and cash equivalents at end of period   $ 10,992,765     $ 930,101  
                 
Supplemental disclosure of cash flow information                
Income taxes paid   $ -     $ 71,568  
Interest paid     3,189,023       3,741,960  

 

See accompanying notes to consolidated financial statements.

 

  5  

 

 

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”, “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 September 30, 2016, the Company has the following major subsidiaries and equity investment.

 

Company Name   Date of
Incorporation
  Place of
Incorporation
  % of
Ownership
held by the
Company
  Relationship
with the
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 Real Estate consultation Company Limited (“SHSY”)   February 5, 2004   PRC   100%   Subsidiary   Property brokerage services
Suzhou Gao Feng Hui Property Management Company Limited (“SZGFH”)   January 10, 2005   PRC   100%   Subsidiary   Property management and leasing services
Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”)   November 24, 2006   PRC   38.5%*   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   24%**   Subsidiary   Real estate development
Shangqiu Shang Yang Real Estate Consultation Company Limited (“SQSY”)   October 20, 2010   PRC   100%   Subsidiary   Property brokerage services
Wuhan Gao Feng Hui Consultation Company Limited (“WHGFH”)   November 10, 2010   PRC   60%   Subsidiary   Property brokerage services
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
Putian Xin Ji Yang Real Estate Consultation Company Limited (“PTXJY”)   June 5, 2012   PRC   100%   Subsidiary   Property brokerage services
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   40%   Equity investment   Property brokerage services
Xin Guang Investment Management and Consulting Company Limited (“ XG ”)   December 17, 2012   PRC   49%   Equity investment   Investment management and consulting
Shanghai Da Er Wei Trading Company Limited (“SHDEW”)   June 6, 2013   PRC   30%   Equity investment   Import and export trading
Shanghai Hui Tian (“SHHT”)   July 25, 2014   PRC   100%   Subsidiary   Investment holding
Shanghai Tian Xi (“SHSYTX”)   August 19, 2014   PRC   100%   Subsidiary   Investment holding
Shenzhen Hui Tian (“SZHT”)   October 15, 2014   PRC   100%   Subsidiary   Investment holding
Chongqing Nongxin Shangyang Equity Investment Fund Management Co., Ltd(“CQNXSY”)   January 14, 2015   PRC   65%   Subsidiary   Investment holding
Suzhou Shangyang Huitian Wealth Investment Management Co,. Ltd   January 14, 2015   PRC   75%   Subsidiary   Investment holding

 

* The Company and a shareholder of SZSY, which holds 12.5% equity interest in SZSY, entered into a voting agreement that the Company is entitled to exercise the voting rights in respect of the shareholder’s 12.5% equity interest in SZSY. The Company effectively holds 51% voting rights in SZSY and therefore considers SZSY as a subsidiary of the Company.
** The Company and a shareholder of LYSY, which holds 51% equity interest in LYSY, entered into a voting agreement that the Company is entitled to exercise the voting rights in respect of her 51% equity interest in LYSY. The Company effectively holds 75% voting rights in LYSY and therefore considers LYSY as a subsidiary of the Company.

 

  6  

 

 

The accompanying condensed consolidated balance sheet as of December 31, 2015, which has been derived from the audited consolidated financial statements and the accompanying unaudited condensed consolidated financial statements, have 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 SRRE as of September 30, 2016 and the results of operations for the nine months ended September 30, 2016 and 2015, and the cash flows for the nine months ended September 30, 2016 and 2015. 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, 2015. The results of operations for the nine months ended September 30, 2016 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.

 

  7  

 

 

Going Concern

 

The Company’s condensed consolidated financial statements have been prepared on a going concern, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As of September 30, 2016, the Company has a working capital deficiency and significant short-term debt obligations currently in default or maturing in less than one year. These factors raise substantial doubts about the Company’s ability to continue as a going concern.

 

Management believes that the Company will generate sufficient cash flows to fund its operations and to meet its obligations on timely basis for the next twelve months by successful implementation of its business plans, obtaining continued support from its lenders to rollover debts when they became due, and securing additional financing as needed. There is no assurance that the Company will be able to obtain additional financing on acceptable terms and any financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations in the case of debt financing, or cause substantial dilution for our shareholders in the case of equity financing. If events or circumstances occur that the Company is unable to successfully implement its business plans, fails to obtain continued supports from its lenders or to secure additional financing, or incurs significant unplanned cash outlays, the Company may be required to suspend operations or cease business entirely.

 

The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

  8  

 

 

Foreign Currency Translation and Transactions

 

The functional currency of SRRE, CY-SRRE and LRY is U.S. dollars (“$”) and their financial records are maintained and the financial statements 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. Gain and loss 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 September 30, 2016 and December 31, 2015 are $1: RMB6.6778 and $1: RMB6.4936, 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.

 

For the nine months ended September 30, 2016 and 2015, the Company had not recognized any impairment for real estate property under development.

 

Long Term Investments

 

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

 

  9  

 

 

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 does 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 value of the investment that is other than temporary. The Company recorded 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 cost method. 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 cost method and any decline in value is included in impairment of cost of the investment.

 

Government Subsidies

 

Government subsidies include cash subsidies received by the Company’s subsidiaries in the PRC from local governments.

 

In recognizing the benefit of government subsidies in accordance with U.S. GAAP, the Company considers intended use of and restrictions of the subsidy, the requirements for the receipt of funds, and whether or not the incentive is given for immediate financial support, or to encourage activities such as land development in specified area. Each grant is evaluated to determine the propriety of classification on the consolidated statements of operations and consolidated balance sheets. Those grants that are substantively reimbursements of specified costs are matched with those costs and recorded as a reduction in costs. Those benefits that are more general in nature or driven by business performance measures are classified as revenue.

 

Government subsidy was received in 2012 and the company recorded it as deferred government subsidy in balance sheets. As of September 30, 2016 and December 31, 2015, the balance of deferred government subsidy was $4,968,016 and $5,108,940, respectively. The subsidy is given to reimburse the land acquisition costs and certain construction costs incurred for the Company’s property development project in Linyi, and are repayable if the Company fails to complete the subsidized property development project by the agreed date.

 

Revenue Recognition

 

Agency commission revenue from property brokerage is recognized when the property developer and the buyer complete a property sales transaction, and the property developer provides confirmation to us in order to invoice them accordingly. We normally receive the commission at the time when the property developer receives a portion of the sales proceeds from the buyer in accordance with the terms of the relevant property sales agreement, or the balance of the bank loan to the buyer has been funded, or recognized under the sales schedule or other specific items of the agency sales agreement with developer. At no point does the Company handle any monetary transactions nor act as an escrow intermediary between the developer and the buyer.

 

Revenue from marketing consultancy services is recognized when services are provided to clients, fees associated to services are fixed or determinable, and collection of the fees is assured.

 

Rental revenue from property management and rental business is recognized on a straight-line basis according to the time pattern of the leasing agreements.

 

  10  

 

 

The Company accounts for underwriting sales in accordance with ASC 976-605 “Accounting for Sales of Real Estate” (Formerly Statement of Financial Accounting Standards No. 66) (“ASC 976-605”). The commission revenue on underwriting sales is recognized when sales have been consummated. Generally, this occurs when title is transferred and the Company no longer has substantial continuing involvement with the real estate asset sold. If the Company provides certain rent guarantees or other forms of support where the maximum exposure to loss exceeds the gain, it defers the related commission income and expenses by applying the deposit method. In future periods, the commission income and related expenses are recognized when the remaining maximum exposure to loss is reduced below the amount of income deferred.

 

All revenues represent gross revenues less sales and business taxes.

 

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

 

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

 

New Accounting Pronouncements

 

In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update.

 

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

 

In August, 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). The ASU is intended to reduce diversity in practice in the presentation and classification of certain cash receipts and cash payments by providing guidance on eight specific cash flow issues. The ASU is effective for interim and annual periods beginning after December 15, 2017 and early adoption is permitted, including adoption during an interim period. We are currently assessing the impact this standard will have on our consolidated statement of cash flows.

 

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. ASU 2014-15 requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on the Company's financial statements and disclosures.

 

  11  

 

 

NOTE 3– RESTRICTED CASH

 

The Company is required to maintain certain deposits with the bank that provides secured loans to the Company. As of September 30, 2016and December 31, 2015, the Company held cash deposits of $289,066 and $143,590, respectively, as security for its bank loans (see Note 10). These balances were subject to withdrawal restrictions and were not covered by insurance.

 

NOTE 4 - PROMISSORY DEPOSITS

 

Promissory deposits are paid to property developers in respect of the real estate projects where the Company has been appointed as sales agent. The balances were unsecured, interest free and recoverable on completion of the respective projects.

 

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 Xiemen 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.

 

On March 13, 2014, the Company signed a joint development agreement with Zhongji Pufa Real Estate Co. According to this agreement, the Company has obtained a right to develop the Guangxinglu Project located on 182 lane Guangxinglu, Putuo district, Shanghai, PRC. This project covers a site area of approximately 2,502 square meters for the development of one apartment building.

 

As of September 30, 2016, land use rights included in real estate property under development totaled $79,356,356.

 

NOTE 6 - OTHER RECEIVABLES AND DEPOSITS, NET

 

    September 30,     December 31,  
    2016     2015  
       
Advances to staff   $ 137,225       13,274  
Rental deposits     32,570       32,709  
Prepaid expense     271,519       38,692  
Prepaid tax     3,266,506       1,427,812  
Other receivables     429,408       502,820  
    $ 4,137,228     $ 2,015,307  

 

Other receivables and deposits as of September 30, 2016 and December 31, 2015 are stated net of allowance for doubtful accounts of $307,361 and $283,505 respectively.

 

NOTE 7 – PROPERTY AND EQUIPMENT , NET

 

    September 30,     December 31,  
    2016     2015  
       
Furniture and fixtures   $ 184,558     $ 362,584  
Computer and office equipment     317,347       326,762  
Motor vehicles     716,303       718,007  
Properties     2,265,637       9,280,235  
      3,483,844       10,687,588  
Less: Accumulated depreciation     (1,969,022 )     (3,151,430 )
    $ 1,514,822     $ 7,536,158  

 

Depreciation and amortization expense for property and equipment amounted to $210,042 and $331,769 for the nine months ended September 30, 2016 and 2015, respectively.

 

  12  

 

 

All properties as of September 30, 2016 and December 31, 2015 were pledged as collateral for the Company’s bank loans (See Note 10).

 

NOTE 8 – INVESTMENT PROPERTIES, NET

 

    September 30,     December 31,  
    2016     2015  
       
Investment properties   $ 9,272,638     $ 9,535,669  
Less: Accumulated depreciation     (4,664,190 )     (4,527,060 )
    $ 4,608,448     $ 5,008,609  

 

Depreciation and amortization expense for investment properties amounted to $265,777 and $286,244 for the nine months ended September 30, 2016 and 2015, respectively.

 

All investment properties as of September 30, 2016 and December 31, 2015 were pledged as collateral for the Company’s bank loans (See Note 10).

 

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

 

The investments in unconsolidated affiliates primarily consist of WHYYL (49%), SHDEW (23%). As of September 30, 2016, the investment amount in WHYYL and SHDEW were $3,548,050 and $23,777,166 respectively.

 

WHYYL is primarily developing a real estate project in Wuhan, the PRC on a parcel of land covering approximately 27,950 square meters with a three year planned construction period. SHDEW is a trading company with cosmetics. The Company has accounted for these investments using the equity method as the Company has the ability to exercise significant influence over their activities.

 

In 2011, the Company invested $4,697,686 to acquire a 49% equity interest in WHYYL to expand its operations to real estate development. As of September 30, 2016 the investment in WHYYL was $3,548,050, which included its equity in net loss of WHYYL, net of income taxes, totaling $764,132 as of September 30, 2016. The following table sets forth the unaudited financial information of WHYYL.

 

    Nine Months ended September 30,  
    2016     2015  
       
Revenues   $ -     $ -  
                 
Net loss   $ 764,132     $ 1,422,534  

 

    September 30,     December 31,  
    2016     2015  
       
Current assets   $ 64,791,770     $ 66,345,953  
Non-current assets     1,404,826       1,208,224  
Total assets     66,196,596       67,554,177  
                 
Current liabilities     58,955,159       59,332,675  
Total equity   $ 7,241,437     $ 8,221,503  

 

As of September 30, 2016 and December 31, 2015, the Company has a balance of $2,869,765 and $2,508,251 due from WHYYL, which bears interest at a rate of 15% per annum, is unsecured and has no fixed term of repayment. According to the agreement with WHYYL, the balance was no longer charged interest from September 1, 2014.

 

  13  

 

 

S HDEW was established in June 2013 with its business as a skincare and cosmetic company. SHDEW is developing its own skincare products and expanding its brand to include skincare, cosmetics, personal care products such as soaps, shampoos, skin care devices and apparel. Its Tinsecret app went live on June 1, 2016. The app sells products under its own brands as well as the products of third parties as well as products imported into China.

 

As of September 30, 2016, the net profit for SHDEW was $85,302,159 with total equity in the amount of $103,034,489.

 

    Nine Months ended September 30,  
    2016     2015  
       
Revenues   $ 310,135,761     $ 12,052,258  
                 
Net income   $ 85,302,159     $ 1,111,244  

 

    September 30,     December 31,  
    2016     2015  
       
Current assets   $ 404,282,636     $ 5,798,367  
Non-current assets     9,482,014,       18,525  
Total assets     413,764,650       5,798,367  
                 
Current liabilities     310,730,161       4,148,749  
Total equity   $ 103,034,489     $ 1,649,617  

 

NOTE 10 – BANK LOANS

 

In January 2013, the Company obtained a bank loan of $1,302,465 (RMB8,000,000) from the Bank of China, bearing interest at a rate of per annum equal to 125% of the prevailing base lending rate of periods ranging from one to five years as announced by the People’s Bank of China (“PBOC”) . The loan is secured by the properties of two unrelated parties and matured on March 1, 2016. On March 2, 2016, the Company entered into a new loan for one year period in the amount of $449,250(RMB3,000,000) As of September 30, 2016 and December 31, 2015, the outstanding balance of this loan was $449,250 (RMB3,000,000) and $923,987 (RMB6,000,000).

 

In April 2012, the Company entered into a three year non-revolving facility line of credit agreement with First Sino Bank. Under the terms of the agreement, the Company could borrow a maximum amount of $12,256,905 (RMB75,000,000) as of September 30 , 2016. The borrowings under this facility bear interest at a rate per annum equal to 150% of the prevailing base lending rate for periods ranging from one year to three years as announced by PBOC. The average interest rate for the nine months ended September 30, 2016 was 7.5% per annum. The facility of credit was secured by all of the Company’s investment properties (See Note 8) and guaranteed by a director of the Company, and matured on March 31, 2016. In March 2016, this facility was extended for a three year period and will mature on March 31, 2019. As of September 30 , 2016 and December 31, 2015, the Company had outstanding loan balances of $5,396,957 (RMB36,039,802) and $7,726,038 (RMB50,169,802), respectively, under this facility line of credit.

 

NOTE 11- LONG TERM BORROWINGS

 

On December 16, 2014, the Company entered into a project finance loan agreement with HUAXIA Bank to finance the development of the Company’s Guxinglu Project in Shanghai. The loan has a three year term in the principal amount of $18,479,734 (RMB120,000,000) at an interest rate of 7.025% per annum. At the end of September 30, 2016, the Company had outstanding loan balances of $11,081,494 (RMB74,000,000) under this facility line of credit.

 

    September 30,     December 31,  
    2016     2015  
       
Outstanding borrowings   $ 11,081,494     $ 23,099,667  
Less: Current portion of long term borrowings     299,500       4,619,933  
      10,781,994       18,479,734  

 

  14  

 

 

For the period ended September 30, 2016, total loan interest was approximately $1,125,976, which was capitalized in the development cost of the Linyi project and Guxinglu project.

 

NOTE 12– PROMISSORY NOTES PAYABLE

 

The promissory notes payable consist of the following unsecured notes to unrelated parties. Included in the balances are promissory notes with outstanding principal amounts and unpaid interest in the aggregate amount of $3,986,987 and $8,123,596 as of September 30, 2016 and December 31, 2015, respectively.

 

The promissory note with an outstanding principal amount of $1,434,242 bears interest at a rate of 12% per annum, is unsecured and has a maturity date of January 31, 2013 The new terms of repayment has not been determined with the debtor and therefore has no fixed term of repayment. As of September 30, 2016 and December 31, 2015, the outstanding principal amount in default and the unpaid interest related to this promissory note amounted to $1,434,242 and $1,461,412, respectively . The Company is currently making payments towards this loan.

 

The promissory note with a principal amount as of September 30, 2016 in the amount of $748,750 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment. As of September 30, 2016 and December 31, 2015 , the outstanding principal amount and unpaid interest related to this promissory note amounted to $748,750 and $814,041, respectively.

 

The promissory note with a principal balance as of September 30, 2016 in the amount of $748,750 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment. As of September 30, 2016 and December 31, 2015 , the outstanding principal and unpaid interest related to this promissory note amounted to $748,750 and $814,041, respectively.

 

The promissory note w ith a principal balance as of September 30, 2016 in the amount of $149,750 bears interest at a rate of 15.75% per annum, is unsecured and has no fixed term of repayment. As of September 30, 2016 and December 31, 2015, the outstanding principal and unpaid interest related to this promissory note amounted to $168,422 and $170,287, respectively.

 

The promissory note with a principal balance of $194,675 as of September 30, 2016 bears interest at the rate of 15% per annum, is unsecured and has no fixed term of repayment. As of September 30, 2016, the outstanding principal balance and unpaid interest related to this promissory note amounted to $352,546.

 

The promissory note with a principal balance of $149,750 as of September 30, 2016 bears interest at the rate of 15% per annum, is unsecured and has no fixed term of repayment. As of September 30, 2016, the outstanding principal balance and unpaid interest related to this promissory note amounted to $166,551.

 

The promissory note with a principal balance of $300,000 as of September 30, 2016 bears interest at the rate of 15% per annum, is unsecured and has no fixed term of repayment. As of September 30, 2016 and December 31, 2015, the outstanding principal balance and unpaid interest related to this promissory note amounted to $367,726 and $329,404, respectively..

 

For the three months ended September 30, 2016, the interest expense related to these promissory notes was $428,105.

 

NOTE 13– AMOUNTS DUE TO DIRECTORS

 

    September 30,     December 31,  
    2016     2015  
       
Lin Chi-Jung   $ 7,679,653     $ 10,908,905  
Lin Hsin-Hung     82,496       71,649  
    $ 7,762,149     $ 10,980,554  

 

  15  

 

 

(a) The balance due to Lin Chi-Jung consists of unpaid salaries and reimbursements and advances together with unpaid interest.

 

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

 

The advances together with unpaid interest as of September 30, 2016 and December 31, 2015 were $7,679,653 and $10,908,905, respectively. The balances are unsecured and interest bearing at rates ranging from 18% to 30% per annum.

 

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

 

NOTE 14- OTHER PAYABLES AND ACCRUED EXPENSES

 

    September 30,     December 31,  
    2016     2015  
       
Accrued staff commission and bonus   $ 371,281     $ 531,856  
Rental deposits received     400,737       319,641  
Rental receipts in advance     3,145       4,640  
Dividends payable to non-controlling interest     201,496       273,447  
Other payables     328,017       367,352  
    $ 1,304,676     $ 1,496,936  

 

NOTE 15- ACCOUNT PAYABLE

 

Account payable was mostly derived from our property development of Linyi project and GXL project. As of September 30, 2016 and December 31, 2015, the company’s account payable amounted to $4,149,928 and $7,467,199.

 

NOTE 16 – AMOUNT DUE TO AFFILIATES

 

A balance of $37,604,509 was due to SHDEW of $37,057,323, JXSY of $528,617 and $18,569 due to SHXG.

 

NOTE 17 – CUSTOMER DEPOSITS

 

Customer deposits were mostly derived from our property development of Linyi project and GXL project, which was pre-sale collection from our customers. As of September 30, 2016 and December 31, 2015, the company’s customer deposits amounted to $46,640,851 and $18,138,065.

 

NOTE 18– DEFERRED GOVERNMENT SUBSIDY

 

Deferred government subsidy consists of the cash subsidy provided by the local government.

 

Government subsidy was received in 2012, and as of September 30, 2016 and December 31, 2015, the Company’s deferred government subsidy amounted to $4,968,016 and $5,108,940, respectively. The subsidy is given to reimburse the land acquisition costs and certain construction costs incurred for the Company’s property development project, and are repayable if the Company fails to complete the subsidized property development project before the agreed date. The entire government subsidy is deferred and included as deferred government subsidy in consolidated balance sheets.

 

NOTE 19- 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 nine months ended September 30, 2016 and 2015 were $122,711 and $298,825, respectively.

 

  16  

 

 

As of September 30, 2016, the Company had the following operating lease obligations.

 

    Amount  
       
Within one year   $ 137,304  
Two to five years     -  
    $ 137,304  

 

NOTE 20– 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 is 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 September 30, 2016 and December 31, 2015, the Company’s statutory reserve fund was $851,729 and $851,729, respectively.

 

NOTE 21 - SEGMENT INFORMATION

 

The Company's chief executive officer and chief operating 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.

 

  17  

 

 

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 September 30, 2016  
    Property                          
    Brokerage     Real Estate     Investment*              
    Services     Development     Transaction     Others     Total  
Net revenues   $ 882,406     $ -     $ -     $ 236,043     $ 1,118,449  
Cost of revenues     (541,229 )     -       -       (162,996 )     (704,225 )
Gross profit     341,177       -       -       73,047       414,224  
                                         
Operating expenses     (295,888 )     (335,196 )     -       (3,320 )     (634,404 )
General and administrative expenses     (341,575 )     (480,891 )     -       (51,711 )     (874,177 )
Operating loss     (296,286 )     (816,087 )     -       18,016       (1,094,357 )
                                         
Other income (expenses)                                        
Interest income     6,332       4,333       -       116       10,781  
Interest expense     (472,897 )     (22,204 )     -       (11,250 )     (506,351 )
Other income, Net     (20,754 )     3,573       -       -       (17,181 )
Equity in net income (loss) of unconsolidated affiliates     -       -       10,986,079       -       10,986,079  
Total other (expenses) income     (487,319 )     (14,298 )     10,986,079       (11,134 )     10,473,328  
                                         
Income (loss) before income taxes     (783,605 )     (830,385 )     10,986,079       6,882       9,378,971  
Income tax     825       56,259       -       -       57,084  
Net Income( loss)   $ (782,780 )   $ (774,126 )   $ 10,986,079     $ 6,882     $ 9,436,055  

 

* Reflects changes made during the first three quarters of 2016 to align our segment reporting structure concurrent with changes in equity investment transactions. Figures for 2015 are restated to conform to the new segment reporting structure as below.

 

    Nine Months Ended September 30, 2016  
    Property                          
    Brokerage     Real Estate     Investment*              
    Services     Development     Transaction     Others     Total  
Net revenues   $ 3,798,764     $ -     $ -     $ 262,544     $ 4,061,308  
Cost of revenues     (1,878,075 )     -       -       (305,566 )     (2,183,641 )
Gross profit     1,920,689       -       -       (43,022 )     1,877,667  
                                         
Operating expenses     (933,540 )     (840,986 )     -       (27,783 )     (1,802,309 )
General and administrative expenses     (1,091,988 )     (1,042,365 )     -       (233,542 )     (2,367,895 )
Operating loss     (104,839 )     (1,883,351 )     -       (304,347 )     (2,292,537 )
                                         
Other income (expenses)                                        
Interest income     41,569       6,911       -       157       48,367  
Interest expense     (1,639,122 )     (273,513 )     -       (37,674 )     (1,950,309 )
Other income, Net     3,130,942       (19,618 )     -       (47 )     3,111,277  
Equity in net income (loss) of unconsolidated affiliates     -       -       19,347,166       -       19,347,166  
Total other (expenses) income     1,533,389       (286,220 )     19,347,166       (37,564 )     20,556,771  
                                         
Income (loss) before income taxes     1,428,550       (2,169,571 )     19,347,166       (341,911 )     18,264,234  
Income tax     (2,520 )     147,220       -       -       144,700  
Net Income( loss)   $ 1,426,030     $ (2,022,351 )   $ 19,347,166     $ (341,911 )   $ 18,408,934  

 

  18  

 

 

    Three Months Ended September 30, 2015  
    Property                          
    Brokerage     Real Estate     Investment*              
    Services     Development     Transaction     Others     Total  
Net revenues   $ 1,365,006     $ -     $ -     $ -     $ 1,365,006  
Cost of revenues     (760,152 )     -       -       (42,258 )     (802,410 )
Gross profit     604,854       -       -       (42,258 )     562,596  
                                         
Operating expenses     (236,118 )     (215,856 )     -       (29,204 )     (481,178 )
General and administrative expenses     (482,246 )     (310,101 )     -       (78,324 )     (870,672 )
Operating loss     (113,511 )     (525,957 )     -       (149,786 )     (789,254 )
                                         
Other income (expenses)                                        
Interest income     36,673       341       -       40       37,053  
Interest expense     (1,269,229 )     -       -       (14,148 )     (1,269,229 )
Other income, Net     1,528       (211 )     -       (81 )     1,235  
Equity in net income (loss) of unconsolidated affiliates     (288,796 )             (839,737 )     288,796       (839,737 )
Total other (expenses) income     (1,519,824 )     129       (839,737 )     274,606       (2,084,826 )
                                         
Income (loss) before income taxes     (1,633,335 )     (525,828 )     (839,737 )     124,821       (2,874,079 )
Income tax     17       21,529       -       -       21,512  
Net Income( loss)   $ (1,633,353 )   $ (504,298 )   $ (839,737 )   $ (839,737 )   $ (2,852,568 )

 

    Nine Months Ended September 30, 2015  
    Property                          
    Brokerage     Real Estate     Investment*              
    Services     Development     Transaction     Others     Total  
Net revenues   $ 3,713,715     $ -     $ -     $ -     $ 3,713,715  
Cost of revenues     (2,112,217 )     -       -       (42,258 )     (2,154,475 )
Gross profit     1,601,498       -       -       (42,258 )     1,559,240  
                                         
Operating expenses     (673,702 )     (822,992 )     -       (48,956 )     (1,545,650 )
General and administrative expenses     (1,920,717 )     (711,586 )     -       (182,313 )     (2,814,616 )
Operating loss     (992,920 )     (1,534,578 )     -       (272,526 )     (2,801,026 )
                                         
Other income (expenses)                                        
Interest income     94,558       1,105       -       58       95,720  
Interest expense     (2,542,730 )     -       -       (50,439 )     (2,542,730 )
Other income, Net     (241,200 )     (4,598 )     -       (81 )     (245,879 )
Equity in net income (loss) of unconsolidated affiliates     -               (1,377,838 )     -       (1,377,838 )
Total other (expenses) income     (2,689,372 )     (3,493 )     (1,377,838 )     (50,461 )     (4,121,165 )
                                         
Income (loss) before income taxes     (3,682,293 )     (1,538,071 )     (1,377,838 )     (323,988 )     (6,922,190 )
Income tax     1,987       116,457       -       -       118,444  
Net Income( loss)   $ (3,680,307 )   $ (1,421,614 )   $ (1,377,838 )   $ (323,988 )   $ (6,803,746 )

 

    Property                          
    Brokerage     Real Estate     Investment*              
    Services     Development     Transaction     Others     Total  
As of September 30, 2016                                        
Real estate property under development   $ -     $ 79,356,356     $ -     $ -     $ 79,356,356  
Total assets     9,814,043       94,792,543       27,474,966       338,608       132,420,160  
                                         
As of September 30, 2015                                        
Real estate property under development   $ -     $ 79,175,844     $ -     $ -     $ 79,175,844  
Total assets     10,246,998       84,089,670       5,123,529       11,363,125       105,699,793  

 

  19  

 

 

NOTE 22 - SUBSEQUENT EVENTS

 

On July 31, 2017, our Board of Directors engaged RH. CPA, as the Registrant’s certifying accountant to audit the Company’s financial statements, replacing its former certifying accountant, Kenne Ruan CPA, P.C. (“Kenne Ruan”). Upon receipt of the notice that the Company’s acceptance of the proposal from RH, CPA to audit its consolidated financial statements for the fiscal year ending December 31, 2015, Kenne Ruan resigned as the Company’s certifying accountant on July 31, 2017.

 

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 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 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.

 

  20  

 

 

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,” “our,” or “us”.

 

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

 

RECENT DEVELOPMENTS

 

Our major business was agency sales, whereby our Chinese subsidiaries contracted with property developers to market and sell their newly developed property units. For these services we earned a commission fee calculated as a percentage of the sales prices. We have focused our sales on the whole China market, especially in secondary cities. To expand our agency business, we have established subsidiaries and branches in Shanghai, Suzhou, Yangzhou, Chongqing, Quanjiao, Hainan, Shangqiu, Chengdu, Wuhan, Kunshan and Linyi.

 

In mid-2011, we established a project company in Wuhan in which we have a 49% ownership. . The Wuhan project was supposed to have its delivery upon completion from the construction contractor, Hubei Fifth Constructions Co. (“HFCC”), on September 30, 2015, but because of a dispute between the Company and HFCC, the handover was delayed and is currently under court review.

 

In January 2012, we established Linyi Shang Yang Real Estate Development (“LYSY”) in which we have a 24% ownership. During the first quarter of 2012, we acquired approximately 103,385 square meters for the purpose of developing villa-style residential housing. We began construction in mid-2012 and to date have constructed 98 units which encompasses approximately one-third of the gross sales area. Proceeds from sales will be used to finance the construction of the subsequent phases of the project. We are applying for bank loans and other forms of funding, however, there are no assurances we will be able to obtain future financings.

 

In March 13, 2014, the Company has signed a joint development agreement with Zhongji Pufa Real Estate Co. According to this agreement, the Company has the right to develop the Guangxinglu Project, located in the Putuo district, Shanghai, PRC. This project covers a site area of approximately 2,502 square meters for the development of one apartment building.

 

S HDEW was established in June 2013 with its business as a skincare and cosmetic company. SHDEW is developing its own skincare products and expanding its brand to include skincare, cosmetics, personal care products such as soaps, shampoos, skin care devices and apparel. Its Tinsecret app went live on June 1, 2016. The app sells products under its own brands as well as the products of third parties as well as products imported into China.

 

RECENTLY ADOPTED ACCOUNTING STANDARDS

 

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

 

  21  

 

 

NEW ACCOUNTING PRONOUNCEMENTS

 

In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update.

 

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

 

In August, 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). The ASU is intended to reduce diversity in practice in the presentation and classification of certain cash receipts and cash payments by providing guidance on eight specific cash flow issues. The ASU is effective for interim and annual periods beginning after December 15, 2017 and early adoption is permitted, including adoption during an interim period. We are currently assessing the impact this standard will have on our consolidated statement of cash flows.

 

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. ASU 2014-15 requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on the Company's financial statements and disclosures.

 

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.

 

  22  

 

 

Revenue Recognition

 

Agency commission revenue from property brokerage is recognized when the property developer and the buyer complete a property sales transaction, and the property developer provides confirmation in order to invoice them accordingly. We normally receive the commission at the time when the property developer receives a portion of the sales proceeds from the buyer (i) in accordance with the terms of the relevant property sales agreement, or (ii) the balance of the bank loan to the buyer has been funded, or (iii) recognized under the sales schedule or (iv) other specific items of agency sales agreement with the developer. At no point does the Company handle any monetary transactions nor act as an escrow intermediary between the developer and the buyer.

 

Revenue from marketing consultancy services is recognized when services are provided to clients, fees associated to services are fixed or determinable, and collection of the fees is assured.

 

Rental revenue from property management and rental business is recognized on a straight-line basis according to the time pattern of the leasing agreements.

 

The Company accounts for underwriting sales in accordance with ASC 976-605 “Accounting for Sales of Real Estate” (Formerly Statement of Financial Accounting Standards No. 66) (“ASC 976-605”). The commission revenue on underwriting sales is recognized when sales have been consummated. Generally, this occurs when title is transferred and the Company no longer has substantial continuing involvement with the real estate asset sold. If the Company provides certain rent guarantees or other forms of support where the maximum exposure to loss exceeds the gain, it defers the related commission income and expenses by applying the deposit method. In future periods, the commission income and related expenses are recognized when the remaining maximum exposure to loss is reduced below the amount of income deferred.

 

All revenues represent gross revenues less sales and business taxes.

 

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 multiplied by 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.

 

Government Subsidies

 

Government subsidies include cash subsidies received by the Company’s subsidiaries in the PRC from local governments.

 

In recognizing the benefit of government subsidies in accordance with U.S. GAAP, the Company considers intended use of and restrictions of the subsidy, the requirements for the receipt of funds, and whether or not the incentive is given for immediate financial support, or to encourage activities such as land development in specified area. Each grant is evaluated to determine the propriety of classification on the consolidated statements of operations and consolidated balance sheets. Those grants that are substantively reimbursements of specified costs are matched with those costs and recorded as a reduction in costs. Those benefits that are more general in nature or driven by business performance measures are classified as revenue.

 

The government subsidy received by the Company is given to reimburse the land acquisition costs and certain construction costs incurred for its property development project in Linyi. The subsidy is repayable if the Company fails to complete the subsidized property development project by the agreed date. The Company recorded the subsidy received as a deferred government subsidy on its consolidated balance sheets.

 

  23  

 

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

The Company recognizes tax benefits that satisfy a greater than 50% probability threshold and provides for the estimated impact of interest and penalties for such tax benefits. The Company did not incur any interest or penalties related to potential underpaid income tax expenses during the nine months ended September 30, 2015 and 2014

 

RESULTS OF OPERATIONS

 

We provide the following discussion and analyses of our changes in financial condition and results of operations for the period ended September 30, 2016 with comparisons to the period ended September 30, 2015.

 

Revenue

 

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

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2016     % to
total
    2015     % to
total
    %
change
    2016     % to
total
    2015     % to
total
    %
change
 
Agency sales     504,584       45       530,076       39       (5 )     2,633,530       65       1,974,920       53       33  
Property management     369,017       33       422,179       31       (13 )     1,091,128       27       1,298,342       35       (16 )
Service sales     244,848       22       412,751       30       (41 )     336,650       8       440,453       12       (24 )
Net revenues     1,118,449       100       1,365,006       100       (18 )     4,061,308       100       3,713,715       100       9  

 

The net revenue in the third quarter of 2016 was $1,118,449, a decreased of 18% from $1,365,006 in the third quarter of 2015. The net revenue in the first three quarter of 2016 was $4,061,308, an increased of 9% from $3,713,715 in the first three quarter of 2015 . Of the total net revenues in the third quarter of 2016, agency sales represented 45%, property management represented 33%, and service sales represented 22%. Of the total net revenues inn the first three quarters of 2016, agency sales represented 65%, property management represented 27%, and service sales represented 8%. The increase in net revenue in the first three quarter of 2016 was mainly due to the increase in our agency sales.

 

Agency sales

 

In the third quarter and first three quarters of 2016, 45% and 65%, respectively, of our net revenues were attributable to agency sales. As compared with similar periods in 2015, net revenue of agency sales decreased and increased 5% and 53%, respectively, in the third quarter and the first three quarters of 2015. The primary reason was there were more sales agency projects that were completed during the first three quarter of 2016, which contributed to the increase in our agency sales revenue.

 

Our diverse market locations have decreased market fluctuations risks on our business operations in agency sales in 2016, and we are continually seeking stable growth in our agency sales business in 2016. However, there can be no assurance that we will be able to do so.

 

Property Management

 

Property management represented 27% of our revenue in the first three quarter of 2016 and revenue from property management decreased by 16% compared with same period in 2015.

 

  24  

 

 

Service sales

 

In the third quarter and first three quarters of 2016, 22% and 8%, respectively, of our net revenue were attributable to service sales.

 

Cost of Revenue

 

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

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2016     % to
total
    2015     % to
total
    %
change
    2016     % to
total
    2015     % to
total
    %
change
 
Agency sales     208,582       30       376,153       47       (45 )     850,589       39       1,000,337       46       (15 )
Property management     329,561       47       293,351       37       12       990,434       45       884,972       41       12  
Service sales     166,083       24       132,904       17       25       342,619       16       269,165       12       270  
Cost of revenues     704,226       100       802,408       100       (12 )     2,183,642       100       2,154,474       100       1  

  

The cost of revenues of the third quarter of 2016 was $704,226, a decrease of 12% from $802,408 during the third quarter of 2015. The cost of revenues of the first three quarters of 2016 was $2,183,642, an increase of 1% from $2,154,474 during the first three quarters of 2015. Of the total cost of revenues in the third quarter of 2016, agency sales represented 30%, property management represented 47%, and service sales represented 24%. Of the total cost of revenues in the first three quarters of 2016, agency sales represented 39%, property management represented 45%, and service sales represented 16%. The decrease in the cost of revenue in the third quarter of 2016 and increase in the first three quarters of 2016 was mainly due to the decrease in the cost of revenue for our agency sales and property management.

 

Agency sales

 

The cost of revenue for agency sales in the first three quarters of 2016 was $850,589, a decrease of 15% from $1,000,337 in the same period in 2015. This decrease was mainly due to the decrease in our commissions from the decrease in agency sales in the first three quarter of 2016.

 

Property management

 

The cost of revenue for property management in the first three quarter of 2016 was $990,434, increased by 12 from $884,972 in the same period in 2015. This was mainly due an increase in our property management business overall.

 

Service sales

 

In the third quarter of 2016 and the first three quarters of 2016, 24% and 16%, respectively, of our net revenue was attributable to service sales.

 

Operating Expenses

 

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

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2016     % to
total
    2015     % to
total
    %
change
    2016     % to
total
    2015     % to
total
    %
change
 
Agency sales     69,613       11       61,712       13       13       281,473       16       262,714       17       7  
Property management     44,904       7       23,105       5       94       187,133       10       67,585       4       177  
Real estate development     516,568       81       215,857       45       139       1,305,921       72       822,993       53       59  
Service sales     3,320       1       180,505       38       (98 )     27,783       2       392,358       25       (93 )
Operating expenses     634,405       100       481,179       100       32       1,802,310       100       1,545,650       100       17  

 

  25  

 

 

The operating expenses for the third quarter of 2016 were $634,405, an increase of 32% from $481,179 for the same period in 2015. The total operating expenses for the first three quarters of 2016 were $1,802,310, an increase of 17% from $1,545,650 for the same period in 2015. Of the total operating expense in the third quarter of 2016, agency sales represented 11%, property management represented 7%, service sales represented 1% and real estate development represented 81%. Of the total operating expense in n the first three quarters of 2016, agency sales represented 16%, property management represented 10%, service sales represented 2% and real estate development represented 72%. The increase in the overall operating expense was the increase in real estate development for the third quarter and the first three quarters of 2016.

 

Agency sales

 

The operating expenses for agency sales in the first three quarter of 2016 were $281,473 an increase of 7% from $262,714 in the same period in 2015.

 

Property management

 

The operating expenses for property management in the first three quarter of 2016 were $187,133 an increase of 177% from $67,585 in the same period in 2015.

 

Service Sales

 

The service sales in the first three quarter of 2016 were $27,783, a decrease of 93% from $392,358 in the same period in 2015.

 

Real estate development

 

The operating expenses for real estate development in the first three quarter of 2016 were $1,305,921, an increase of 59% from $822,993 in the same period in 2015.

 

General and Administrative Expenses

 

The general and administrative expenses in the first three quarter of 2016 were $2,367,895, decreased by 37% from $3,787,544 in the same period in 2015. This increase was mainly due to a decrease in staff cost and professional service fee.

 

Interest Expenses

 

Interest expenses in the first three quarters of 2016 were $1,950,309, a decrease of 44% from $3,476,587 in the same period in 2015. The interest expenses were mainly incurred for bank loans, promissory notes payable and amount due to directors. This decrease was mainly due to repayment of bank loans and promissory notes.

 

Equity in net gain (loss) of affiliates

 

Equity in net gain in the first three quarters of 2016 was $19,347,166, an increase of 2,700% from net loss of $690,973 in the same period in 2015. The equity in net gain (loss) of an affiliate was mainly the investment value variety of WHYYL and SHDEW. This increase was mainly due to equity gain of SHDEW.

 

Other income, net

 

Other income in the first three quarters of 2016 was $3,111,277, increased 1,960% from loss of $167,607 in the same period in 2015. This increase was mainly due to disposal of our office property of fixed assets.

 

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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.

 

On December 26, 2015, SHSY and SHDEW entered into an asset purchase agreement, pursuant to which SHSY sold approximately 1,619.30 square meters of office spaces to SHDEW. The purchase price for the office space was RMB 51,820,480 (approximately USD $7,978,273.19 using the 12/31/2015 exchange rate of RMB 6.4951 per USD $1). This office space was initially purchased for RMB 42,476,600 (approximately USD $6,539,791.53 using the 12/31/2015 exchange rate of RMB 6.4951 per USD $1). Prior to the sale, SHSY obtained an independent appraisal which concluded that the value of the office space less than the ultimate sale price. On February 16, 2016, SHDEW and SHSY entered into a supplementary agreement to the asset purchase agreement, pursuant to which SHDEW agreed to pay SHSY RMB 8,096,950 (approximately USD $1,236,037.82) as a reimbursement for fixtures previously installed in the office space. The deal was closed in February 2016.

 

Amount due to directors

 

The total amount due to directors for September 30, 2016 was $7,762,149. The amounts due are as follows:


Amount due to Lin Chi-Jung

 

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

 

The advances together with unpaid interest as of September 30, 2016 and December 31, 2015 were $6,849,796 and $10,908,905, respectively. The balances are unsecured and interest bearing at rates ranging from 18% to 30% per annum.

 

Amount due to Lin Hsin Hung

 

The amount of $82,496 represents the salary payable to Lin Hsin Hung.

 

Amount due from affiliates

 

The amount of $2,923,145 is due from WHYYL, our Wuhan project development company.

 

Amount due to affiliates

 

A balance of $37,604,509 was due to SHDEW of $37,057,323, JXSY of $528,617 and $18,569 due to SHXG.

 

LIQUIDITY AND CAPITAL RESOURCES

 

In the first three quarter of 2016, our principal sources of cash were revenues from our agency sales, receipts in advance from real estate development projects and property management business. 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 $10,992,765.

 

The Company’s operating activities provided cash in the amount of $18,939,915, which was primarily attributable to the receipts in advance from real estate property development.

 

The Company’s investing activities provided cash resources of $7,586,281, which was primarily attributable to the disposal of office property of fixed assets.

 

The Company’s financing activities used cash resources of $16,116,531, which was primarily attributable to repayments of bank loan and promissory notes.

 

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The potential cash needs for 2016 will be the repayments of our bank loans and promissory notes, the rental guarantee payments and promissory deposits for various property projects as well as our development projects in Wuhan, GXL project and Linyi.

 

Capital Resources

 

We currently have three bank loans payable, including an $449,250 (RMB3,000,000) loan and $11,081,494 (RMB74,000,000) loan. The RMB3,000,000 loan has been extended to March 2017. The RMB74,000,000 loan will mature in December 2017 and has been repaid continually with the collection of GXL project pro-sales. Another loan balance of $7,138,549 (RMB47,669,802) has been extended for another three years matured in March 2019.

 

As of September 30, 2016, promissory notes in the principal amount of $1,434,242 were in default compared to promissory notes in the principal amount of $1,461,412 that were in default as of December 31, 2015.

 

Taking into account of 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.

 

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, 2015, 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.

 

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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.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There have been no material developments in any legal proceedings since the disclosures contained in the Company’s Form 10-K for the year ended December 31, 2015.

 

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.

 

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.

 

* Filed herewith

 

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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: January 2, 2018  
By: /s/ Lin, Chi-Jung  
Lin, Chi-Jung, Chief Executive Officer  
   
Date: January 2, 2018  
By: /s/ Mi, Yong Jun  
Mi, Yong Jun, Chief Financial Officer  

 

  30  

 

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