Quarterly Report (10-q)

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, 2018

[ ] 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 333-217412

JAKROO INC.

(Exact name of registrant as specified in its charter)

Nevada		81-1565811
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

5906 Stoneridge Mall Road

Pleasanton, CA 94588

(Address of principal executive offices, including zip code)

(800)485-7067

(Registrant’s telephone number, including area code)

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 [X] No [ ]

Indicate by check mark whether the Registrant (1) has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

[ ]	Large accelerated filer	[ ]	Accelerated filer
[ ]	Non-accelerated filer	[X]	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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of November 13, 2018, the registrant had 31,488,650 shares of common stock outstanding.

JAKROO INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018

TABLE OF CONTENT

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:	1

	Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 (unaudited)	1

	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2018 and 2017 (unaudited)	2

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017 (unaudited)	3

	Notes to Consolidated Financial Statements (unaudited)	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19

Item 4.	Controls and Procedures	19

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	20

Item 4.	Mine Safety Disclosures	20

Item 5.	Other Information	20

Item 6.	Exhibits	20

Signatures		21

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Jakroo Inc. and Subsidiaries

Consolidated Balance Sheets <Unaudited>

	September 30, 2018			December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	2,847,994		$	2,350,930
Accounts receivable		71,272			53,026
Inventories		1,425,346			1,549,996
Prepaid expenses and other current assets		342,392			452,715
Total current assets		4,687,004			4,406,667
Property and equipment, net		3,107,544			2,854,802
TOTAL ASSETS	$	7,794,548		$	7,261,469
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	346,085		$	245,396
Advance from customers		123,825			653,305
Mortgage payable – current portion		71,974			69,898
Other current liabilities		599,193			296,723
Total current liabilities		1,141,077			1,265,322
Mortgage payable		1,836,877			1,891,019
Total liabilities		2,977,954			3,156,341

Stockholders’ equity:
Jakroo Inc. Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized; None issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 31,488,650 and 31,288,650 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		31,489			31,289
Additional paid in capital		827,506			693,352
Statutory reserve		136,652			136,652
Retained earnings		3,686,963			3,023,173
Accumulated other comprehensive loss		(312,927	)		(126,596	)
Total Jakroo Inc. Stockholders’ equity		4,369,683			3,757,870
Non-controlling interests		446,911			347,258
Total Stockholders’ Equity		4,816,594			4,105,128
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,794,548		$	7,261,469

The accompanying Notes are an integral part of these consolidated financial statements

Jakroo Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income <Unaudited>

	Three Months Ended September 30						Nine Months Ended September 30
	2018			2017			2018			2017

Revenues	$	2,960,810		$	2,584,757		$	9,294,644		$	7,769,040
Cost of revenues		1,160,119			1,035,712			3,906,426			3,259,882
Gross profit		1,800,691			1,549,045			5,388,218			4,509,158
Selling, general and administrative expense		1,455,529			1,432,903			4,318,469			3,905,769
Income from operations		345,162			116,142			1,069,749			603,389
Interest (expense) income		(18,757	)		(667	)		(56,728	)		1,265
Income before income taxes		326,405			115,475			1,013,021			604,654
Income tax provision		90,036			30,076			263,162			212,723
NET INCOME		236,369			85,399			749,859			391,931

Less: Income attributable to non-controlling interest		27,954			12,930			86,069			50,160
NET INCOME ATTRIBUTABLE TO JAKROO INC.		208,415			72,469			663,790			341,771

OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustment		(127,627	)		63,145			(207,034	)		149,216
COMPREHENSIVE INCOME		108,742			148,544			542,825			541,147

Less: Comprehensive income attributable to non-controlling interest		15,192			19,245			65,366			65,082
COMPREHENSIVE INCOME ATTRIBUTABLE TO JAKROO INC.	$	93,550		$	129,299		$	477,459		$	476,065

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC		31,455,317			30,808,650			31,344,206			30,803,931
EARNING PER SHARE – BASIC	$	0.01		$	0.00		$	0.02		$	0.01
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – DILUTED		32,590,217			32,019,210			32,479,106			32,014,491
EARNING PER SHARE – DILUTED	$	0.01		$	0.00		$	0.02		$	0.01

The accompanying Notes are an integral part of these consolidated financial statements.

Jakroo Inc. and Subsidiaries

Consolidated Statements of Cash Flows <Unaudited>

	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Cash Flows From Operating Activities:
Net income	$	749,859		$	391,931
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation		102,456			98,051
Gain on disposal of property and equipment		-			(2,584	)
Share based compensation		84,354			83,105
Deferred taxes		42,235			-
Changes in operating assets and liabilities:
Accounts receivable		(19,904	)		(55,804	)
Inventories		49,418			36,254
Prepaid expenses and other current assets		53,595			(80,263	)
Accounts payable		117,059			52,860
Advance from customers		(527,517	)		(425,023	)
Other current liabilities		251,341			116,338
Income tax payable		79,676			48,243
Net cash provided by operating activities		982,572			263,108
Cash Flows from Investing Activities:
Acquisition of property and equipment		(337,226	)		(2,611,376	)
Collection of loan to officer		-			74,198
Proceeds received from sale of equipment		-			3,022
Net cash used in investing activities		(337,226	)		(2,534,156	)
Cash Flows from Financing Activities:
Proceeds from related parties		-			97,009
Proceeds from mortgage loan		-			2,040,000
Repayment of mortgage loan		(52,066	)		(62,002	)
Proceeds from issuance of common stock		50,000			44,936
Net cash provided by (used in) financing activities		(2,066	)		2,119,943
Effect of exchange rate changes on cash and cash equivalents		(146,216	)		100,049
Net increase (decrease) in cash and cash equivalents		497,064			(51,056	)
Cash and cash equivalents, beginning of period		2,350,930			2,777,957
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	2,847,994		$	2,726,901
Supplemental disclosure of cash flow information:
Cash paid during the periods for :
Income taxes	$	133,219		$	155,487
Interest	$	58,403		$	13,546
Non-cash investing and financing activities Non-controlling interest contribution of intangible assets	$	34,287		$	-

The accompanying Notes are an integral part of these consolidated financial statement.

Jakroo Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(unaudited)

1. Description of business

Jakroo Inc. and its subsidiaries, which are controlled through a series of variable interest agreements, design, manufacture and sell customized technical endurance apparel for the cycling, triathlon, running and Nordic skiing markets. Jakroo Inc. and its consolidated subsidiaries and variable interest entities (“VIE”) are referred to collectively herein as the “Company.”

In February 2018, the Company and an individual investor founded Designlab.ai Corp., a California corporation (“Designlab”), which primarily focuses on research and development of automation processes in designing and manufacturing customized technical endurance apparel by using current artificial intelligence technologies. The Company owns 70% of Designlab’s common stock by investing $80,000 while the individual investor owns 30% of Designlab’s common stock by contributing technical know-how in artificial intelligence.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2018 and the results of operations and cash flows for the periods ended September 30, 2018 and 2017. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire year. The balance sheet on December 31, 2017 has been derived from the audited financial statements at that date. These unaudited financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2017 as included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on April 2, 2018.

The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the accounts of the Company, its subsidiaries and entities controlled through VIE agreements. All intercompany balances and transactions have been eliminated in consolidation.

Certain amounts have been reclassified to conform to current year presentation.

Revenue Recognition

The Company adopted the new accounting standard, ASC 606, Revenue from Contracts with Customers, and all the related amendments (new revenue standard) to all contracts using the modified retrospective method beginning on January 1, 2018. The adoption will not result in an adjustment to the retained earnings as of December 31, 2017. The comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The adoption of the new revenue standard will have no impact on either reported sales to customers or net earnings. The Company will continue to recognize revenue from product sales as goods are shipped or delivered to the customer, as control of goods occurs at the same time.

Recently Issued Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard bodies that may have an impact on the Company’s accounting and reporting. The Company believes that any recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

3. Inventories

Inventories consisted of the following:

	September 30, 2018		December 31, 2017
Raw materials	$	1,037,600	$	903,421
Finished goods		387,746		646,575
Total inventories	$	1,425,346	$	1,549,996

4. Mortgage payable

The Company entered into a mortgage loan from a bank in the principle amount of $2,040,000 on January 9, 2017, of which $51,000 is interest free and the balance of $1,989,000 bears an annual interest rate of 3.96%. The loan has a ten year term with monthly installments of $12,274 including interest. The final payment of approximately $1,224,000 including interest will be made on January 15, 2027. The mortgage loan is collateralized by the Company’s land and building in the United States.

Principal payments on mortgage payable are due as follows:

Year ending December 31:
2018	$	17,775
2019		72,697
2020		75,466
2021		78,757
2022		81,978
Thereafter		1,582,178
	$	1,908,851

5. Equity Incentive Plan

On January 5, 2017, the Company’s Board of Directors (the “Board of Directors”) adopted the Jakroo Inc. 2016 Equity Incentive Plan (the “Plan”). The Plan was adopted to retain and provide incentives for employees, officers and directors, and to align stockholder and employee interests. The participants of the Plan include the Company’s employees who were previously determined by the Board of Directors.

On January 5, 2017, the Company signed stock option agreements with certain participants and granted options thereunder to purchase a total of 3,492,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) to such participants. The vesting period of the stock options was four years starting from the date of grant. The exercise price is $0.17 per share. These options will expire ten years from the date of grant, subject to earlier termination as set forth in the Plan and the option agreement.

On August 16, 2017, the Company granted stock options under the Plan to two independent directors to purchase an aggregate of 480,000 shares of Common Stock at a price of $0.25 per share, which vested immediately. These options will be exercisable for a period of five years commencing six months from the date of grant on a cashless exercise basis.

The Company assessed the fair value of the total granted stock options on the grant date using a Black-Scholes Stock Option Pricing Model. Significant assumptions used in calculating the fair value of options are as follows:

	●	Expected volatility 54.00% ~ 68.58%;

	●	Risk-free interest rate 0.83% ~ 1.24%;

	●	Expected term (year) 4 ~ 5;

	●	Exercise price $0.17 ~ $0.25.

The estimated fair value of the total granted stock options on the grant date was $507,649, among which $56,509 was recorded in the expense of year 2017 and $451,140 is being amortized over 48 months period. For the nine months ended September 30, 2018 and 2017, total amortization of stock-based compensation expense was $84,354 and $83,105, respectively. For the three months ended September 30, 2018 and 2017, total amortization of stock-based compensation expenses was $28,430 and $28,431, respectively.

A summary of the changes in stock options outstanding under the Plan is presented below:

	Shares			Weighted Average Grant Date Fair Value			Weighted Average Exercise Price		Remaining Contractual Term
Options outstanding at December 31, 2017		3,972,000		$	507,649		$	0.18		3
Granted		-			-			-		-
Exercised		-			-			-		-
Cancelled/Forfeited		(218,250	)		(28,196	)		0.17		-
Expired		-			-			-		-
Options outstanding at September 30, 2018		3,753,750		$	479,453		$	0.18		3

A summary of the status of non-vested options is as follows:

	Shares			Weighted Average Exercise Price
Non-vested at December 31, 2017		2,619,000		$	0.17
Granted		-			-
Vested		(873,000	)		0.17
Forfeited or exercised		(218,250	)		0.17
Non-vested at September 30, 2018		1,527,750		$	0.17

On September 1, 2018, an employee of the Company voluntarily resigned her position. An option to purchase an aggregate of 436,500 shares granted to the employee in January 2017. As of the last day of her employment, 218,250 shares were vested. The vested shares can be exercised by the employee during the period from September 1, 2018 to November 30, 2018. The remaining unvested 218,250 options were forfeited.

6. Stockholders’ Equity

Common Share Issuances

In August 2018, the Company issued 200,000 shares of common stock to one investor for cash consideration of $50,000.

7. Provision for Income Taxes

The Company has operations in four tax jurisdictions - the United States, China, Canada and Austria.

The Company’s U.S. operations are subject to income tax according to U.S. tax law.

The U.S. Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively. The Tax Act requires the Company to pay U.S. income taxes on accumulated foreign subsidiary earnings not previously subject to U.S. income tax at a rate of 15.5% to the extent of foreign cash and certain other net current assets and 8% on the remaining earnings. The Company’s deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate from 35% to 21%, resulting in a deferred tax expense of $13,487 for the nine months ended September 30, 2018. This expense is attributable to the Company being in a net deferred tax asset position at the time of remeasurement. This amount can be seen on the rate reconciliation as an adjustment to deferred tax asset.

The Company’s Chinese operations are subject to Chinese tax at a statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. In addition, Rider Sportsfashion (Langfang) Limited, the Company’s Chinese subsidiary controlled through VIE agreements, is subject to 15% of income tax rate from 2017 to 2019.

The Company’s Canadian operation is subject to a 26% profit tax based on its taxable net profit in Canada.

The Company’s Austria subsidiary is subject to a 25% profit tax based on its taxable net profit in Austria.

The reconciliation of income tax at the U.S. statutory rate of 21% and 35% in 2018 and 2017, to the Company’s effective tax rate is as follows:

	Nine Months Ended September 30,
	2018			2017
Tax at U.S. Federal statutory rate	$	212,734		$	182,385
U.S. State tax		29,483			16,757
Tax rate difference between U.S. and foreign operations		(1,496	)		(41,667	)
Change of valuation allowance		36,550			60,684
Permanent difference		(27,596	)		(5,436	)
Rate change		13,487			-
Effective tax	$	263,162		$	212,723

The provisions for income taxes are summarized as follows;

	Nine Months Ended September 30,
	2018		2017
Current
Federal	$	49,638	$	46,363
State		20,895		16,757
Other foreign countries		150,394		149,603
		220,927		212,723

Deferred
Federal		20,232		-
State		8,516		-
Other foreign countries		-		-
Rate change		13,487		-
		42,235		-
Provision for income tax	$	263,162	$	212,723

The Company had approximately $488,000 net operating loss carryforwards available in the U.S., China, and Austria to reduce future taxable income which will begin to expire from 2037 for U.S. tax purposes and from 2022 for China’s income tax purpose. Of the total of net operating loss of $488,000, approximately $399,000 was incurred by our company in Austria since it started business in early 2016. The net operating loss of the Company’s wholly-foreign owned Chinese subsidiary (“WFOE”) could be carried forward for a period of not more than five years from the year of the initial loss pursuant to relevant Chinese tax laws and regulations. The net operating loss from the Company’s Austrian operations can be carried forward with no time limit from the year of the initial loss pursuant to relevant Austria tax laws and regulations. Management believes that, except for Rider Sportsfashion LLC (the Company’s U.S. subsidiary), it is more likely than not that the deferred tax assets cannot be utilized in the future because there will not be significant future earnings from the entity which generated the net operating loss. Therefore, the Company has recorded a valuation allowance on its deferred tax assets for all periods presented except for the operating loss occurred by Rider Sportsfashion LLC in the year ended December 31, 2017. Accordingly, the Company recorded a deferred tax asset of $nil as of September 30, 2018, and $42,235 as of December 31, 2017.

As of September 30, 2018 and December 31, 2017, the Company has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future periods and does not believe that there will be any significant increases or decreases of unrecognized tax benefits within the next twelve months. No interest or penalties relating to income tax matters have been imposed on the Company during the nine months ended September 30, 2018 and 2017, and no provision for interest and penalties is deemed necessary as of September 30, 2018 and December 31, 2017.

8. Related Party Transactions and Balances

(1) Kustellar LLC, an entity co-owned by Mr. Weidong Du and Ms. Wei Tan, each a stockholder and director of the Company, provides accounting consulting service to the Company. The Company was billed by Kustellar LLC $nil and $11,555 for the nine months ended September 30, 2018 and 2017, respectively; and paid $nil and $31,928 in the nine months ended September 30, 2018 and 2017, respectively.

(2) The WFOE and Rider Sportsfashion Ltd. (the Company’s Chinese VIE) leased office space from Ms. Wei Tan in China for approximately $3,000 per month. The lease expires on May 14, 2019. Rent expenses incurred to Ms. Wei Tan was approximately $27,000 and $27,000 for the nine months ended September 30, 2018 and 2017, respectively.

(3) On June 5, 2015, the Company signed a loan agreement with an officer to advance $75,000 at an annual interest rate of 2.5% with payment of a minimum of $200 per month and due on May 31, 2017. The loan was paid in full in April 2017 and the balance of such loan was zero as of September 30, 2018 and December 31, 2017.

(4) In April 2018, Designlab entered a Master Agreement and License Agreement with R2.ai, Inc., a Silicon Valley based Company specialized in artificial intelligence for internal-use software development. The individual investor of Designlab is also a majority shareholder of R2.ai, Inc.. Total agreed contract price is $80,000, which is scheduled to be paid by installment payments based on the software development milestones. $20,000 was paid in the nine months ended September 30, 2018.

9. Segment Data and Related Information

The Company’s operating segments are based on how the Chief Operating Decision Maker (“CODM”) makes decisions about allocating resources and assessing performance. As such, the CODM receives discrete financial information for the Company’s principal business by geographic region based on the Company’s strategy to develop its own brand recognition. These geographic regions include North America, China and Europe. Each geographic segment operates exclusively in one industry: the development, marketing and distribution of branded performance apparel.

The revenues, income (loss) before income taxes, and total assets associated with the Company’s segments are summarized in the following tables. Revenues represent sales to external customers for each segment. In addition to revenues, income (loss) before income taxes is a primary financial measure used by the Company to evaluate the performance of each segment. Intercompany balances were eliminated.

	Three Months Ended September 30				Nine Months Ended September 30
	2018		2017		2018		2017
Revenues
North America	$	2,162,830	$	1,902,442	$	6,472,734	$	5,526,383
China		653,156		578,084		2,438,352		1,936.266
Europe		144,824		104,231		383,558		306,391
Total revenues	$	2,960,810	$	2,584,757	$	9,294,644	$	7,769,040

	Three Months Ended September 30						Nine Months Ended September 30
	2018			2017			2018			2017
Income (loss) before income taxes
North America	$	155,611		$	36,752		$	501,183		$	391,922
China		183,651			95,181			566,895			308,478
Europe		(12,857	)		(16,458	)		(55,057	)		(95,746	)
Total Income before income taxes	$	326,405		$	115,475		$	1,013,021		$	604,654

	September 30,		December 31,
	2018		2017
Total Assets
North America	$	4,112,548	$	3,958,690
China		3,522,137		3,248,199
Europe		159,863		54,580
Total Assets	$	7,794,548	$	7,261,469

10. Subsequent Events.

The Company has evaluated subsequent events that have occurred after the date of the balance sheet through the date of issuance of these consolidated financial statements and determined that no subsequent event requires recognition or disclosure to the consolidated financial statements.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our interim condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Certain statements in this section contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report and not clearly historical in nature are forward-looking, and the words “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) generally are intended to identify forward-looking statements. Any statements in this report that are not historical facts are forward-looking statements. Actual results may differ materially from those projected or implied in any forward-looking statements. Such statements involve risks and uncertainties, including but not limited to those relating to product and customer demand, market acceptance of our products, the ability to create new products, the ability to achieve a sustainable profitable business, the effect of economic conditions, the ability to protect our intellectual property rights, competition from other providers and products, risks in product development, our ability to raise capital to fund continuing operations, and other factors discussed from time to time in our filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made except as required by law. Amounts in this section are in thousands, unless otherwise indicated.

Overview

We specialize in the design, manufacture and direct sale of customized technical endurance apparel for the cycling, triathlon, running and Nordic skiing markets across Asia, Europe and North America. Our made-to-order, just-in-time (“JIT”) process vertically integrates design, sales and distribution of sporting apparel products.

The chart below illustrates the Company’s current organizational structure:

For the purpose of streamlining its manufacturing operations in China, Rider Sportsfashion (LangFang) took over the operations of Dachang Branch and Garment Processing Branch. The deregistration process for these branches was completed in December 2017 and April 2018, respectively.

Our global sporting apparel business is currently comprised of three core business units: inline retail, which consists of products produced and sold as part of a collection (“Inline”), OEM contract manufacturing (“OEM”) and custom order. (“Custom Order”). Our Inline, OEM and Custom Order businesses currently account for 16%, 10% and 74%, respectively, of our sales revenue for the nine months ended September 30, 2018, comparing with 15%, 9%, and 76% for the nine months ended September 30, 2017.

The two primary sales channels for our Inline retail and Custom Order retail business are direct sale and wholesale. Direct sale currently generates 87% of our worldwide sales revenues (84% for the nine months ended September 30, 2017). Under the direct sale model, we sell and fulfill our products directly to end users through our Jakroo e-commerce platform. The Jakroo platform allows customers to easily log onto our platform, complete their designs or submit design requests to our Pro designers and place purchase orders. Wholesale represented 13% of our revenue for the nine months ended September 30, 2018 (compared to 16% for the nine months ended September 30, 2017). We act as both retailer and wholesaler of our products through our e-commerce platform as well as through large online retailers such as TMall in China. Sales through both channels are executed with payments made directly to us online prior to the production and shipment of products.

In order to target customers in major markets, we have established sales offices in the United States, Canada, Austria, and China that provide localized sales, marketing and customer service support to our regional markets. As of the date of the report, we have approximately 183 employees worldwide.

The purchase of our 6,300 square feet U.S. headquarters facility in Pleasanton, California in the first quarter of 2017 was the first step in further strengthening our sales, marketing and innovation teams. During the nine months ended September 30, 2018, our design team created 20,917 custom designs, compared to 19,173 custom designs during the same period in 2017, representing a 9% increase in customer design requests. We continue to invest in our 3D design workflows in order to gain greater efficiencies and to improve the end-user experience. Site visits across our .com, .ca and .eu domains rose modestly during the nine months ended September 30, 2018, compared to the same period last year. The slightly lower rate of increase of site visits can be attributed to changes in Google’s search algorithms. However, despite this, the quality of our leads has improved, leading to stronger conversion to sale rates. Overall the continual increase in leads can be attributed, in part, to our investments in athlete and high profile team sponsorships, and user experience improvements made to our websites beginning from the latter half of 2017.

During the quarter ended September 30, 2018, our new customer acquisition decreased 6% while our number of returning customers increased 35%, compared to the same quarter last year. This resulted in an aggregate revenue growth of 18% across our North American and European operating segments compared to the same period last year. We attribute the revenue growth to the introduction of new product, increased customer loyalty, improvements to our lead conversion funnel and our ability to consistently maintain a delivery timeline of 2 weeks or less.

We lease a 64,000 square feet manufacturing facility at the border of Beijing and Hebei province in China. The facility has annual capacity to produce 500,000 jerseys and manufactures all of our products. We consider our centralized manufacturing facility both a competitive advantage and a key driver behind our ability to maintain exceptionally high levels of quality and industry leading short delivery times. During the quarter ended September 30, 2018, we processed approximately 17,000 micro-production lots with a total production quantity of 43,000 units, compared to 15,000 lots and 39,000 units respectively during the same period 2017. 100% of these products were produced and shipped in 14 days or less and 51% were produced and shipped in 7 days or less for the third quarter 2018 compared to 100% of products produced in 14 days or less and 50% produced and shipped in 7 days or less during the same period of 2017. During both fiscal periods, the average production lot quantity of 3pcs remained constant.

We believe there is an increasing recognition of the health benefits of an active lifestyle through cycling, triathlon and running. We believe this trend provides us with an expanding potential consumer base for our products. We also believe there continues to be an increasing number of individuals participating in cycling, triathlon and running activities, thus creating an increased demand for athletic apparel from leisure, pre-athlete and amateur participants. We plan to continue to grow our business over the long term through increased sales of our apparel via our made-to-order, JIT process, and our expansion in international markets.

Although we believe these trends will facilitate our growth, we also face potential challenges that could limit our ability to take advantage of these opportunities, including, among other things, the risk of general economic or market conditions that could affect consumer spending and the financial health of our retail customers. In addition, we may not be able to effectively manage our growth as our business becomes a larger and more complex global business. We may not consistently be able to anticipate consumer preferences or develop new and innovative products that meet changing consumer needs and preferences in a timely manner. Furthermore, our industry is very competitive, and competition pressures could cause us to reduce the prices of our products or otherwise affect our profitability.

General

Revenues are comprised of the sales of our technical endurance apparel products, which include OEM, inline collection and custom made to order, with the latter category assuming the highest percentage of sales of the three segments.

Cost of revenues consists primarily of fabrics, other raw materials, overhead, manufacturing costs, inbound raw material freight and outbound duty and freight costs required to make our products floor-ready to customer specifications.

Our selling, general and administrative expenses consist of costs related to marketing, selling, product innovation, supply chain and corporate services. Personnel costs are included in these categories based on each employee’s function. Personnel costs include salaries, stock-based compensation, benefits and incentives.

Results of Operations

Nine Months Ended September 30, 2018 compared to Nine Months Ended September 30, 2017

The following table sets forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of net revenues:

	Nine Months Ended September 30,
	2018		2017

Revenues	$	9,294,644	$	7,769,040
Cost of revenues		3,906,426		3,259,882
Gross profit		5,388,218		4,509,158
Selling, general and administrative expense		4,318,469		3,905,769
Interest expense (income), net		56,728		(1,265	)
Income before income taxes		1,013,021		604,654
Income tax expense		263,162		212,723
Net income	$	749,859	$	391,931

*As a percentage of net revenues*	Nine Months Ended September 30,
	2018			2017

Revenues		100.00	%		100.00	%
Cost of revenues		42.03			41.96
Gross profit		57.97			58.04
Selling, general and administrative expense		46.46			50.28
Interest expenses (income), net		0.61			(0.02	)
Income before income taxes		10.90			7.78
Income tax expense		2.83			2.74
Net income		8.07	%		5.04	%

Revenues

Net revenues increased approximately $1.52 million, or 19.6%, to $9.29 million in the nine months ended September 30, 2018 from $7.77 million in the same period in 2017. Net revenues by business units are summarized below:

	Nine Months Ended September 30,
	2018		2017		$ Change		% Change
OEM	$	936,462	$	680,628	$	255,834		37.59
INLINE		1,488,445		1,171,788		316,657		27.02
CUSTOM ORDERS		6,869,737		5,916,624		953,113		16.11
Total Revenues	$	9,294,644	$	7,769,040	$	1,525,604		19.64

While the increase in net revenue was driven by increases across all business units, our Custom Order and OEM business units’ revenues increased $953,113 or 16.1% and $255,834 or 37.6%, respectively. Revenue growth of Custom Order and OEM business units accounted for approximately 79.2% of the total revenue growth for the nine months ended September 30, 2018. Inline revenue increased $316,657, or 27.0%, to $1,488,445 for the nine months ended September 30, 2018 from $1,171,788 during the same period in 2017. We attribute these results largely to our investments in customer acquisition and retention programs implemented, beginning in the fourth quarter of 2017.

Cost of revenues

For the nine months ended September 30, 2018, our total cost of revenues amounted to approximately $3.91 million or 42.03% of total revenues, as compared to approximately $3.26 million or 41.96% of total revenues in the nine months ended September 30, 2017. The slight increase in cost of revenues as a percentage of total revenue was primarily due to an increase of outbound freight costs associated with shipping goods to customers as cost of goods sold.

Gross profit

Gross profit increased $879,060, or 19.5%, to $5.39 million for the nine months ended September 30, 2018 from $4.51 million for the same period in 2017. Gross profit as a percentage of net revenues, or gross margin, decreased slightly to 57.97% in the nine months ended September 30, 2018 compared to 58.04% in the same period in 2017. The decrease in gross margin percentage was primarily driven by an increase in cost of revenue by less than 1% to 42.03% comparing to 41.96% during the same period in 2017.

Selling, general and administrative expenses

Our selling, general and administrative expenses consist of costs related to marketing, selling, new product development, auditing and legal services. For the nine months ended September 30, 2018, selling, general and administrative expenses increased $412,700, or 10.6%, to $4.32 million from $3.91 million for the same period in 2017. The changes were primarily attributable to the follows:

	●	We continue to invest in our sales offices in the U.S., Europe, Canada, and China to strengthen our customer service and increase brand awareness through advertising, promotion, and sponsorship in the respective markets.

	●	We continue to invest in product development and technology infrastructure.

	●	We continue to invest in our employees, the most valuable assets of the company. In addition to the share based-compensation plan, we made a strategic hire to lead our Product R&D in the fourth quarter of 2017 and implemented a more competitive performance based compensation plan beginning January 1, 2018.

	●	In 2017, we relocated our U.S. office to the newly purchased property. The related expenses, including interest, depreciation, property tax, and others, increased in the nine months ended September 30, 2018 compared with the same period in 2017.

As a percentage of net revenues, selling, general and administrative expenses decreased to 46.5% in the nine months ended September 30, 2018 from 50.3% for the same period in 2017. The revenue growth in the nine months ended September 30, 2018 led to an improved ratio between the selling, general and administrative expenses and the net revenue.

Provision for income taxes

Provision for income taxes increased $50,439, or 23.7%, to $263,162 in the nine months ended September 30, 2018 from $212,723 during the same period in 2017. The increase was line with the increase of $408,367, or 67.5%, in the income before taxes to $1.01 million from $604,654 for the same period in 2017. Our effective tax rate was 25.98% for the nine months ended September 30, 2018 as compared to 35.2% for the same period in 2017.

Other comprehensive income (loss)/Foreign currency translation adjustment

Other comprehensive income (loss)/foreign currency translation adjustment changed $356,250 to a loss of $207,034 in the nine months ended September 30, 2018 from an income of $149,216 in the same period of 2017. These changes were primarily attributable to the decrease in the US Dollar to RMB exchange rate in the nine months ended September 30, 2018 as compared to the same period in 2017.

Three Months Ended September 30, 2018 compared to Three Months Ended September 30, 2017

The following table sets forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of net revenues:

	Three Months Ended September 30,
	2018		2017

Revenues	$	2,960,810	$	2,584,757
Cost of revenues		1,160,119		1,035,712
Gross profit		1,800,691		1,549,045
Selling, general and administrative expense		1,455,529		1,432,903
Interest expense (income), net		18,757		667
Income before income taxes		326,405		115,475
Income tax expense		90,036		30,076
Net income	$	236,369	$	85,399

*As a percentage of net revenues*	Three Months Ended September 30,
	2018			2017

Revenues		100.00	%		100.00	%
Cost of revenues		39.18			40.07
Gross profit		60.82			59.93
Selling, general and administrative expense		49.16			55.43
Interest expense (income), net		0.63			0.03
Income before income taxes		11.03			4.47
Income tax expense		3.04			1.17
Net income		7.99	%		3.30	%

Revenues

Net revenues increased $376,053, or 14.6%, to $2.96 million in the three months ended September 30, 2018 from $2.58 million in the same period in 2017. Net revenues by business units are summarized below:

	Three Months Ended September 30,
	2018		2017		$ Change		% Change
OEM	$	163,371	$	116,516	$	46,855		40.21	%
INLINE		578,319		434,379		143,940		33.14	%
CUSTOM		2,219,120		2,033,862		185,258		9.11	%
Total Revenues	$	2,960,810	$	2,584,757	$	376,053		14.55	%

The increase in net revenue was the effect of an increase of Inline and Custom Orders revenue of $143,940 and $185,258, respectively, in the three months ended September 30, 2018 compared to the same period in 2017. We attribute these results largely to our investments in customer acquisition and retention programs implemented, beginning from the fourth quarter of 2017. OEM revenue increased $46,855, or 40.21%, to $163,371 from $116,516 for the same period in 2017.

Cost of revenues

For the three months ended September 30, 2018, our total cost of revenues amounted to approximately $1.16 million or approximately 39.2% of total revenues, as compared to approximately $1.04 million or approximately 40.1% of total revenues in the three months ended September 30, 2017. The increase in cost of revenues as a percentage of total revenue was primarily due to an increase of outbound freight costs associated with shipping goods to customers as cost of goods sold.

Gross profit

Gross profit increased $251,646, or 16.2%, to $1.80 million for the three months ended September 30, 2018 from $1.55 million for the same period in 2017. Gross profit as a percentage of net revenues, or gross margin, increased by less than 1% to 60.8% in the three months ended September 30, 2018 compared to 60.0% in the same period in 2017. The increase in gross margin percentage was primarily driven by a decrease in cost of revenue by approximately 0.9% to 39.2% compared to 40.1% during the same period in 2017.

Selling, general and administrative expenses

Our selling, general and administrative expenses increased $22,626, or 1.6%, to $1.46 million in the three months ended September 30, 2018 from $1.43 million in same period of 2017. As a percentage of net revenues, selling, general and administrative expenses decreased to 49.2% in the third quarter of 2018 from 55.4% in the same period in 2017. The decrease in percentage was primarily attributable to an increase of $376,053, or 14.6%, in net revenue for the three months ended September 30, 2018 compared to the same period in 2017 while selling, general and administrative expenses are relatively stable for the periods.

Provision for income taxes

Provision for income taxes increased $59,960 to $90,036 in the three months ended September 30, 2018 from $30,076 during the same period in 2017. The increase was line with the increase of $210,930, or 182.7%, in the income before taxes to $326,405 from $115,475 for the same period in 2017. Our effective tax rate was 28% in the three months ended September 30, 2018 as compared to 26% in the same period of 2017.

Other comprehensive income (loss)/Foreign currency translation adjustment

Other comprehensive income (loss)/foreign currency translation adjustment changed $190,772 to a loss of $127,627 in the three months ended September 30, 2018 from an income of $63,145 during the same period in 2017. These changes were primarily attributable to the decrease in the US Dollar to RMB exchange rate in the three months ended September 30, 2018 as compared to the same period in 2017.

Segment Results of Operation

The net revenues and operating income associated with our segments are summarized in the following tables.

Nine Months Ended September 30, 2018 compared to Nine Months Ended September 30, 2017

Revenues by segment are summarized below:

	Nine Months Ended September 30,
	2018		2017		$ Change		% Change
North America	$	6,472,734	$	5,526,383	$	946,351		17.12
China		2,438,352		1,936,266		502,086		25.93
Europe		383,558		306,391		77,167		25.19
Total revenues	$	9,294,644	$	7,769,040	$	1,525,604		19.64

Net revenues in our North America operating segment increased $946,351, or 17.1%, to $6.47 million in the nine months ended September 30, 2018 from $5.53 million in the same period of 2017. It was primarily due to the increase of revenue of our Custom Order business. Net revenues in China increased $502,086, or 25.9%, to $2.44 million in nine months ended September 30, 2018 from $1.94 million in the same period of 2017. This increase was primarily due to an increase of revenue from our OEM business in China. It is our strategy to shift our capacity from OEM with lower margin to higher margin business unit Custom Orders. Revenue generated from the European market showed an increase of $77,167, or 25.2%, to $383,558 in the nine months ended September 30, 2018 from $306,391 in the same period of 2017. During the next three months, as a result of divestment in our sponsored team partnerships and transition into the slower fall and winter seasons we expect revenues to remain at par or at a slight decline with the same period of 2017.

Income (loss) before income taxes by segment is summarized below:

	Nine Months Ended September 30,
	2018			2017			$ Change		% Change
North America	$	501,183		$	391,922		$	109,261		27.88
China		566,895			308,478			258,417		83.77
Europe		(55,057	)		(95,746	)		40,689		(42.50	)
Total income before income taxes	$	1,013,021		$	604,654		$	408,367		67.54

Our North America operating segment shows an increase of operating income of $109,261, or 27.9%, to $501,183 for the nine months ended September 30, 2018 from $391,922 in the same period of 2017. The change in the operating income was primarily driven by the following:

	●	An increase in net revenue of $946,351, or 17.1%, for this segment in the nine months ended September 30, 2018 compared to the same period in 2017;

	●	Expansion of our sales team in North America; and

	●	A decrease in sponsorships, discounts and marketing related costs.

Our China operating segment showed an increase of operating income of $258,417, or 83.8%, to $566,895 for the nine months ended September 30, 2018 from $308,478 in the same period of 2017. This was mainly due to the increase of OEM orders and Inline orders and improvement of production efficiency leading to lower average production costs per unit.

Our Europe business segment showed a decrease of the operating loss of $40,689, or 42.5%, to $55,057 for the nine months ended September 30, 2018 from a $95,746 operating loss in the same period in 2017. Our revenue generated by the European market has continued to rise and generated an increase in gross profit which has led to less loss in the nine months ended September 30, 2018. The reduction in operating losses for the period was primarily due to an increase of revenue, better marketing strategy with lower discount to customers and the termination of our sponsorship agreement with a continental cycling team in Austria.

Three Months Ended September 30, 2018 compared to Three Months Ended September 30, 2017

Revenues by segment are summarized below:

	Three Months Ended September 30,
	2018		2017		$ Change		% Change
North America	$	2,162,830	$	1,902,442	$	260,388		13.69
China		653,156		578,084		75,072		12.99
Europe		144,824		104,231		40,593		38.95
Total revenues	$	2,960,810	$	2,584,757	$	376,053		14.55

Net revenues in our North America operating segment increased $260,388, or 13.7%, to $2.16 million in the three months ended September 30, 2018 from $1.90 million in the same period of 2017. The increase was primarily due to an increase of revenue of our Custom Order business. Net revenues in China increased $75,072, or 13.0% to $653,156 in the three months ended September 30, 2018 from $578,084 in the same period of 2017. This increase was primarily due to an increase of revenue in our Inline business in China. Net revenue generated from the European market increased by $40,593, or 39.0%, to $144,824 in the three months ended September 30, 2018 from $104,231 in the same period of 2017 as a result of reduction of discounts offered to the customer.

Income (loss) before income taxes by segment is summarized below:

	Three Months Ended September 30,
	2018			2017			$ Change		% Change
North America	$	155,611		$	36,752		$	118,859		323.41
China		183,651			95,181			88,470		92.95
Europe		(12,857	)		(16,458	)		3,601		(21.88	)
Total income before income taxes	$	326,405		$	115,475		$	210,930		182.66

Our North America operating segment shows an increase of operating income of $118,859, or 323.4%, to $155,611 in the three months ended September 30, 2018 from $36,752 for the same period in 2017. The change is due to:

	●	An increase of net revenue of $260,388, or 13.7% for this segment in the three months ended September 30, 2018 compared to the same period in 2017;

	●	A positive result from the increase in marketing and promotional efforts; and

	●	Increased custom order revenue with higher profit margin

Our China operating segment showed an increase of $88,470, or 93.0%, from $95,181 in the three months ended September 30, 2018 to $183,651 for the same period in 2017. The increase of our operating income is primarily driven by an increase of $75,072, or 13.0%, in revenue for this segment during three months ended September 30, 2018 compared to the same period in 2017 and the improvement of production efficiency leading to lower average production costs per unit.

Our Europe operating segment showed a decrease of operating loss of $3,601, or 21.9%, to $12,857 for the three months ended September 30, 2018 from $16,458 operating loss in the same period of 2017. Our revenue generated by the European market has continued to rise. As a result, we experienced and generated an increase in gross profit which has led to less loss occurred in the three months ended September 30, 2018. The reduction in operating losses for the period was primarily due to an increase of revenue, reduction of customer discounts, and the termination of our sponsorship agreement with a continental cycling team in Austria.

Liquidity and Capital Resources

Our cash requirements have principally been for working capital and capital expenditures. We fund our working capital, inventory and capital investments from cash flows from operating activities and cash and cash equivalents on hand. Our working capital requirements generally reflect the growth in our business. Our capital investments have included purchasing factory machinery, leasehold improvements for our offices and factory, land and building, and making investments and improvements in information technology systems.

We believe our cash, cash equivalents on hand and cash from operations are adequate to meet our liquidity needs and capital expenditure requirements for at least the next 12 months. Although we believe we have adequate sources of liquidity over the long term, an economic recession, a slow growth period, a decrease in demand for our products, or the need for liquidity to engage in strategic opportunities could adversely affect our business and liquidity or increase our need for liquidity. If and when needed, no assurances can be given that funding will be available to us on acceptable terms, if at all. In addition, instability in or a tightening of the capital markets could adversely affect our ability to obtain additional capital, on terms acceptable to us or at all, to grow our business.

Cash Flows

The following table presents the major components of net cash flows used in and provided by operating, investing and financing activities for the periods presented:

Nine Months Ended September 30, 2018 compared to Nine Months Ended September 30, 2017

	Nine Months Ended September 30,
	2018			2017

Net cash provided by (used in):
Operating activities	$	982,572		$	263,108
Investing activities		(337,226	)		(2,534,156	)
Financing activities		(2,066	)		2,119,943
Effect of exchange rate changes on cash and cash equivalents		(146,216	)		100,049
Net increase (decrease) in cash and cash equivalents	$	497,064		$	(51,056	)

Operating Activities

Operating activities consisted primarily of net income adjusted for certain non-cash items. Adjustments to net income for non-cash items included depreciation and amortization, share-based compensation, and deferred taxes. In addition, operating cash flows included the effect of changes in operating assets and liabilities, principally inventories, accounts receivable, income taxes payable, prepaid expenses and other assets, accounts payable, advance from customers, and accrued expenses.

Cash flows provided by operating activities increased $719,464, or 273.4%, to $982,572 for the nine months ended September 30, 2018 from $263,108 of cash flows provided by operating activities during the same period in 2017. The increase in cash from operating activities was due to increased net cash flows from operating assets and liabilities of $311,063, an increase in net income of $357,928, and an increase resulting from adjustments to net income for non-cash items, which increased $50,473 in the nine months ended September 30, 2018 compared to the same period in 2017.

Investing Activities

Cash used in investing activities decreased approximately $2.20 million, or 86.7%, to $337,226 in the nine months ended September 30, 2018 from $2.53 million in the same period in 2017, primarily due to lower capital expenditure. For the nine months ended September 30, 2017, total capital expenditure was primarily used for a purchase of land and building in the U.S. in the amount of $2.61 million offset by the repayment of a loan received from an officer in the amount $74,198 and $3,022 proceeds received from sale of equipment.

Total capital expenditure was $337,226 and $2.53 million in the nine months ended September 30, 2018 and 2017, respectively.

Financing Activities

Financing activities during the nine months ended September 30, 2017 consisted primarily of $97,009 of proceeds received from related parties, a mortgage loan of $2.04 million for the purchase of land and building in the U.S. and repayment of the mortgage of $62,002. The Company also received cash of $44,936 from issuances of common stock in the nine months ended September 30, 2017.

The Company’s repayment of its mortgage loan was $52,066 in the nine months ended September 30, 2018, compared to $62,002 for the same period in 2017. The company also received cash of $50,000 from issuances of common stock in the nine months ended September 30, 2018.

Off-Balance Sheet Arrangements

In connection with various contracts and agreements, we have agreed to indemnify counterparties against certain third party claims relating to the infringement of intellectual property rights and other items. Generally, such indemnification obligations do not apply in situations in which our counterparties are grossly negligent, engage in willful misconduct or act in bad faith. Based on our historical experience and the estimated probability of future loss, we have determined the fair value of such indemnifications is not material to our financial position or results of operations.

Recently Issued Accounting Standards

From time to time, new accounting pronouncements are issues by the Financial Accounting Standards Board or other standard bodies that may have an impact on the Company’s accounting and reporting. The Company believes that any recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company, and therefore, we are not required to provide information required by this Item of Form 10-Q.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedure include, without limitations, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed by our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2018. Based on that evaluation, these officers concluded that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our control have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

On January 12, 2017, we filed a lawsuit against the Trademark Review and Adjudication Board of State Administration For Industry & Commerce of the People’s Republic of China (the “Defendant”) with the Beijing Intellectual Property Court, requesting revocation of the verdict (Shangping Zi [2016] .0000098608) made by the Defendant concerning the No. 11757369 “捷酷 JAKROO” trademark’s invalid declaration application. At the same time, we requested the Defendant should make the re-ruling of the invalid declaration application of “捷酷 JAKROO” trademark. On January 12, 2017, the Beijing Intellectual Property Court accepted the case. Up until now, we have not received notice of a hearing. Although the outcome of this case cannot be predicted with certainty, we do not believe that the ultimate resolution of these matters will have a material adverse effect on our financial position or on our results of operation. Other than the above, we are not presently a party to any pending lawsuits or claims.

Item1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this report are any of the risks described in the Annual Report on Form 10-K for the year ended December 31, 2017. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

As of the date of this report, there have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2017. except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

As previously disclosed in its Quarterly Report for the quarter ended June 30, 2018, in June 2018, the Company entered into a subscription agreement (the “Subscription Agreements”) with a non-U.S. person (as defined in Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

In August 2018, pursuant to the Subscription Agreement, the Company issued and sold to the Investor, and the Investor purchased from the Company, an aggregate of 200,000 shares (the “Shares”) of Common Stock, for a purchase price of $0.25 per Share, for total cash proceeds of $50,000. The Shares were offered and sold in reliance upon Regulation S of the Securities Act and the sale of the Shares was exempt from the registration requirements of the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None

Item 6. Exhibits.

No.		Description
10.1		Form of Subscription Agreement (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 filed on April 21, 2017).
31.1		Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	JAKROO INC.

Date: November 14, 2018	By:	/s/ Weidong (Wayne) Du
	Name:	Weidong (Wayne) Du
	Title:	Chief Executive Officer

Date: November 14, 2018	By:	/s/ Wei Tan
	Name:	Wei Tan
	Title:	Chief Financial Officer