UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended June 30, 2019

 

☐ 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: 001-34591

 

SHARING ECONOMY INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

 

NEVADA   90-0648920
 (State or other jurisdiction of
incorporation of organization) 		  (I.R.S. Employer
Identification No.)

 

No. 9 Yanyu Middle Road

Qianzhou Village, Huishan District, Wuxi City

Jiangsu Province, China 214181

(Address of principal executive offices)

 

(86) 51083397559

(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 ☒ No ☐

 

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 ☐

 

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. (Check one):

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer  ☐ Smaller reporting company ☒
    Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange
on which registered
         

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 9,278,106 shares of common stock are issued and outstanding as of October 8, 2019.

 

 

 

 

   

SHARING ECONOMY INTERNATIONAL INC. AND SUBSIDIARIES

FORM 10-Q

June 30, 2019

 

TABLE OF CONTENTS

 

    Page No.
  PART I. - FINANCIAL INFORMATION  
     
Item 1. Financial Statements 1
  Condensed Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018 1
  Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited) 2
  Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited) 3-4
  Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (Unaudited) 5
  Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25
Item 3. Quantitative and Qualitative Disclosures About Market Risk 40
Item 4. Controls and Procedures 40
     
   PART II - OTHER INFORMATION  
     
Item 5. Exhibits 42

 

i

 

  

FORWARD LOOKING STATEMENTS

 

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

 

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

 

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 FREE. Our SEC filings are available through our website at http://www.seii.com/investor-relations/sec-filings.

 

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

 

ii

 

  

PART 1 - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

SHARING ECONOMY INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

  

    June 30,     December 31,  
    2019     2018  
    (Unaudited)        
ASSETS            
             
CURRENT ASSETS:            
Cash and cash equivalents   $ 134,169     $ 781,740  
Restricted cash     98,585       77,473  
Notes receivable     14,566       149,757  
Accounts receivable, net of allowance for doubtful accounts     1,028,702       4,327,980  
Inventories, net of inventory reserve     1,947,745       6,414,305  
Advances to suppliers     -       565,295  
Receivable from sale of subsidiary     -       2,791,590  
Prepaid license fee - related party, net     331,915       663,830  
Prepaid expenses and other     2,178,703       5,235,113  
Assets of discontinued operations     216,220       209,926  
                 
Total current assets     5,950,605       21,217,009  
                 
OTHER ASSETS:                
Property and equipment, net     6,882,656       21,563,420  
Intangible assets, net     3,455,878       3,562,513  
                 
Total other assets     10,338,534       25,125,933  
                 
Total assets   $ 16,289,139     $ 46,342,942  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
CURRENT LIABILITIES:                
Short-term bank loans   $ 2,000,017     $ 2,182,960  
Bank acceptance notes payable     94,676       72,698  
Convertible note payable     745,903       710,504  
Accounts payable     2,596,468       4,254,598  
Accrued expenses     478,852       779,948  
Advances from customers     -       1,073,797  
Due to related parties     1,525,779       1,257,505  
Income taxes payable     60,172       60,065  
Liabilities of discontinued operations     312,738       268,532  
                 
Total current liabilities     7,814,605       10,660,607  
                 
LONG-TERM LIABILITIES:                
Long-term loan     165,903       244,910  
                 
Total liabilities     7,980,508       10,905,517  
                 
STOCKHOLDERS’ EQUITY:                
Preferred stock, $0.001 par value; 10,000,000 shares authorized; Series A Preferred stock ($0.001 par value; 10,000,000 shares authorized; 0 and 0 issued and outstanding at June 30, 2019 and December 31, 2018, respectively)     -       -  
Common stock ($0.001 par value; 12,500,000 shares authorized; 9,278,106 and 7,449,123 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively)     9,278       7,449  
Additional paid-in capital     58,301,021       58,452,131  
Retained earnings     (54,526,718 )     (27,492,559 )
Statutory reserve     2,352,592       2,352,592  
Accumulated other comprehensive income - foreign currency translation adjustment     2,975,370       2,657,614  
Total stockholder’s equity     9,111,543       35,977,227  
                 
Non-controlling interest     (802,912 )     (539,802 )
                 
Total stockholders’ equity     8,308,631       35,437,425  
                 
Total liabilities and stockholders’ equity   $ 16,289,139     $ 46,342,942  

 

See notes to unaudited condensed consolidated financial statements.

 

1

 

   

SHARING ECONOMY INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

  

    For the Three Months Ended     For the Six Months Ended  
    June 30,     June 30,  
    2019     2018     2019     2018  
                         
REVENUES   $ 1,675,647     $ 2,569,593     $ 3,566,701     $ 5,138,120  
                                 
COST OF REVENUES     2,345,420       3,289,480       8,232,011       6,217,372  
                                 
GROSS LOSS     (669,773 )     (719,887 )     (4,665,310 )     (1,079,252 )
                                 
OPERATING EXPENSES:                                
Depreciation and amortization     98,474       345,745       375,807       588,748  
Selling, general and administrative     1,396,397       4,674,593       3,976,458       7,421,577  
Research and development     92,454       124,981       185,832       238,428  
Bad debt expense     (25,318 )     (2,214 )     4,356,123       1,315,990  
Impairment loss     (78,506 )     -       13,507,553       -  
                                 
Total operating expenses     1,483,501       5,143,105       22,401,773       9,564,743  
                                 
LOSS FROM OPERATIONS     (2,153,274 )     (5,862,992 )     (27,067,083 )     (10,643,995 )
                                 
OTHER INCOME (EXPENSE):                                
Interest income     703       7,617       798       9,078  
Interest expense     (38,994 )     (92,362 )     (171,807 )     (122,814 )
Loss on equity method investment     -       (73,433 )     -       (145,845 )
Foreign currency transaction gain (loss)     2       (758 )     (1,490 )     (1,913 )
Other loss     (56,601 )     (725 )     (57,324 )     (725 )
                                 
Total other expense, net     (94,890 )     (159,661 )     (229,823 )     (262,219 )
                                 
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES     (2,248,164 )     (6,022,653 )     (27,296,906 )     (10,906,214 )
                                 
PROVISIONS FOR INCOME TAXES:                                
Current     -       -       -       -  
Deferred     -       -       -       -  
                                 
Total income taxes provision     -       -       -       -  
                                 
LOSS FROM CONTINUING OPERATIONS     (2,248,164 )     (6,022,653 )     (27,296,906 )     (10,906,214 )
                                 
DISCONTINUED OPERATIONS:                                
Gain (loss) from discontinued operations, net of income taxes     -       (28 )     -       16,871  
                                 
GAIN (LOSS) FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES     -       (28 )     -       16,871  
                                 
NET LOSS     (2,248,164 )     (6,022,681 )     (27,296,906 )     (10,889,343 )
                                 
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST     (60,679 )     (219,905 )     (262,747 )     (306,153 )
                                 
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS   $ (2,187,485 )   $ (5,802,776 )     (27,034,159 )     (10,583,190 )
                                 
COMPREHENSIVE LOSS:                                
Net loss   $ (2,248,164 )   $ (6,022,681 )     (27,296,906 )     (10,889,343 )
Unrealized foreign currency translation gain (loss)     (364,636 )     (2,952,028 )     317,393       (902,393 )
                                 
Comprehensive loss   $ (2,612,800 )   $ (8,974,709 )     (26,979,513 )     (11,791,736 )
                                 
Net loss attributable to non-controlling interest   $ (60,679 )   $ (219,905 )     (262,747 )     (306,153 )
Unrealized foreign currency translation loss from non-controlling interest     -       -       (363 )     -  
                                 
Comprehensive loss attributable to common stockholders   $ (2,552,121 )   $ (8,754,804 )     (26,716,403 )     (11,485,583 )
                                 
NET LOSS PER COMMON SHARE:                                
Continuing operations - basic and diluted   $ (0.47 )   $ (1.65 )     (3.12 )     (2.98 )
Discontinued operations - basic and diluted     -       -       -       -  
                                 
Net loss per common share - basic and diluted   $ (0.47 )   $ (1.65 )     (3.12 )     (2.98 )
                                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                                
Basic and diluted     4,658,915       3,524,660       8,657,671       3,554,498  

 

See notes to unaudited condensed consolidated financial statements.

 

2

 

   

SHARING ECONOMY INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six Months Ended June 30, 2019 and 2018

(Unaudited)

  

    Common Stock     Additional                 Accumulated
Other 		    Non-     Total  
    Number of           Paid-in     Retained     Statutory     Comprehensive     controlling     Stockholders’  
    Shares     Amount     Capital     Earnings     Reserve     Income     Interest     Equity  
                                                 
Balance, April 1, 2019     9,122,729     $ 9,123     $ 58,203,963     $ (52,339,233 )   $ 2,352,592     $ 3,340,006     $ (742,233 )   $ 10,824,218  
                                                                 
Common stock issued for cash     -       -       -       -       -       -       -       -  
                                                                 
Common stock issued for services to consultants and service providers     447,399       447       96,766       -       -       -       -       97,213  
                                                                 
Common stock surrendered for services from consultants and service providers     (292,022 )     (292 )     292       -       -       -       -       -  
                                                                 
Common stock issued upon conversion of debt     -       -       -       -       -       -       -       -  
                                                                 
Common stock issued for donation     -       -       -       -       -       -       -       -  
                                                                 
Net loss     -       -       -       (2,187,485 )     -       -       (60,679 )     (2,248,164 )
                                                                 
Foreign currency translation adjustment     -       -       -       -       -       (364,636 )     -     (364,636 )
                                                                 
Balance, June 30, 2019     9,278,106     $ 9,278     $ 58,301,021     $ (54,526,718 )   $ 2,352,592     $ 2,975,370     $ (802,912 )   $ 8,308,631  
                                                                 
    Common Stock     Additional                 Accumulated
Other 		    Non-     Total  
    Number of           Paid-in     Retained     Statutory     Comprehensive     controlling     Stockholders’  
    Shares     Amount     Capital     Earnings     Reserve     Income     Interest     Equity  
                                                 
Balance, April 1, 2018     4,445,709     $ 4,446     $ 49,160,622     $ 8,844,315     $ 2,352,592     $ 6,973,464     $ 341,742     $ 67,677,181  
                                                                 
Common stock issued for cash     -       -       -       -       -       -       -       -  
                                                                 
Common stock issued for services to consultants and service providers     1,340,882       1,341       5,393,161       -       -       -       -       5,394,502  
                                                                 
Common stock issued for services to employees and directors     1,200       1       3,734       -       -       -       -       3,735  
                                                                 
Common stock issued upon conversion of debt     -       -       -       -       -       -       -       -  
                                                                 
Common stock issued for acquisition of majority-owned subsidiaries     250,000       250       1,039,750       -       -       -       -       1,040,000  
                                                                 
Share of reserve arising from acquisition of a non-wholly owned subsidiaries     -       -       -       -       -       -       (1,348 )      (1,348 ) 
                                                                 
Net loss     -       -       -       (5,802,776 )     -       -       (219,905 )     (6,022,681 )
                                                                 
Foreign currency translation adjustment     -       -       -       -       -       (2,952,028 )     -     (2,952,028 )
                                                                 
Balance, June 30, 2018     6,037,791     $ 6,038     $ 55,597,267     $ 3,041,539     $ 2,352,592     $ 4,021,436     $ 120,489     $ 65,139,361  

  

3

 

 

    Common Stock     Additional                 Accumulated
Other 		    Non-     Total  
    Number of           Paid-in     Retained     Statutory     Comprehensive     controlling     Stockholders’  
    Shares     Amount     Capital     Earnings     Reserve     Income     Interest     Equity  
                                                 
Balance, January 1, 2019     7,449,123     $ 7,449     $ 58,452,131     $ (27,492,559 )   $ 2,352,592     $ 2,657,614     $ (539,802 )   $ 35,437,425  
                                                                 
Common stock issued for cash     690,000       690       199,410       -       -       -       -       200,100  
                                                                 
Common stock issued for services to consultants and service providers     1,349,347       1,349       287,620       -       -       -       -       288,969  
                                                                 
Common stock surrendered for services from consultants and service providers     (562,501 )     (562 )     (947,386 )     -       -       -       -       (947,948 )
                                                                 
Common stock issued upon conversion of debt     266,667       267       49,733       -       -       -       -       50,000  
                                                                 
Common stock issued for donation     85,470       85       259,513       -       -       -       -       259,598  
                                                                 
Net loss     -       -       -       (27,034,159 )     -       -       (262,747 )     (27,296,906 )
                                                                 
Foreign currency translation adjustment     -       -       -       -       -       317,756       (363 )     317,393  
                                                                 
Balance, June 30, 2019     9,278,106     $ 9,278     $ 58,301,021     $ (54,526,718 )   $ 2,352,592     $ 2,975,370     $ (802,912 )   $ 8,308,631  
                                                                 
    Common Stock     Additional                 Accumulated
Other 		    Non-     Total  
    Number of           Paid-in     Retained     Statutory     Comprehensive     controlling     Stockholders’  
    Shares     Amount     Capital     Earnings     Reserve     Income     Interest     Equity  
                                                 
Balance, January 1, 2018     2,527,720     $ 2,528     $ 40,241,172     $ 13,624,729     $ 2,352,592     $ 4,923,829     $ 24,230     $ 61,169,080  
                                                                 
Common stock issued for cash     69,676       70       256,340       -       -       -       -       256,410  
                                                                 
Common stock issued for services to consultants and service providers     2,564,151       2,564       11,590,365       -       -       -       -       11,592,929  
                                                                 
Common stock issued for services to employees and directors     251,070       251       822,696       -       -       -       -       822,947  
                                                                 
Common stock issued upon conversion of debt     200,100       200       670,135       -       -       -       -       670,335  
                                                                 
Common stock issued for acquisition of majority-owned subsidiaries     425,074       425       2,016,559       -       -       -       -       2,016,984  
                                                                 
Share of reserve arising from acquisition of a non-wholly owned subsidiaries     -       -       -       -       -       -       402,412       402,412  
                                                                 
Net loss     -       -       -       (10,583,190 )     -       -       (306,153 )     (10,889,343 )
                                                                 
Foreign currency translation adjustment     -       -       -       -       -       (902,393 )     -     (902,393 )
                                                                 
Balance, June 30, 2018     6,037,791     $ 6,038     $ 55,597,267     $ 3,041,539     $ 2,352,592     $ 4,021,436     $ 120,489     $ 65,139,361  

    

See notes to unaudited condensed consolidated financial statements.

 

4

 

   

SHARING ECONOMY INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

  

    For the Six Months Ended  
    June 30,  
    2019     2018  
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net loss   $ (27,296,906 )   $ (10,889,343 )
Adjustments to reconcile net loss from operations to net cash provided by (used in) operating activities:                
Depreciation     1,388,696       2,101,654  
Amortization of intangible assets     110,263       200,196  
Bad debt allowance     4,356,123       1,315,990  
Bad debt recovery - discontinued operations     -       (16,899 )
Impairment loss of property and equipment     13,507,553       -  
Loss on equity method investment     -       145,845  
Stock-based employment compensation     933       878,325  
Stock-based professional fees     2,188,765       4,711,594  
Stock-based donation     259,598       -  
Amortization of debt discount     69,502       46,334  
Amortization of license fee     331,915       65,000  
Write-off of inventory     3,650,801       -  
Changes in operating assets and liabilities:                
Notes receivable     137,089       383,667  
Accounts receivable     1,820,260       2,610,324  
Inventories     881,420       (2,263,041 )
Prepaid and other current assets     383,834       (963,721 )
Advances to suppliers     573,119       1,090,783  
Assets of discontinued operations     (5,989 )     135,792  
Accounts payable     (1,688,122 )     110,153  
Accrued expenses     (305,982 )     93,739  
Advances from customers     (1,088,661 )     (43,081 )
Liabilities of discontinued operations     44,252       (136,150 )
                 
Net cash used in operating activities     (681,537 )     (422,839 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:                
Purchase of property and equipment     -       (73,800 )
Proceed received from acquisition     -       2,341  
                 
Net cash used in investing activities     -       (71,459 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceed from convertible note     -       900,000  
Offering costs paid     -       (195,018 )
Proceeds from bank loan     442,223       706,425  
Repayments of bank loan     (711,726 )     (706,425 )
Increase (decrease) in bank acceptance notes payable     22,111       (274,721 )
Advance from related party     299,878       874,413  
Repayment of related party advances     (31,604 )     -  
Proceeds from sale of common stock, net     200,100       256,410  
                 
Net cash provided by financing activities     220,982       1,561,084  
                 
Effect of exchange rate changes     (165,904 )     (100,418 )
                 
Net change in cash, cash equivalents and restricted cash     (626,459 )     966,368  
                 
Cash, cash equivalents and restricted cash - beginning of period     859,213       1,292,428  
                 
Cash, cash equivalents and restricted cash - end of period   $ 232,754     $ 2,258,796  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                
Cash paid in continuing operations for:                
Interest   $ 171,807     $ 61,480  
Income taxes   $ -     $ -  
                 
Cash paid in discontinued operations for:                
Interest   $ -     $ -  
Income taxes   $ -     $ -  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES:                
Stock issued for future services to consultants and vendors   $ 111,280     $ 7,907,678  
Stock issued for future services to employees and directors   $ -     $ 2,782  
Stock issued for repayment of convertible note   $ -     $ 670,335  
Stock issued for convertible note   $ -     $ 747,510  
Stock issued for acquisition of non-wholly owned subsidiaries   $ -     $ 976,984  
Stock issued for redemption of convertible note and accrued interest   $ 50,000     $ -  
Stock issued for prepayment of license fee – related party   $ -     $ 1,040,000  
                 
RECONCILIATION OF CASH,  CASH EQUIVALENTS AND RESTRICTED CASH                
Cash and cash equivalents at beginning of period   $ 781,740     $ 1,019,437  
Restricted cash at beginning of period     77,473       272,991  
Total cash, cash equivalents and restricted cash at beginning of period   $ 859,213     $ 1,292,428  
                 
Cash and cash equivalents at end of period   $ 134,169     $ 2,164,137  
Restricted cash at end of period     98,585       94,659  
Total cash, cash equivalents and restricted cash at ended of period   $ 232,754     $ 2,258,796  

 

See notes to unaudited condensed consolidated financial statements.

  

5

 

 

SHARING ECONOMY INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

 

In the opinion of management, the consolidated balance sheet as of December 31, 2018 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended June 30, 2019 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2019 or for any future period.

 

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2018.

 

NOTE 2 – DESCRIPTION OF BUSINESS AND ORGANIZATION

 

Sharing Economy International Inc. (the “Company”) was incorporated in Delaware on June 24, 1987 under the name of Malex, Inc. On December 18, 2007, the Company’s corporate name was changed to China Wind Systems, Inc. and on June 13, 2011, the Company changed its corporate name to Cleantech Solutions International, Inc. On August 7, 2012, the Company was converted into a Nevada corporation. On January 8, 2018, the Company changed its corporate name to Sharing Economy International Inc. 

 

Through its affiliated companies, the Company manufactures and sells textile dyeing and finishing machines. The Company is the sole owner of Fulland Limited (“Fulland”), a Cayman Island limited liability company, which was organized on May 9, 2007. Fulland owns 100% of the capital stock of Green Power Environment Technology (Shanghai) Co., Ltd. (“Green Power”) and, until December 30, 2016, Fulland owned 100% of Wuxi Fulland Wind Energy Equipment Co., Ltd. (“Fulland Wind”). Green Power is and Fulland Wind was a wholly foreign-owned enterprise (“WFOE”) organized under the laws of the People’s Republic of China (“PRC” or “China”). Green Power is a party to a series of contractual arrangements, as fully described below, dated October 12, 2007 with Wuxi Huayang Heavy Industries, Co., Ltd. (“Heavy Industries”), formerly known as Wuxi Huayang Electrical Power Equipment Co., Ltd., and Wuxi Huayang Dyeing Machinery Co., Ltd. (“Dyeing”), both of which are limited liability companies organized under the laws of, and based in, the PRC. Heavy Industries and Dyeing are sometimes collectively referred to as the “Huayang Companies.”

 

6

 

 

Dyeing, which was formed on August 17, 1995, produces and sells a variety of high and low temperature dyeing and finishing machinery for the textile industry. The Company refers to this segment as the dyeing and finishing equipment segment. On December 26, 2016, Dyeing and an unrelated individual formed Wuxi Shengxin New Energy Engineering Co., Ltd. (“Shengxin”), a limited liability company organized under the laws of the PRC in which Dyeing has a 30% equity interest and the unrelated third party holds a 70% interest, pursuant to an agreement dated December 23, 2016. Shengxin intends to develop, construct and maintain photovoltaic power generation projects, known as solar farms, in China, mainly in the provinces of GuiZhou and YunNan. In April 2018, Shengxin secured and invested in a large solar PV project in GuiZhou province. Shengxin paid RMB40 million for the project rights and also engaged a local contractor to proceed with building the project. However, on June 1, 2018, the Chinese government halted installation of new solar farms for the remainder of the year and reduced subsidies for projects already under construction. In September 2018, due to significant doubt about the status of this project and recoverability of the Company’s investment, the Company fully impaired the value of its investment in Shengxin (see Note 5).

 

Fulland Wind was formed on August 27, 2008. In 2009, the Company began to produce and sell forged products through Fulland Wind. Through Fulland Wind, the Company manufactured and sold forged products, including wind products such as shafts, rolled rings, gear rims, gearboxes, bearings and other components and finished products and assemblies for the wind power and other industries, including large-scale equipment used in the manufacturing process for the various industries. The Company referred to this segment of its business as the forged rolled rings and related components segment. On December 30, 2016, Fulland sold the stock of Fulland Wind.

 

Beginning in February 2015, Heavy Industries began to produce equipment for the petroleum and chemical industries. The Company referred to this segment of its business as the petroleum and chemical equipment segment. Because of a significant decline in revenues from this segment, the Company determined it would not continue to operate in this segment and accordingly, the petroleum and chemical equipment segment is reflected as discontinued operations for all periods presented (See Note 5). As a result of the discontinuation of the petroleum and chemical equipment business, the Company’s business primarily consists of the dyeing and finishing equipment business as its primary continuing operations since December 31, 2016.

 

The Company’s latest business initiatives are focused on targeting the technology and global sharing economy markets, by developing online platforms and rental business partnerships that will drive the global development of sharing through economical rental business models. In connection with the new business initiatives, the Company formed or acquired the following subsidiaries:

 

  ● Vantage Ultimate Limited (“Vantage”), a company incorporated under the laws of British Virgin Islands on February 1, 2017 and is wholly-owned by the Company.
  ● Sharing Economy Investment Limited (“Sharing Economy”), a company incorporated under the laws of British Virgin Islands on May 18, 2017 and is wholly-owned by Vantage.
  ● EC Advertising Limited (“EC Advertising”), a company incorporated under the laws of Hong Kong on March 17, 2017 and is wholly-owned by Sharing Economy.
  ● EC Rental Limited (“EC Rental”), a company incorporated under the laws of British Virgin Islands on May 22, 2017 and is wholly-owned by Vantage.
  ● EC Assets Management Limited (“EC Assets”), a company incorporated under the laws of British Virgin Islands on May 22, 2017 and is wholly-owned by Vantage.
  ● Cleantech Solutions Limited (formerly known as EC (Fly Car) Limited), a company incorporated under the laws of British Virgin Islands on May 22, 2017 and is wholly-owned by Sharing Economy.
  ● Global Bike Share (Mobile App) Limited, a company incorporated under the laws of British Virgin Islands on May 23, 2017 and is wholly-owned by Sharing Economy.
  ● EC Power (Global) Technology Limited (“EC Power”), a company incorporated under the laws of British Virgin Islands on May 26, 2017 and is wholly-owned by EC Rental.
  ● EC Power (HK) Company Limited, a company incorporated under the laws of Hong Kong on June 23, 2017 and is wholly-owned by EC Power.
  ● EC Manpower Limited, a company incorporated under the laws of Hong Kong on July 3, 2017 and is wholly-owned by Vantage.
  ● EC Technology & Innovations Limited (“EC Technology”), a company incorporated under the laws of British Virgin Islands on September 1, 2017 and is wholly-owned by Vantage.

 

7

 

 

  ● Inspirit Studio Limited (“Inspirit Studios”), a company incorporated under the laws of Hong Kong on August 24, 2015, and 51% of its shareholding was acquired by EC Technology on December 8, 2017.
  ● EC Creative Limited (“EC Creative”), a company incorporated under the laws of British Virgin Islands on January 9, 2018 and is wholly-owned by Vantage.
  ● 3D Discovery Co. Limited (“3D Discovery”), a company incorporated under the laws of Hong Kong on February 24, 2015, and 60% of its shareholdings was acquired by EC Technology on January 19, 2018.
  ● Sharing Film International Limited, a company incorporated under the laws of Hong Kong on January 22, 2018 and is wholly-owned by EC Creative.
  ● AnyWorkspace Limited (“AnyWorkspace”), a company incorporated under the laws of Hong Kong on November 12, 2015, and 80% of its shareholding was acquired by Sharing Economy on January 30, 2018.
  ● Xiamen Great Media Company Limited (“Xiamen Great Media”), a company incorporated under the laws of the PRC on September 5, 2018 and is wholly-owned by EC Advertising.

 

NOTE 3 – GOING CONCERN UNCERTAINTIES

 

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company had a loss from continuing operations of approximately $27,297,000 for the six months ended June 30, 2019. The net cash used in operations was approximately $682,000 for the six months ended June 30, 2019. Additionally, during the six months ended June 30, 2019, revenues, substantially all of which are derived from the manufacture and sales of textile dyeing and finishing equipment, decreased by 30.6% as compared to the six months ended June 30, 2018. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for twelve months from the date of this report. The Company may seek to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from bank loans, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations.

 

Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   

Listing status

 

On November 26, 2018, Sharing Economy International Inc. (the “Company”) received a staff determination notice from The Nasdaq Stock Market (“Nasdaq”) informing the Company that as a result of its failure to comply with Nasdaq’s shareholder approval requirements set forth in Listing Rule 5635(c) (the “Rule”), the staff determined to deny the Company’s request for continued listing based on a plan of compliance submitted on October 26, 2018. The Company’s common stock was delisted from Nasdaq at the open of trading on December 5, 2018. The Company’s common stock is currently trading on the OTC Markets under the symbol “SEII”.

 

Principles of consolidation 

 

The Company’s unaudited condensed consolidated financial statements include the financial statements of its wholly-owned and majority owned subsidiaries, as well as the financial statements of the Huayang Companies, including Dyeing, which conducts the Company’s continuing operations, and Heavy Industries, which operated discontinued operations. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

8

 

 

On December 30, 2016, the Company sold and transferred its 100% interest in Fulland Wind to an unrelated party. Additionally, the Company’s management decided to discontinue its petroleum and chemical equipment segment due to significant declines in revenues and the loss of its major customers. As such, petroleum and chemical segment’s assets and liabilities have been classified on the consolidated balance sheets as assets and liabilities of discontinued operations as of June 30, 2019 and December 31, 2018. The operating results of the petroleum and chemical segment have been classified as discontinued operations in our consolidated statements of operations for all periods presented. Unless otherwise indicated, all disclosures and amounts in the notes to the consolidated financial statements are related to the Company’s continuing operations.

 

Pursuant to Accounting Standards Codification (“ASC”) Topic 810, the Huayang Companies are considered variable interest entities (“VIE”), and the Company is the primary beneficiary. The Company’s relationships with the Huayang Companies and their shareholders are governed by a series of contractual arrangements between Green Power, the Company’s wholly foreign-owned enterprise in the PRC, and each of the Huayang Companies, which are the operating companies of the Company in the PRC. Under PRC laws, each of Green Power, Dyeing and Heavy Industries is an independent legal entity and none of them is exposed to liabilities incurred by the other parties. The contractual arrangements constitute valid and binding obligations of the parties of such agreements. Each of the contractual arrangements and the rights and obligations of the parties thereto are enforceable and valid in accordance with the laws of the PRC.

 

Because of the contractual arrangements, the Company has a pecuniary interest in the Huayang Companies that requires the Company to consolidate the Huayang Companies in its financial statements as if they are wholly-owned subsidiaries of the Company.

  

Use of estimates

 

The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates in the six months ended June 30, 2019 and 2018 include the allowance for doubtful accounts on accounts and other receivables, the allowance for inventory reserve, the useful life of property and equipment and intangible assets, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets, and the value of stock-based compensation.

  

Cash and cash equivalents

 

The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company maintains with various financial institutions mainly in the PRC, Hong Kong and the U.S. As of June 30, 2019 and December 31, 2018, cash balances held in PRC and Hong Kong banks of $129,301 and $774,316, respectively, are uninsured.

 

Fair value of financial instruments

 

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, notes receivable, accounts receivable, inventories, advances to suppliers, receivable from sale of subsidiary, prepaid expenses and other, short-term bank loans, bank acceptance notes payable, convertible note payable, accounts payable, accrued expenses, advances from customers, amounts due to related parties, and income taxes payable approximate their fair market value based on the short-term maturity of these instruments.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.

 

9

 

 

Concentrations of credit risk

 

The Company’s operations are carried out in the PRC and Hong Kong. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC and Hong Kong, and by the general state of the economies in the PRC and Hong Kong. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. Substantially all of the Company’s cash is maintained with state-owned banks within the PRC and Hong Kong, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A significant portion of the Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk.

 

As of June 30, 2019 and December 31, 2018, the Company’s cash balances by geographic area were as follows:

  

Country:   June 30,
2019 		    December 31,
2018 		 
United States   $ 4,868       3.63 %   $ 7,424       0.95 %
Hong Kong     36,676       27.34 %     182,800       23.38 %
China     92,625       69.03 %     591,516       75.67 %
Total cash and cash equivalents   $ 134,169       100.00 %   $ 781,740       100.00 %

   

Accounts receivable

 

Accounts receivable are presented net of allowance for doubtful accounts. The Company maintains allowance for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. At June 30, 2019 and December 31, 2018, the Company has established, based on a review of its outstanding balances, an allowance for doubtful accounts in the amounts of $11,051,884 and $9,527,060, respectively. 

  

Inventories

 

Inventories, consisting of raw materials, work-in-process  and finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted average method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the market value. These reserves are recorded based on estimates. The Company recorded an inventory reserve of $4,821,759 and $1,212,706 as of June 30, 2019 and December 31, 2018, respectively.

 

10

 

 

Property and equipment

 

Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the statements of operations in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Impairment loss has been recorded in current period (see note 9).

  

Equity method investment

 

Investments in which the Company has the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting and are included in the long-term  assets on the consolidated balance sheets. Under this method of accounting, the Company’s share of the net earnings or losses of the investee is presented under other income (expense) on the consolidated statements of operations. The Company evaluates its equity method investment whenever events or changes in circumstance indicate that the carrying amounts of such investment may be impaired. A loss would be recorded if a decline in the value of an equity method investment is determined to be other than temporary (see Note 8).

 

Stock-based compensation

 

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 718, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the vesting period or immediately if fully vested and non-forfeitable. The Financial Accounting Standards Board (“FASB”) also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

Additionally, effective January 1, 2017, the Company adopted the Accounting Standards Update No. 2016-09 (“ASU 2016-09”), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 permits the election of an accounting policy for forfeitures of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of the award. The Company has elected to recognize forfeitures as they occur and the cumulative impact of this change did not have any effect on the Company’s consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company early adopted ASU No. 2018-07 in the fourth quarter of 2018 and there was no cumulative effect of adoption.

  

Employee benefits

 

The Company’s operations and employees are all located in the PRC and Hong Kong. The Company makes mandatory contributions to the PRC and Hong Kong governments’ health, retirement benefit and unemployment funds in accordance with the relevant Chinese social security laws and law of Mandatory Provident Fund in Hong Kong. The costs of these payments are charged to the same accounts as the related salary costs in the same period as the related salary costs incurred. Employee benefit costs totaled $129,983 and $125,050 for the six months ended June 30, 2019 and 2018, respectively.

  

11

 

 

Foreign currency translation

 

The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional currency of the Company’s operating subsidiaries is the Chinese Renminbi (“RMB”) or Hong Kong dollars (HKD). For the subsidiaries and affiliates, whose functional currencies are the RMB or HKD, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive loss. The cumulative translation adjustment and effect of exchange rate changes on cash for the six months ended June 30, 2019 and 2018 was $(165,904) and $(100,418), respectively.

 

The Company did not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

 

For operating subsidiaries and VIEs located in the People’s Republic of China (“PRC”), asset and liability accounts as of June 30, 2019 and December 31, 2018 were translated at 6.8655 RMB to $1.00 and at 6.8778 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. For operating subsidiaries in Hong Kong, asset and liability accounts as of June 30, 2019 and December 31, 2018 were translated at 7.8498 and 7.8305 HKD to $1.00, respectively, which were the exchange rates on the balance sheet date. For operating subsidiaries and VIEs located in the PRC, the average translation rates applied to the statements of operations for the six months ended June 30, 2019 and 2018 were 6.7839 RMB and 6.3701 RMB to $1.00, respectively. For operating subsidiaries located in Hong Kong, the average translation rates applied to the statements of operations for the six months ended June 30, 2019 and December 31, 2018 were 7.8 HKD and 7.8 HKD to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate.

 

Loss per share of common stock

 

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company did not have any common stock equivalents or potentially dilutive common stock outstanding during the three and six months ended June 30, 2019 and 2018. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. 

 

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The following table presents a reconciliation of basic and diluted net loss per share:

 

    Three Months Ended
June 30, 		    Six Months Ended
June 30, 		 
    2019     2018     2019     2018  
Net loss for basic and diluted attributable to common shareholders   $ (2,187,485 )   $ (5,802,776 )   $ (27,034,159 )   $ (10,583,190 )
From continuing operations     (2,187,485 )     (5,802,748 )     (27,034,159 )     (10,600,061 )
From discontinued operations     -       (28 )     -       16,871  
                                 
Weighted average common stock outstanding – basic and diluted     4,658,915       3,524,660       8,657,671       3,554,498  
                                 
Net loss per share of common stock                                
From continuing operations – basic and diluted   $ (0.47 )   $ (1.65 )   $ (3.12 )   $ (2.98 )
From discontinued operations – basic and diluted     -       -       -       -  
Net loss per common share – basic and diluted   $ (0.47 )   $ (1.65 )   $ (3.12 )   $ (2.98 )

 

Comprehensive loss

 

Comprehensive loss is comprised of net loss and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the three and six months ended June 30, 2019 and 2018 included net loss and unrealized (loss) gain from foreign currency translation adjustments. 

  

Reclassification

 

Certain reclassifications have been made in prior period’s consolidated financial statements to conform to the current year’s financial presentation. The reclassifications have no effect on previously reported net loss.

 

Recent accounting pronouncements

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Under ASU 2016-02, lessees will be required to recognize all leases (with the exception of short-term leases) at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. In December 2017, January 2018, July 2018, December 2018 and March 2019, the FASB issued ASU 2017-13, ASU 2018-01, ASU 2018-10 & 11, ASU 2018-20 and ASU 2019-01, respectively, which contain modifications and improvements to ASU 2016-02. The amendments provide entities with an additional (and optional) transition method to adopt the new leases standard. Under the Optional Transition Method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. On January 1, 2019, the Company adopted ASC Topic 842 using the modified retrospective approach and elected to utilize the Optional Transition Method. In addition, the Company elected the land easement transition practical expedient and did not reassess whether an existing or expired land easement is a lease or contains a lease if it has not historically been accounted for as a lease. The adoption did not impact the Company’s previously reported consolidated financial statements nor did it result in a cumulative effect adjustment to retained earnings as of January 1, 2019. 

 

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In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment. ASU 2018-07 aligns the accounting for share based payments granted to non-employees with that of share based payments granted to employees. The Company early adopted ASU No. 2018-07 in the fourth quarter of 2018 and there was no cumulative effect of adoption. The adoption of this ASU did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof.

  

NOTE 5 – DISCONTINUED OPERATIONS 

 

Pursuant to an agreement dated December 23, 2016, the Company, through its wholly-owned subsidiary Fulland, sold the stock of Fulland Wind to a third party for a sales price of RMB 48 million (approximately $6.9 million). The Company’s forging and related components business was conducted through Fulland Wind. The purchase price is payable in three installments. The Company received the first installment of RMB 14,400,000 (approximately $2.1 million) on December 28, 2016, and received the second installment of RMB  14,400,000 (approximately $2.1 million) on April 10, 2017. The Company delivered Fulland Wind’s business license, seals, books and records, business contracts and personnel roster to the third party buyer on December 30, 2016, effectively the sale date. If the equity transfer registration formalities are completed within one year without any third party claims on the equity transfer, a final payment of RMB 19,200,000 (approximately $2.7 million) was due 25 working days after the expiration of such period.  Pursuant to extension agreement dated December 31, 2018, the Company agreed the above third party buyer could paid off the final payment of RMB 19,200,000 (approximately $2.7 million) by December 31, 2019. During the six months ended June 30, 2019, the Company believed that the final payment of RMB 19,200,000 (approximately $2.7 million) is uncollectible and the write off of such receivable is included in bad debt expense.

 

Additionally, in December 2016, the Company’s management decided to discontinue its petroleum and chemical equipment segment under Heavy Industries due to significant decline in revenues and the loss of its major customers. Accordingly, the petroleum and chemical equipment segment business is treated as a discontinued operation.

 

The results of operations from petroleum and chemical  equipment segment of Heavy Industries for the three and six months ended June 30, 2019 and 2018 have been classified to the loss from discontinued operations line on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss presented herein.

 

The assets and liabilities classified as discontinued operations in the Company’s consolidated financial statements as of June 30, 2019 and December 31, 2018, and for the three and six months ended June 30, 2019 and 2018 is set forth below.  

 

    June 30,
2019 		    December 31,
2018 		 
    (unaudited)    

(audited)

 
Assets:      
Current assets:            
Accounts receivable, net   $ 9,610     $ 9,593  
Prepaid expenses and other     206,610       200,333  
Total current assets     216,220       209,926  
Total assets   $ 216,220     $ 209,926  
Liabilities:                
Current liabilities:                
Accounts payable   $ 243,164     $ 242,555  
Advances from customers     43,551       -  
Accrued expenses and other liabilities     26,023       25,977  
Total current liabilities     312,738       268,532  
Total liabilities   $ 312,738     $ 268,532  

 

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The summarized operating result of discontinued operations included in the Company’s unaudited condensed consolidated statements of operations is as follows: 

 

    Three months ended
June 30, 		    Six months ended
June 30, 		 
    2019     2018     2019     2018  
Revenues   $ -     $ -     $ -     $ -  
Operating income:                                
Other operating income – bad debt recovery     -       (28 )     -       16,871  
Total operating income     -       (28 )     -       16,871  
(Loss) gain from operations     -       (28 )     -       16,871  
Other income, net     -       -       -       -  
(Loss) gain from discontinued operations, net of income taxes   $ -     $ (28 )   $ -     $ 16,871  

  

NOTE 6 – ACCOUNTS RECEIVABLE

 

As of June 30, 2019 and December 31, 2018, accounts receivable consisted of the following:

 

    June 30,
2019 		    December 31,
2018 		 
Accounts receivable   $ 12,080,586     $ 13,855,040  
Less: allowance for doubtful accounts     (11,051,884 )     (9,527,060 )
    $ 1,028,702     $ 4,327,980  

 

The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. For the six months ended June 30, 2019 and 2018, bad debt expense amounted to $4,356,123 and $1,315,990, respectively.

 

NOTE 7 – INVENTORIES

 

As of June 30, 2019 and December 31, 2018, inventories consisted of the following: 

 

    June 30,
2019 		    December 31,
2018 		 
Raw materials   $ 675,600     $ 1,207,334  
Work-in-process     512,377       872,376  
Finished goods     5,581,527       5,547,301  
      6,769,504       7,627,011  
Less: inventory reserve     (4,821,759 )     (1,212,706 )
    $ 1,947,745     $ 6,414,305  

 

The Company establishes a reserve to mark down its inventories for estimated unmarketable inventories equal to the difference between the cost of inventories and the estimated net realizable value based on assumptions about the usability of the inventories, future demand and market conditions. For the six months ended June 30, 2019 and 2018, the Company increased (decrease) its inventory reserve for $3,609,053 and $(3,737), respectively.

 

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NOTE 8 – EQUITY METHOD INVESTMENT

 

On December 26, 2016, Dyeing and Xue Miao, an unrelated individual, formed Shengxin pursuant to an agreement dated December 23, 2016. The agreement sets forth general terms relating to the proposed business, but does not set forth specific funding obligations for either party. Dyeing has agreed to invest RMB 60,000,000 (approximately $8.9 million) and had invested RMB 59.8 million (approximately $8.9 million as of June 30, 2019), for which it received a 30% interest, and Mr. Xue has a commitment to invest RMB 140,000,000 (approximately $20.9 million), of which Mr. Xue has contributed RMB 60,000,000 (approximately $8.9 million), for which Mr. Xue received a 70% interest in Shengxin. Shengxin’s registered capital is RMB 200 million (approximately $29.8 million). Mr. Xue had advised Dyeing that he anticipated that he will fund the remaining RMB 80,000,000 (approximately $11.9 million) of his commitment during 2018. Since Mr. Xue did not make this payment by the end of 2017, Dyeing has the right to amend the contract, and both parties may adjust each side’s equity interest to reflect the amount of capital each side has actually invested.

 

In April 2018, Shengxin secured and invested in a large solar PV project in GuiZhou province. Shengxin paid RMB 40 million for the project rights and also engaged a local contractor to proceed with building the project. However, on June 1, 2018, the Chinese government halted installation of new solar farms for the remainder of the year and reduced subsidies for projects already under construction. Accordingly, there is no guarantee that the Chinese government will invest in new solar farm or provide the subsidies needed to fund projects. In September 2018, due to significant doubt about the status of this project and recoverability of our investment, the Company fully impaired the value of the investment in Shengxin.

 

For the three months ended June 30, 2019 and 2018, the Company recorded a loss on equity method investment of $0 and $73,433, respectively.  For the six months ended June 30, 2019 and 2018, the Company recorded a loss on equity method investment of $0 and $145,845, respectively. 

  

NOTE 9 – PROPERTY AND EQUIPMENT

 

As of June 30, 2019 and December 31, 2018, property and equipment consisted of the following:

 

    Useful life   June 30,
2019 		    December 31,
2018 		 
Office equipment and furniture   5 years   $ 88,503     $ 86,724  
Manufacturing equipment   5 -  10 years     11,257,906       20,297,029  
Vehicles   5 years     177,071       176,884  
Building and building improvements   5 - 20 years     -       21,341,612  
Manufacturing equipment in progress   -     3,387,954       338,190  
Construction in progress   -     1,645,911       4,686,673  
          16,557,345       46,927,112  
Less: accumulated depreciation         (9,674,689 )     (25,363,692 )
        $ 6,882,656     $ 21,563,420  

 

For the three months ended June 30, 2019 and 2018, depreciation expense amounted to $694,953 and $1,049,914, respectively, of which $596,479 and $704,169, respectively, was included in cost of revenues, and the remainder was included in operating expenses.

 

For the six months ended June 30, 2019 and 2018, depreciation expense amounted to $1,388,696 and $2,101,654, respectively, of which $1,012,889 and $1,512,906, respectively, was included in cost of revenues, and the remainder was included in operating expenses.

  

As of June 30, 2019, the Company conducted an impairment assessment on property and equipment. Accordingly, the Company recorded an impairment loss of $13,507,553 on certain equipment and buildings for the six months ended June 30, 2019. For the six months ended June 30, 2018, the impairment loss was $0.

 

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NOTE 10 – INTANGIBLE ASSETS

 

As of June 30, 2019 and December 31, 2018, intangible assets consisted of the following:

 

    Useful life   June 30,
2019 		    December 31,
2018 		 
Land use rights   45 - 50 years   $ 3,932,823     $ 3,925,789  
Other intangible assets   3 – 5 years     843,102       845,180  
Goodwill   -     27,353       27,421  
          4,803,278       4,798,390  
Less: accumulated amortization         (1,347,400 )     (1,235,877 )
        $ 3,455,878     $ 3,562,513  

 

Amortization of intangible assets attributable to future periods is as follows:

 

Year ending June 30:   Amount  
2020   $ 355,278  
2021     310,832  
2022     103,891  
2023     103,891  
2024     89,067  
Thereafter     2,465,566  
    $ 3,428,525  

  

There is no private ownership of land in China. Land is owned by the government and the government grants land use rights for specified terms. The Company’s land use rights have terms of 45 and 50 years and expire on January 1, 2053 and October 30, 2053. The Company amortizes the land use rights over the term of the respective land use right.

 

In January 2018, in connection with the  acquisition of 3D Discovery, the Company acquired their technologies valued at $754,159. The technology of 3D Discovery covers a 3D virtual tour solution for the property industry. The Company amortizes this technology over a term of five years.

 

For the three months ended June 30, 2019 and 2018, amortization of intangible assets amounted to $21,658 and $101,714, respectively.

 

For the six months ended June 30, 2019 and 2018, amortization of intangible assets amounted to $110,263 and $200,196, respectively.

  

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NOTE 11 – SHORT-TERM BANK LOANS

 

Short-term bank loans represent amounts due to various banks that are due within one year. These loans can be renewed with these banks upon maturities. As of June 30, 2019 and December 31, 2018, short-term bank loans consisted of the following: 

 

    June 30,
2019 		    December 31,
2018 		 
Loan from Bank of China, due on November 20, 2019 with annual interest rate of 4.60%, secured by certain assets of the Company and guaranteed by the Company’s CEO, Jianhua Wu, and Wuxi Angyida Machinery Co., Ltd, a company whose corporate representative is a brother of the Company’s CEO   $ 364,140     $ 363,488  
Loan from Bank of China, due on November 25, 2019 with annual interest rate of 4.60%, secured by certain assets of the Company and guaranteed by the Company’s CEO, Jianhua Wu, and Wuxi Angyida Machinery Co., Ltd, a company whose corporate representative is a brother of the Company’s CEO     364,140       363,488  
Loan from Bank of Wuxi Nongshuang, due on February 22, 2019 with annual interest rate of 5.87%, secured by certain assets of the Company     -       654,279  
Loan from Bank of Wuxi Nongshuang, due on November 6, 2019 with annual interest rate of 5.87%, secured by certain assets of the Company     655,450       -  
Loan from Bank of Communication, due on September 25, 2019 with annual interest rate of 4.35%, secured by certain assets of the Company     -       581,582  
Loan from Bank of Communication, due on September 25, 2019 with annual interest rate of 4.35%, secured by certain assets of the Company     436,967       -  
Current portion of loan from Zhongli International Finance Corporation, credit line of RMB 4,500,000 (approximately $670,521), with a security deposit of RMB 900,000 (approximately $134,104) which will be returned in 36 months, monthly installment of RMB 210,000 (approximately $31,291) in the 1st – 12th month; RMB 138,000 (approximately $20,563) in the 13th - 24th month; RMB 98,000 (approximately $14,602) in the 25th – 36th month; secured by certain assets of the Company *      179,320       220,123  
Total short-term bank loans   $ 2,000,017     $ 2,182,960  

 

* Long-term Loans represent amounts due to Zhongli International Finance Corporation that is due more than one year. Long-term loan amounts to $165,903 and $244,910 as of June 30, 2019 and December 31, 2018, respectively.

  

Minimum 36-month installments for the loan from Zhongli International Finance Corporation under the loan agreement are as follows:

 

12-month periods ending June 30,   Amount  
2020   $ 272,668  
2021     188,770  
2022     42,823  
Total minimum loan payments     504,261  
Less: amount representing interest     (72,654 )
Less: security deposit due     (86,384 )
Present value of net minimum loan payment     345,223  
Less: current portion     (179,320 )
Long-term portion   $ 165,903  

 

Interest related to the bank loans, which was $38,994  and $92,362 for the three months ended June 30, 2019 and 2018, and $171,807  and $122,814 for the six months ended June 30, 2019 and 2018, respectively, is included in interest expense on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

 

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NOTE 12 – CONVERTIBLE NOTE PAYABLE

 

Securities purchase agreement and related convertible note and warrants

 

On May 2, 2018, pursuant to a securities purchase agreement, the Company closed a private placement of securities with Iliad Research and Trading, L.P. (the “Investor”) pursuant to which the Investor purchased a Convertible Promissory Note (the “Iliad Note”) in the original principal amount of $900,000, convertible into shares of common stock of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in the Iliad Note, and a two year Warrant to purchase 134,328 shares of Common Stock at an exercise price of $7.18 per share (the “Warrant”). In connection with the Iliad Note, the Company paid an original issue discount of $150,000 and paid issuance costs of $45,018 which will be reflected as a debt discount and amortized over the Iliad Note term. The Iliad Note bears interest at 10% per annum, is unsecured, and is due on the date that is fifteen months from May 2, 2018. The warrants shall expire on the last calendar day of the month in which the second anniversary of the Issue Date occurs. On November 8, 2018, the Company converted an aggregate of $27,811 and $47,189 outstanding principal and interest of the Iliad Note, respectively, into a total of 36,621 shares of its common stock. On January 11, 2019, the Company converted an aggregate of $34,103 and $15,897 outstanding principal and interest of the Iliad Note, respectively, into 266,667 shares of its common stock.

 

The Investor has the right at any time after May 2, 2018 until the outstanding balance has been paid in full to convert all or any part of the outstanding balance into shares of common stock of the Company at conversion price of $6.70 per share (the “Lender Conversion Price”). The Lender Conversion Price is subject to certain adjustments set forth in the Iliad Note. The conversion price for each Redemption Conversion (the “Redemption Conversion Price”) shall be the lesser of (a) the Lender Conversion Price, and (b) the Market Price; provided, however, in no event shall the Redemption Conversion Price be less than $2.00 per share (“Conversion Price Floor”) unless the Company waive the Conversion Price Floor.

 

This debt instrument includes embedded components including a put option. The Company evaluated these embedded components to determine whether they are embedded derivatives within the scope of ASC 815 that should be separately carried at fair value. ASC 815-15-25-1 provides guidance on when an embedded component should be separated from its host instrument and accounted for separately as a derivative. Based on this analysis, the Company believes that the put option is clearly and closely related to the debt instrument and does not meet the definition of a derivative. Accordingly, in connection with this Iliad Note, the Company recorded a debt discount for (a) the original issue discount of $150,000 (b) the relative fair value of the warrants issued of $152,490 and (c) legal fees and other fees paid in connection with the Iliad Note aggregating $45,018. There is no beneficial conversion feature on this Iliad Note. The debt discount shall be accreted on a straight line basis over the term of this Iliad Note.

   

As of June 30, 2019 and December 31, 2018, convertible debt consisted of the following:

 

    June 30,
2019 		    December 31,
2018 		 
Principal   $ 838,571     $ 872,674  
Unamortized discount     (92,668 )     (162,170 )
Convertible debt, net   $ 745,903     $ 710,504  

 

For the six months ended June 30, 2019, amortization of debt discount and interest expenses amounted to $69,502 and $21,313, respectively.

 

For the six months ended June 30, 2018, amortization of debt discount and interest expenses amounted to $46,334 and $0, respectively. As of June 30, 2019 and December 31, 2018, accrued interest amounted to $18,603 and $13,187, respectively.

 

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NOTE 13 – RELATED PARTY TRANSACTIONS

 

License Agreement with ECrent Capital Holdings Limited

 

On June 11, 2017, the Company entered into an Exclusivity Agreement (the “Exclusivity Agreement”) with ECrent Capital Holdings Limited (“ECrent”) the terms of which became effective on the same day. Pursuant to the Exclusivity Agreement, the Company and ECrent agreed to engage in exclusive discussions regarding a potential acquisition by the Company of ECrent and/or any of its subsidiaries or otherwise all or part of ECrent’s business and potential business cooperation between the two companies (collectively, the “Potential Transactions”) for a period of three months commencing from the date of the Exclusivity Agreement (the “Exclusive Period”). Ms. Deborah Yuen, an former affiliate of Chan Tin Chi Family Company Limited (formerly known as YSK 1860 Co., Limited),  which is a major shareholder of the Company, controlled ECrent. ECrent agreed that, during the Exclusive Period, neither ECrent nor its agents, representatives or advisors will contact, solicit, discuss or negotiate with any third party with respect to any transaction relating to a transfer or pledge of securities of ECrent and/or its subsidiaries, a sale of ECrent’s business, a business cooperation or any other matters that may adversely affect the Potential Transactions or the parties’ discussion related thereto. The exclusivity period has been further extended to a period of 18 months commencing from June 20, 2018 pursuant to three amendment agreements dated September 11, 2017, January 23, 2018 and June 20, 2018. On January 25, 2019, Sharing Economy International, Inc. terminated the Exclusivity Agreement entered into with ECrent Capital Holdings Limited on June 11, 2017, as amended.

  

On May 8, 2018, amended on May 24, 2018 and amended on August 30, 2018, Sharing Economy entered into a License Agreement (the “Agreement”) with ECrent. In accordance with the terms of the Amendment, ECrent shall grant the Company an exclusive license to utilize certain software and trademarks in order to develop, launch, operate, commercialize, and maintain an online website platform in Taiwan, Thailand, India, Indonesia, Singapore, Malaysia, Philippines, Vietnam, Cambodia, Japan, and Korea until December 31, 2019. In consideration for the license, the Company granted ECrent 250,000 shares of common stock (the “Consideration Shares”), at an issue price of $1,040,000, or $4.16 per share, (based on the quoted market price of the Company’s common stock on the amended Agreement date of May 24, 2018). Pursuant to the terms of the Agreement, ECrent shall provide a guarantee on revenue and profit of $13,000,000 and $2,522,000, respectively. The Consideration Shares shall be reduced on a pro rata basis if there is a shortfall in the guaranteed revenue and/or profit. In connection with this agreement, during the three and six  months ended June 30, 2019, the Company recorded license fee expense of $165,958 and $331,915, respectively,  which is included in cost of sales, and as of June 30, 2019, recorded a prepaid license fee – related party of $331,915  which will be amortized over the remaining license period.

 

Due to related parties

 

Mr. Chan Tin Chi owns 99% of the issued and outstanding ordinary shares of Chan Tin Chi Family Company Limited (formerly known as YSK 1860 Co., Limited). From time to time, during 2018 and 2019, the Company receive advances from Mr. Chan Tin Chi and Chan Tin Chi Family Company Limited, who is the major shareholder of the Company, for working capital purposes. These advances are non-interest bearing and are payable on demand. During the six months ended June 30, 2019 and 2018, the Company received advances from Mr. Chan Tin Chi and Chan Tin Chi Family Company Limited for working capital totaled $299,878  and $233,388, respectively, and repaid to Mr. Chan Tin Chi and Chan Tin Chi Family Company Limited a total of $31,604  and $0, respectively. At June 30, 2019 and December 31, 2018, amounts due to Mr. Chan Tin Chi and Chan Tin Chi Family Company Limited amounted to $1,525,779 and $1,257,505, respectively.

 

Bank loans guaranteed by related parties

 

The Company obtains two bank loans from Bank of China, due on November 20, 2019 and November 25, 2019, respectively. These loans are guaranteed by Jianhua Wu, CEO, and Wuxi Angyida Machinery Co., Ltd, a company whose corporate representative is a brother of the Company’s CEO (see Note 8).

 

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NOTE 14 – STOCKHOLDERS’ EQUITY

 

Common stock issued for cash

 

In March 2019, pursuant to a stock purchase agreement, the Company sold 690,000 shares of common stock to an investor at a purchase price of $0.29 per share for net cash proceeds a total of $200,100. The Company did not engage a placement agent with respect to these sales.

 

Common stock issued for services and common stock surrendered

 

During the six months ended June 30, 2019, pursuant to consulting and service agreements, the Company issued an aggregate of 1,349,347  shares of common stock to twenty four consultants and vendors for the services rendered and to be rendered. These shares were valued at the fair market value on the grant date using the reported closing share price on the date of grant. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is measured using the fair value of the Company’s common stock at reporting date. During the six months ended June 30, 2019, the fair value of the above mentioned shares issued and the change in value of the shares to be issued was $288,969. The Company recognizes stock-based professional fees over the period during which the services are rendered by such consultant or vendor. For the six months ended June 30, 2019, the Company recorded stock-based consulting and service fees to service provider and employees of $2,189,698. In connection with the issuance/future issuance of shares to consultants and vendors, the Company recorded prepaid expenses of $1,512,892 which will be amortized over the remaining service period.

 

During the six months ended June 30, 2019, the Company terminated the consulting agreements of eleven consultants. The consultants surrendered an aggregate of 562,501 shares issued in prior periods. In addition, the Company also mutually agreed or terminated the consulting and service agreements of three consultants and vendors. Both parties forgo their respective rights as stated in the agreements; and the Company has no obligation to issue in aggregate of 223,135 shares in effect. As a result of the above mentioned transactions, the Company reversed the fair value of $947,948  recognized in stockholders’ equity in prior periods.

 

Common stock issued for debt conversion

 

In January 2019, the Company issued 266,667 shares of its common stock upon conversion of debt (see Note 12).

 

Shares issued for donation

 

In February 2019, the Company issued 85,470 shares as donation to Hong Kong Baptist University (“HKBU”). The Foundation would use the funds raised from the donation to support the delivery of education, operation, facilities enhancement and study of the Academy of Film of HKBU. These shares were valued at $259,598, or $3.04 per share. In connection with this donation, during the six months ended June 30, 2019, the Company recorded donation expense of $259,598, which is included in operating expenses.

  

NOTE 15 – SEGMENT INFORMATION

 

During the three and six months ended June 30, 2019 and 2018, the Company operated in two reportable business segments - (1) the manufacture of textile dyeing and finishing equipment segment, and (2) the Sharing Economy Segment which targets the technology and global sharing economy markets, by developing online platforms and rental business partnerships that will drive the global development of sharing through economical rental business models. The Company’s reportable segments were strategic business units that offered different products. They were managed separately based on the fundamental differences in their operations and locations. During the three and six months ended June 30, 2019 and 2018, the Company’s dyeing and finishing equipment operations were conducted in the PRC. The Sharing Economy Segment is based in Hong Kong.

  

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Information with respect to these reportable business segments for the three and six months ended June 30, 2019 and 2018 was as follows:

 

    For the Three Months
ended June 30, 		    For the Six Months
ended June 30, 		 
    2019     2018     2019     2018  
Revenues:                        
Dyeing and finishing equipment   $ 1,652,644     $ 2,517,419     $ 3,539,909     $ 5,054,925  
Sharing economy     23,003       52,174       26,792       83,195  
      1,675,647       2,569,593       3,566,701       5,138,120  
Depreciation:                                
Dyeing and finishing equipment     694,953       1,045,489       1,384,270       2,092,902  
Sharing economy     -       4,425       4,426       8,752  
      694,953       1,049,914       1,388,696       2,101,654  
Interest expense                                
Dyeing and finishing equipment     38,994       92,362       80,992       122,814  
Sharing economy     -       -       90,815       -  
      38,994       92,362       171,807       122,814  
Net loss                                
Dyeing and finishing equipment     (957,637 )     (1,500,791 )     (23,522,291 )     (4,071,732 )
Sharing economy     499,495       (2,610,566 )     (1,113,291 )     (3,729,969 )
Discontinued segments     -       (28 )     -       16,871  
Other (a)     (1,790,022 )     (1,911,296 )     (2,661,324 )     (3,104,513 )
    $ (2,248,164 )   $ (6,022,681 )   $ (27,296,906 )   $ (10,889,343 )

  

    June 30,
2019 		    December 31,
2018 		 
Identifiable long-lived tangible assets as of June 30, 2019 and December 31, 2018 by segment            
Dyeing and finishing equipment   $ 1,796,496     $ 16,481,795  
Sharing economy     52,295       56,762  
Other (b)     5,033,865       5,024,863  
    $ 6,882,656     $ 21,563,420  

  

    June 30,
2019 		    December 31,
2018 		 
Identifiable long-lived tangible assets as of June 30, 2019 and December 31, 2018 by geographical location            
China   $ 6,830,361     $ 21,506,658  
Hong Kong     52,295       56,762  
United States     -       -  
    $ 6,882,656     $ 21,563,420  

 

(a) The Company does not allocate any general and administrative expense of its U.S. activities to its reportable segments, because these activities are managed at  corporate level.

 

(b) Represents amount of net tangible assets not in use and to be used by for new segment being developed.

  

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NOTE 16 – CONCENTRATIONS 

 

Customers

 

Five customers accounted for approximately 80% (24%, 15%, 15%, 15% and 11%) of the Company’s revenues for the three months ended June 30, 2019 and two customers accounted for approximately 65% (55% and 10%) of the Company’s revenues for the three months ended June 30, 2018.

 

Five customers accounted for approximately 45% (11%, 10%, 9%, 8% and 7%) of the Company’s revenues for the six months ended June 30, 2019 and two customers accounted for approximately 40% (28% and 12%) of the Company’s revenues for the six months ended June 30, 2018.

 

The total outstanding accounts receivable balance of Customer A and B are $156,252 and 73,704 respectively as of June 30, 2019.

 

Suppliers

 

Five suppliers accounted for approximately 40% (13%,7%,7%,7% and 6%) of the Company’s inventories purchases for the three months ended June 30, 2019 and four suppliers accounted for approximately 74% (22%, 22%, 18% and 12%) of the Company’s revenues for the three months ended June 30, 2018.

 

Five suppliers accounted for approximately 48% (22%, 8%, 7%, 6% and 5%) of the Company’s inventories purchases for the six months ended June 30, 2019 and four suppliers accounted for approximately 61% (21%, 15%, 14% and 11%) of the Company’s revenues for the six months ended June 30, 2018.

 

The total outstanding accounts payable balance of Supplier A is $122,832 as of June 30, 2019.

  

NOTE 17 – COMMITMENT AND CONTINGENCIES

 

Litigation:  

 

On April 25, 2019, ECPower (HK) Company Limited (“EC Power”), a subsidiary of SEII, filed a claim against The Dairy Farm Limited (“Dairy Farm”) in respect of the cooperation agreement between the two parties for the battery rental business at 7-Eleven outlets in Hong Kong during the period from September 2017 to February 2018. The claim is for a total compensation of HK$1,395,000 (approximately $178,846) which comprises of (i) HK$45,000 (approximately $5,769) as compensation for interest and administration cost incurred as a result of Dairy Farm’s delay in payment of EC Power’s share of the rental income, and (ii) HK$1,350,000 (approximately $173,077) as compensation for Dairy Farm’s early termination of the cooperation agreement without any valid proof of fault on the part of EC Power.

 

From time to time the Company may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Company’s financial position or results of operations.

 

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NOTE 18 – RESTRICTED NET ASSETS

 

Regulations in the PRC permit payments of dividends by the Company’s PRC subsidiary and VIEs only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Subject to certain cumulative limit, a statutory reserve fund requires annual appropriations of at least 10% of after-tax profit, if any, of the relevant PRC VIEs and subsidiary. Heavy Industries and Dyeing had reached the cumulative limit as of December 31, 2017. The statutory reserve funds are not distributable as cash dividends. As a result of these PRC laws and regulations, the Company’s PRC VIEs and its PRC subsidiary are restricted in their abilities to transfer a portion of their net assets to the Company. Foreign exchange and other regulations in PRC may further restrict the Company’s PRC VIEs and its subsidiary from transferring funds to the Company in the form of loans and/or advances.

 

As of June 30, 2019 and December 31, 2018, substantially all of the Company’s net assets are attributable to the PRC VIEs and its subsidiary located in the PRC. Accordingly, the Company’s restricted net assets (liabilities) as of June 30, 2019 and December 31, 2018 were approximately ($190,000) and $21,923,000, respectively.

   

NOTE 19 – SUBSEQUENT EVENTS  

 

In accordance with ASC Topic 855, “ Subsequent Events “, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2019 up through the filing date the Company issued the unaudited condensed consolidated financial statements. During the period, the Company had the following material subsequent events:

 

On September 13, 2019, the Company called for the annual shareholder’s meeting to propose to the below matters:

 

(1) The election of five (5) directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified;

 

(2) To amend the Company’s 2016 Long-Term Incentive Plan (the “Plan”) to increase the number of shares of common stock, par value $0.001 per share (the “Shares”) authorized for issuance under the Plan from 125,000 to 2,500,000 Shares;

 

(3) To amend the Company’s Articles of Incorporation to increase the number of Shares which the Company is authorized to issue to 250,000,000 Shares, and to increase the number of shares of Preferred Stock which the Company is authorized to issue to 50,000,000 shares of Preferred Stock; and

 

(4) The transaction of such other and further business as may properly come before the meeting.

 

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

 

Overview

 

Historically, our primary operations involved the design, manufacture and distribution of a line of proprietary high and low temperature dyeing and finishing machinery to the textile industry. Our products feature a high degree of both automation and mechanical-electrical integration. Our products are used in dyeing yarns such as pure cotton, cotton-polyester, terylene, polyester wool, poly-acrylic fiber, nylon, cotton ramie, and wool yarn. We are continuing to seek to utilize our expertise in manufacturing precision products to meet demand in new and existing end markets.

 

We design and produce airflow dyeing machines, which use air instead of water. Water is used in the traditional dyeing process. We believe that our air-flow technology, which is designed to enable users to meet the stricter environmental standards, results in reduced input costs, fewer wrinkles, less damage to the textile, and reduced emissions. Historically, the Chinese government’s mandate to phase out older machinery in China’s textile industry that does not meet the new environmental standards has benefitted us. However, in recent years, challenging economic conditions, increases in raw materials prices and the Chinese government’s more aggressive stance toward shutting down factories, including textile manufacturers, that are not compliant with emission standards, have adversely impacted our dyeing and finishing businesses. Due to rising production costs, many other textile manufacturers are closing or relocating to other countries outside of China in Southeast Asia.

 

In an effort to improve our product offering and appeal to textile manufacturers outside of our current customer base in China, we have developed prototypes of next generation dyeing and finishing equipment utilizing a patent we purchased in August 2016 that covers ozone-ultrasonic textile dyeing equipment. Due to the challenging conditions facing our customers, increasing raw materials prices and labor costs, we have not recorded any revenues from this patent and believe it is unlikely to yield significant value to the Company. As a result, we recorded a $1.9 million impairment loss on this asset during the third quarter of 2018.

 

We are also diversifying our manufacturing operations to target other industries outside of the textile industry and are constructing a mobile phone cover production line. As of the date of this annual report, the line is nearly completed and we expect to begin production in the first half of 2019.  We are actively exploring other new ventures and opportunities that could contribute to our business in the future. We expect our revenue from dyeing and finishing equipment segment will remain at or about its current quarterly level in the near future, although declines are possible.

 

On December 26, 2016, Dyeing and Xue Miao, an unrelated individual, formed Shengxin, in which Dyeing has a 30% equity interest and the unrelated third party holds a 70% interest, pursuant to an agreement dated December 23, 2016. Shengxin intends to develop, construct and maintain photovoltaic power generation projects, known as solar farms, in China, mainly in the provinces of GuiZhou and YunNan. In April 2018, Shengxin secured and invested in a large solar PV project in GuiZhou province. Shengxin paid RMB40  million for the project rights and also engaged a local contractor to proceed with building the project. However, on June 1, 2018, the Chinese government halted installation of new solar farms for the remainder of the year and reduced subsidies for projects already under construction. Accordingly, there is no guarantee that the Chinese government will invest in new solar farm or provide the subsidies needed to fund projects.

 

Our investment in Shengxin is subject to a high degree of risk. We cannot give any assurance that Shengxin will be able to obtain any permits, raise any required funding, develop and operate or sell any solar farms or operate profitably or that Dyeing will have the resources to provide any funds that may be required in order to fund any solar farm projects for which Shengxin may obtain permits. There may be a significant delay between the time funds are advanced for any project and the realization of revenue or cash flow from any project. In September 2018, due to significant doubt about the status of this project and recoverability of the Company’s investment, we fully impaired the value of its investment in Shengxin in the amount of approximately $8.7 million (equivalent to RMB 59.8 million).

 

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Through December 30, 2016, we operated in the forged rolled rings and related components segment, in which we manufactured and sold precision forged rolled rings, shafts, flanges, and other forged components for the energy industry including wind power and other industries, On December 30, 2016, we sold the stock in Fulland Wind, the subsidiary that operated our forged rolled rings and related components business, to a non-affiliated third party.

 

Additionally, during 2016, we operated a petroleum and chemical equipment segment, in which we manufactured and sold petroleum and chemical equipment. Because of a significant decline in revenues from this segment, we determined that we would not continue to operate in this segment and accordingly, the petroleum and chemical equipment segment is reflected as discontinued operations for all periods presented.

 

Recently, difficult economic conditions, limited availability of credit in China and trade tensions with the US presented numerous challenges for our business. As a result, we experienced softer demand for our low-emission airflow dyeing machines as many of our potential customers already upgraded to newer models and we believe that much of our remaining potential customer base does not have the ability to make significant capital expenditures at this time. As a result, if we are to sell our products to the smaller textile manufacturers, it may be necessary for us to design and market a cheaper machine that meets the Chinese government requirements or reduce prices which would impact both revenues and gross margin.

 

Our ability to expand our operations and increase our revenue is largely affected by the PRC government’s policy on such matters as the availability of credit, which affects all of our operations, and its policies relating to the textile industry, environmental issues and alternative energy as well as the competitiveness of Chinese textile manufacturers at a time when consumers are looking for lower prices and manufacturers are looking to produce in a country that has lower labor costs than China, all of which affects the market for our dyeing and finishing equipment. Our business is also affected by general economic conditions and we cannot assure you that we will be able to increase our revenues in the near future, if at all. For example, tariffs levied on Chinese textile manufacturers by the US have a negative impact on our customers and limit their ability to purchase equipment from us. Because of the nature of our products, our customers’ projections of future economic conditions are an integral part of their decisions as to whether to purchase capital equipment at this time or defer such purchases until a future date.

 

Given the headwinds affecting our manufacturing business, we continued to pursue what we believe are high growth opportunities for the Company, particularly our new business divisions focused on the development of sharing economy platforms and related rental businesses within the company. These initiatives are still in an early stage and are dependent in large part on availability of capital to fund their future growth. We did not generate significant revenues from our sharing economy business initiatives in 2018 or during the six months ended June 30, 2019.

 

Recent developments

 

Inspirit Studio


During the period, BuddiGo, the sharing economy mobile platform developed by Inspirit Studio Limited (“Inspirit Studio”), continuously promoted its service to the local market in Hong Kong. BuddiGo offers a wide range of errand services. Currently, about 80 percent of the orders received are for on-demand urgent delivery of items such as documents, flowers and cakes. Food delivery services are also available. During the period from June 2018 to June 30, 2019, over 1,200 individuals have officially registered as sell-side buddies, who completed over 600 delivery orders from June 2018 to June 30, 2019, majority orders were happened in the third quarter of year 2018. In addition, BuddiGo has signed up with a number of local business partners to provide ongoing delivery services for these clients. BuddiGo’s goal is to connect with the community and deliver localized content featuring BuddiGo’s core features and advantages. BuddiGo is actively seeking strategic investors or collaborative parties who are enthusiastic about its business model and can help achieve its business targets and expand into different countries.

 

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AnyWorkspace Limited

 

Anyworkspace, our coworking business unit, is focused on enlarging its exposure to the general public. AnyWorkspace started showing positive traction in India as space providers from New Delhi and Gurgaon have signed partnership agreements with us. We are currently revamping AnyWorkspace’s corporate website, www.anyworkspace.com. AnyWorkspace will also focus on digital marketing activities for its market expansion plans when there is available cash flow or funds from investors. 

 

Given the existing coworking spaces providers marketing their available spaces and managing individual online business platform themselves, we expect our current global online platform will take years to materialize its worldwide customer base. Therefore, the intangible asset amounted to $0.6 million (equivalent to HK$4.97 million) representing the online platform acquired has been fully impaired in the last quarter of 2018.

 

3D Discovery Co. Limited

 

3D Discovery, an IT service provider that develops virtual tours for the real estate, hospitality and interior design industries. 3D Discovery’s space capturing and modeling technology is already used by some of Hong Kong’s leading property agencies to provide their clients with a truly immersive, first-hand experience of a physical space while saving them time and money. According to Goldman Sachs, the Real Estate virtual reality (“VR”) industry is predicted to reach $2.6 billion in 2025, supported by a potential user base of over 1.4 million registered real estate agents in some of the world’s largest markets. Apart from its existing profitable operations, 3D Discovery is developing a mobile app, Autocap, which allows users to create an interactive virtual tour of a physical space by using a mobile phone camera.

 

3D Discovery successfully completed a number of projects during the year. First, its “3D Virtual Tours in Hong Kong” generated about 1,371,000 impressions in 2018. In addition, 3D Discovery partnered with Midland Realty, one of the largest real estate agencies in Hong Kong, to establish the “Creation 200 3D Virtual Tours.”.

 

EC Advertising Limited

 

Following the acquisition of BuddiGo, AnyWorkspace and 3D Discovery by the Company during the period between late 2017 and the first half year of 2018, EC Advertising Limited (“EC Advertising”) has been developing opportunities for these three platforms to attract advertisers.

 

During the period, we established a wholly-owned subsidiary in Xiamen, Fujian Province of Mainland China, which is intended to cover our advertising business in this region. We started meeting with a number of potential clients there and anticipate that this advertising company will confirm with them several marketing campaigns. In order to maximize our exposure to the potential clients in Mainland China, we are developing a strategic media plan which will cover major cities in Mainland China such as Beijing, Shanghai, Guangzhou and Shenzhen. Major banks, real estate developers and consumer products manufacturers and retailers are our target clients. More importantly, our presence in Mainland China can facilitate the rollout of franchise programs of our business units, which is one of the revenue drivers for the Company.

 

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ECrent Platform Business 

 

Asia Region:

 

In 2018, our subsidiary SEIL entered into a license agreement with ECRENT, regarding the grant of an exclusive and sublicensable license from ECRENT to SEII to utilize certain software and trademarks in order to develop, launch, operate, commercialize, and maintain an online website platform in Taiwan, Thailand, India, Indonesia, Singapore, Malaysia, Philippines, Vietnam, Cambodia, Japan, and Korea. According to the latest amendment, ECRENT will guarantee that the operation of its related websites, mobile applications and business services will contribute revenue of $13,000,000 (increased from $10,000,000 according to the previously amended agreement) and gross profit of $2,522,000 (up from $1,940,000 as stated on the previously amended agreement) from the closing date of the License Agreement through December 31, 2019 (extended from June 30, 2019 per the previously amended agreement).

 

In August 2018, SEIL has entered into a License Agreement with PTI Corporation (“PTI”), that sublicenses SEIL’s exclusive license with ECRENT to utilize certain software and trademarks in order to develop, launch, operate, commercialize, and maintain an online website platform in South Korea. In return, PTI shall pay to SEIL $230,000 (“Consideration”). The License Agreement will be effective on September 1, 2018 through December 31, 2019. In addition, if the aggregate revenue during the period exceeds the Consideration, SEIL shall receive 30% of the difference between the aggregate revenue and the Consideration. During the third quarter of 2018, PTI commenced prelaunch activities to develop the platform.

 

Europe Region:

 

In August 2018, our subsidiary SEIL entered into a License Agreement with ECRENT regarding the grant of an exclusive and sublicensable license from ECRENT to SEII to utilize certain software and trademarks in order to develop, launch, operate, commercialize, and maintain an online website platform in United Kingdom, Germany, France, Poland, Switzerland, Netherlands, Denmark, Russia, Italy, Spain, Portugal and Greece. In return, SEII shall issue to ECRENT 360,000 shares of restricted common stock. Closing of this transaction was conditioned on various conditions, including receipt of all necessary regulatory approvals. On October 9, 2018, the agreement was terminated by the parties, who have agreed to forego their respective rights under the agreement.

 

Going forward, we will continue targeting the technology and global sharing economy markets, by developing online platforms and rental business partnerships that will drive the global development of sharing through economical rental business models.

 

Inventory and Raw Materials

 

A major element of our cost of revenues is raw materials, principally steel as well as other metals. These metals are subject to price fluctuations, and recently these fluctuations have been significant. In times of increasing prices, we need to try to establish the price at which we purchase raw materials in order to avoid increases in costs which we cannot recoup through increases in sales prices. Similarly, in times of decreasing prices, we may have purchased metals at prices which are high in terms of the price at which we can sell our products, which also can impair our margins. Two major suppliers provided approximately 45% of our purchases of inventories for the six months ended June 30, 2019. Four major suppliers provided 61% of our purchases of inventories for the six months ended June 30, 2018.

 

Critical Accounting Policies and Estimates

 

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, inventories, recovery of long-lived assets, income taxes and the valuation of equity transactions.

 

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We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.

 

Variable Interest Entities

 

Pursuant to ASC Topic 810 and related subtopics related to the consolidation of variable interest entities, we are required to include in our consolidated financial statements the financial statements of variable interest entities (“VIEs”). The accounting standards require a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. VIEs are those entities in which we, through contractual arrangements, bear the risk of, and enjoy the rewards normally associated with ownership of the entity, and therefore we are the primary beneficiary of the entity.

 

Dyeing and Heavy Industries are considered VIEs, and we are the primary beneficiary. On November 13, 2007, we entered into agreements with the Dyeing pursuant to which we shall receive 100% of Dyeing’s net income. In accordance with these agreements, Dyeing shall pay consulting fees equal to 100% of its net income to our wholly-owned subsidiary, Green Power, and Green Power shall supply the technology and administrative services needed to service Dyeing.

 

The accounts of the Dyeing and Heavy Industries are consolidated in the accompanying financial statements. As a VIE, Dyeing and Heavy Industries’s sales are included in our total sales, its income from operations is consolidated with ours, and our net income includes all of the Huayang Companies’ net income, and their assets and liabilities are included in our consolidated balance sheets. The VIEs do not have any non-controlling interest and, accordingly, we did not subtract any net income in calculating the net income attributable to us. Because of the contractual arrangements, we have pecuniary interest in Dyeing that require consolidation of the Dyeing’s financial statements with our financial statements.

 

Accounts Receivable

 

We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable. We periodically review our accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

  

As a basis for estimating the likelihood of collection has been established, we consider a number of factors when determining reserves for uncollectable accounts. We believe that we use a reasonably reliable methodology to estimate the collectability of our accounts receivable. We review our allowances for doubtful accounts on at least a quarterly basis. We also consider whether the historical economic conditions are comparable to current economic conditions. If the financial condition of our customers or other parties that we have business relations with were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

 

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Inventories

 

Inventories, consisting of raw materials, work-in-process and finished goods, are stated at the lower of cost or net realizable value utilizing the weighted average method. An allowance is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, we will record additional reserves for the difference between the cost and the market value. These reserves are recorded based on estimates. We review inventory quantities on hand and on order and record, on a quarterly basis, a provision for excess and obsolete inventory, if necessary. If the results of the review determine that a write-down is necessary, we recognize a loss in the period in which the loss is identified, whether or not the inventory is retained. Our inventory reserves establish a new cost basis for inventory and are not reversed until we sell or dispose of the related inventory. Such provisions are established based on historical usage, adjusted for known changes in demands for such products, or the estimated forecast of product demand and production requirements.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows:

 

    Useful Life
Building and building improvements   5 – 20 Years
Manufacturing equipment   5 – 10 Years
Office equipment and furniture   5 Years
Vehicles   5 Years

 

The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the statements of income and comprehensive income in the year of disposition.

 

We examine the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. 

 

Stock-based Compensation

 

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the vesting period or immediately if the award is non-forfeitable. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

Additionally, effective January 1, 2017, the Company adopted the Accounting Standards Update No. 2016-09 (“ASU 2016-09”), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 permits the election of an accounting policy for forfeitures of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of the award. The Company has elected to recognize forfeitures as they occur and the cumulative impact of this change did not have any effect on the Company’s consolidated financial statements and related disclosures.

 

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Through September 30, 2018, pursuant to ASC 505-50 – “Equity-Based Payments to Non-Employees”, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. The Company periodically reassessed the fair value of non-employee share based payments until service conditions are met, which generally aligns with the vesting period of the equity instrument, and the Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company early adopted ASU No. 2018-07 in the fourth quarter of 2018 and there was no cumulative effect of adoption.

  

Currency Exchange Rates

 

Our functional currency is the U.S. dollar, and the functional currency of our operating subsidiaries and VIEs is the RMB and Hong Kong Dollar. Substantially all of our sales are denominated in RMB. As a result, changes in the relative values of U.S. dollars and RMB affect our reported levels of revenues and profitability as the results of our operations are translated into U.S. dollars for reporting purposes. In particular, fluctuations in currency exchange rates could have a significant impact on our financial stability due to a mismatch among various foreign currency-denominated sales and costs. Fluctuations in exchange rates between the U.S. dollar and RMB affect our gross and net profit margins and could result in foreign exchange and operating losses.

 

Our exposure to foreign exchange risk primarily relates to currency gains or losses resulting from timing differences between signing of sales contracts and settling of these contracts. Furthermore, we translate monetary assets and liabilities denominated in other currencies into RMB, the functional currency of our operating subsidiary. Our results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in our statement of shareholders’ equity. We have not used any forward contracts, currency options or borrowings to hedge our exposure to foreign currency exchange risk. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign currency losses in the future.

  

Our financial statements are expressed in U.S. dollars, which is the functional currency of our parent company. The functional currency of our operating subsidiaries and affiliates is RMB and the Hong Kong dollar. To the extent we hold assets denominated in U.S. dollars, any appreciation of the RMB or HKD against the U.S. dollar could result in a charge in our statement of operations and a reduction in the value of our U.S. dollar denominated assets. On the other hand, a decline in the value of RMB or HKD against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results.

 

31

 

 

Recent Accounting Pronouncements  

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Under ASU 2016-02, lessees will be required to recognize all leases (with the exception of short-term leases) at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. In December 2017, January 2018, July 2018, December 2018 and March 2019, the FASB issued ASU 2017-13, ASU 2018-01, ASU 2018-10 & 11, ASU 2018-20 and ASU 2019-01, respectively, which contain modifications and improvements to ASU 2016-02. The amendments provide entities with an additional (and optional) transition method to adopt the new leases standard. Under the Optional Transition Method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. On January 1, 2019, the Company adopted ASC Topic 842 using the modified retrospective approach and elected to utilize the Optional Transition Method. In addition, the Company elected the land easement transition practical expedient and did not reassess whether an existing or expired land easement is a lease or contains a lease if it has not historically been accounted for as a lease. The adoption did not impact the Company’s previously reported consolidated financial statements nor did it result in a cumulative effect adjustment to retained earnings as of January 1, 2019. 

 

In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment. ASU 2018-07 aligns the accounting for share based payments granted to non-employees with that of share based payments granted to employees. The Company early adopted ASU No. 2018-07 in the fourth quarter of 2018 and there was no cumulative effect of adoption. The adoption of this ASU did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof.

 

RESULTS OF OPERATIONS

 

Three months ended June 30, 2019 and 2018

 

The following table sets forth the results of our operations for the three and six months ended June 30, 2019 and 2018 indicated as a percentage of revenues (dollars in thousands):

 

    Three Months ended June 30,  
    2019     2018  
    Dollars     Percentage     Dollars     Percentage  
Revenues   $ 1,675       100.0 %   $ 2,569       100.0 %
Cost of revenues     2,345       140.0 %     3,289       128.0 %
Gross loss     (670 )     (40.0 )%     (720 )     (28.0 )%
Operating expenses     1,483       88.5 %     5,143       200.2 %
Loss from operations     (2,153 )     (128.5 )%     (5,863 )     (228.2 )%
Other expense, net     (95 )     (5.7 )%     (160 )     (6.2 )%
Loss from continuing operations before provision for income taxes     (2,248 )     (134.2 )%     (6,023 )     (234.4 )%
Provision for income taxes     -       - %     -       - %
Loss from continuing operations     (2,248 )     (134.2 )%     (6,023 )     (234.4 )%
Gain from discontinued operations, net of income taxes     -       - %     -       - %
Net loss     (2,248 )     (134.2 )%     (6,023 )     (234.4 )%
Other comprehensive loss:                                
Foreign currency translation adjustment     (365 )     21.8 %     (2,952 )     (114.9 )%
Comprehensive loss   $ (2,613 )     (156.0 )%   $ (8,975 )     (349.3 )%

 

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    Six Months ended June 30,  
    2019     2018  
    Dollars     Percentage     Dollars     Percentage  
Revenues   $ 3,567       100.0 %   $ 5,138       100.0 %
Cost of revenues     8,232       230.8 %     6,217       121.0 %
Gross loss     (4,665 )     (130.8 )%     (1,079 )     (21.0 )%
Operating expenses     22,402       628.0 %     9,565       186.2 %
Loss from operations     (27,067 )     (758.8 )%     (10,644 )     (207.2 )%
Other expense, net     (230 )     (6.4 )%     (262 )     (5.1 )%
Loss from continuing operations before provision for income taxes     (27,297 )     (765.3 )%     (10,906 )     (212.3 )%
Provision for income taxes     -       -       -       - %
Loss from continuing operations     (27,297 )     (765.3 )%     (10,906 )     (212.3 )%
Gain from discontinued operations, net of income taxes     -       -       17       0.3 %
Net loss     (27,297 )     (765.3 )%     (10,889 )     (211.9 )%
Other comprehensive loss:                                
Foreign currency translation adjustment     317       8.9 %     (902 )     (17.6 )%
Comprehensive loss   $ (26,980 )     (756.4 )%   $ (11,791 )     (229.5 )%

 

Revenues. For the three months ended June 30, 2019, revenues from the sale of dyeing and finishing equipment decreased by  approximately $865,000, or 34.4%, as compared to the three months ended June 30, 2018. For the six months ended June 30, 2019, revenues from the sale of dyeing and finishing equipment decreased by $1,515,000, or 30.0%, as compared to the six months ended June 30, 2018. We experienced an anticipated slowdown in sales of our low-emission airflow dyeing machines as many customers had replaced older dyeing equipment with our low-emission airflow dyeing machine, and we believe that orders for new low-emission airflow dyeing machines have slowed down in 2018 and 2017 because the remaining potential customer base included many companies that did not have the ability to make the significant capital expenditures necessary to upgrade their equipment. Additionally, the textile industry in China has been facing significant headwinds recently. Difficult economic conditions, a continuing decline in oil prices and limited availability of credit in China, presented numerous challenges for our dyeing machine business. Additionally, apparel factories and other factories have been shut down throughout the last year by China’s environmental bureau, which has been cutting electricity and gas supply to determine compliance with China’s environmental laws. Accordingly, our revenues decreased in the 2019 period as compared to the 2018 period. We expect that our revenues from dyeing and finishing equipment segment will remain at or about its  current level in the near future, although declines are possible.

 

During the three and six months ended June 30, 2019, we recognized revenues from our sharing economy business of $23,003 and $26,792 compared to $52,174 and $83,195 for the three and six months ended June 30, 2018, respectively.

 

Cost of revenues. Cost of revenues includes the cost of raw materials, labor, depreciation and other fixed and variable overhead costs. For the three months ended June 30, 2019, cost of revenues was approximately $2,345,000 as compared to approximately $3,289,000 for the three months ended June 30, 2018, a decrease of $944,000, or 28.7%. For the six months ended June 30, 2019, cost of revenues was  approximately $8,232,000 as compared to approximately  $6,217,000 for the six months ended June 30, 2018, an increase of $2,015,000, or 32.4%.

 

Gross loss and gross margin. Our gross loss was approximately $(670,000) for the three months ended June 30, 2019 as compared to gross loss of approximately $(720,000) for the three months ended June 30, 2018, representing gross margins of (40.0%) and (28.0%), respectively, a decrease  period over period. Our gross loss was approximately $(4,665,000) for the six months ended June 30, 2019 as compared to gross loss of $(1,079,000) for the six months ended June 30, 2018, representing gross margins of (130.8)% and (21.0)%, respectively, a decrease period over period. The decrease in our gross margin for the three and six months ended June 30, 2019 was primarily attributed to the reduced scale of operations resulting from lower revenues, which is reflected in the allocation of fixed costs, mainly consisting of depreciation, to cost of revenues, an increase in labor and raw material costs, and the increase in impairment loss on inventory.

 

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Operating expenses. For the three months ended June 30, 2019, operating expenses were approximately $1,483,000 as compared to approximately $5,143,000 for the three months ended June 30, 2018, a decrease of approximately $3,660,000, or 71.2%. For the six months ended June 30, 2019, operating expenses were $22,402,000 as compared to $9,565,000 for the six months ended June 30, 2018, an increase of $12,837,000, or 134.2%. Changes in operating expenses consisted of the following:

 

Depreciation.  Depreciation was approximately $695,000 and $1,050,000 for the three months ended June 30, 2019 and 2018, respectively. Depreciation was approximately  $1,389,000 and $2,102,000 for the six months ended June 30, 2019 and 2018, respectively. Depreciation for the three and six months ended June 30, 2019 and 2018 was included in the following categories (dollars in thousands): 

 

    Three Months ended
June 30, 		    Six Months ended
June 30, 		 
    2019     2018     2019     2018  
Cost of revenues   $ 597     $ 704     $ 1,013     $ 1,513  
Operating expenses     98       346       376       589  
Total   $ 695     $ 1,050     $ 1,389     $ 2,102  

 

Selling, general and administrative expenses. Selling, general and administrative expenses totaled approximately $1,396,000 and $3,976,000 for the three and six months ended June 30, 2019, as compared to approximately $4,675,000 and $7,422,000 for the three and six months ended June 30, 2018, a decrease of approximately $3,279,000, or 70.1% and $3,446,000, or 46.4%. Selling, general and administrative expenses for the three and six months ended June 30, 2019 and 2018 consisted of the following (dollars in thousands):

 

    Three Months ended
June 30, 		    Six Months ended
June 30, 		 
    2019     2018     2019     2018  
Professional fees   $ 1,015     $ 3,364     $ 2,853     $ 5,429  
Payroll and related benefits     193       1,118       415       1,410  
Travel and entertainment     38       32       107       108  
Shipping     1       6       14       23  
Other     149       155       587       452  
Total   $ 1,396     $ 4,675     $ 3,976     $ 7,422  

 

  ● Professional fees for the three and six months ended June 30, 2019 decreased by $2,349,000 and $2,576,000, or 69.8% and 47.4%, as compared to the three and six months ended June 30, 2018, respectively. The decrease was primarily attributable to a decrease in stock-based consulting and service fees incurred and paid to individuals and companies which performed consulting and service.
  ● Payroll and related benefits for the three and six months ended June 30, 2019 decreased by approximately $925,000 and $995,000,  or 82.7% and 70.6%, as compared to the three and six months ended June 30, 2018, respectively. The decrease was mainly attributable to a decrease in employee salaries and related benefits due to the decrease in executive management in Hong Kong during the three and six  months ended June 30, 2019 as compared to the comparable period in 2018, respectively. 
  ● Travel and entertainment expense for the three months ended June 30, 2019 increased by approximately $6,000, or 18.8%, as compared to the three months ended June 30, 2018. The increase in the three months ended June 30, 2019 was primarily attributable to the increase in travel and entertainment activities related to our new business initiatives. Travel and entertainment expense for the six months ended June 30, 2019 decreased by $1,000, or 0.9%, as compared to the six months ended June 30, 2018. The decrease in the six months ended June 30, 2019 was primarily attributable to the cost control in travel and entertainment expense.
  ● Shipping expense for the three and six months ended June 30, 2019 decreased by approximately $5,000 and $9,000, or 83.3% and 39.1%, as compared to the three and six months ended June 30, 2018, respectively. The decrease for the three and six months ended June 30, 2019 was mainly attributable to the decrease in our revenues resulting in a decrease in shipping, as compared to the three and six months ended June 30, 2018.

 

34

 

 

  ● Other selling, general and administrative expenses for the three months ended June 30, 2019 decreased by approximately $6,000 or 3.9%, as compared to the three months ended June 30, 2018. The decrease in the three months ended June 30, 2019 was primarily attributable to a decrease in advertising and promotion expenses. Other selling, general and administrative expenses for the six months ended June 30, 2019 increased by approximately $135,000, or 29.9%, as compared to the six months ended June 30, 2018, respectively. The increase in the three and six months ended June 30, 2019 was primarily attributable to an increase in share-based donation. 

  

Research and development expenses. Research and development expenses were approximately $92,000  and $186,000 for the three and six months ended June 30, 2019, as compared to approximately $125,000 and $238,000 for the three and six months ended June 30, 2018, respectively.

 

Bad debt expense. Bad debt expense was approximately $(25,000) for the three  months ended June 30, 2019, as compared to approximately $(2,000) for the three months ended June 30, 2018, a decrease  of approximately $23,000. Bad debt expense was approximately $4,356,000 for the six months ended June 30, 2019, as compared to approximately $1,316,000 for the six months ended June 30, 2018, an increase  of approximately $3,040,000, respectively. Based on our periodic review of accounts receivable balances, we adjusted the allowance for doubtful accounts after considering management’s evaluation of the collectability of individual receivable balances, including the analysis of subsequent collections, the customers’ collection history, the write off of uncollectible receivables against the existing reserve, and recent economic events. The increase in bad debt expense, was primarily attributable to the write off of receivable from sale of subsidiary. 

 

Impairment expense.  At June 30, 2019, the Company conducted an impairment assessment on property and equipment based on the guidelines established in ASC Topic 360. Upon completion of the impairment analysis, the Company recorded impairment charges of approximately $13,508,000  for the six months ended June 30, 2019.

  

Loss from operations. As a result of the factors described above, for the three and six months ended June 30, 2019, loss from operations amounted to approximately $2,153,000 and $27,067,000, as compared to approximately $5,863,000 and $10,644,000 for the three and six months ended June 30, 2018, respectively.

 

Other income (expense). Other income (expense) includes interest income, interest expense, foreign currency transaction gain (loss), loss on equity method investment, and other loss. For the three and six months ended June 30, 2019, total other expense, net, amounted to approximately $95,000 and $230,000 as compared to approximately $160,000 and $262,000 for the three and six months ended June 30, 2018, a decrease of approximately $65,000 and $32,000, or 40.6% and 12.2% respectively.

 

Income tax provision. Income tax expense was $0 for the three and six months ended June 30, 2019 and 2018.

 

Loss from continuing operations. As a result of the foregoing, our loss from continuing operations was $2,248,000, or $(0.47) per share (basic and diluted), for the three months ended June 30, 2019, as compared with loss from continuing operations of $6,023,000, or $(1.65) per share (basic and diluted), for the three months ended June 30, 2018, a change of $3,775,000, or 62.7%. Our loss from continuing operations was $27,297,000, or $(3.12) per share (basic and diluted), for the six months ended June 30, 2019, as compared with loss from continuing operations of $10,906,000, or $(2.98) per share (basic and diluted), for the six months ended June 30, 2018, a change of $16,391,000, or 150.3%.

 

Loss from discontinued operations, net of income taxes. Our loss from discontinued operations was $0, or $(0.00) per share (basic and diluted), for the three months ended June 30, 2019, as compared with a loss from discontinued operations of $28, or $(0.00) per share (basic and diluted), for the three months ended June 30, 2018, a change of $28. Our gain from discontinued operations was $0, or $0.00 per share (basic and diluted), for the six months ended June 30, 2019, as compared with a gain from discontinued operations of $17,000 or $0.00 per share (basic and diluted), for the six months ended June 30, 2018, a change of $17,000.

 

35

 

 

The summarized operating result of discontinued operations included our consolidated statements of operations is as follows:

 

    Three Months ended
June 30, 		    Six Months ended
June 30, 		 
    2019     2018     2019     2018  
Revenues   $ -     $ -     $ -     $ -  
Gain from operations – bad debt recovery     -       (28 )     -       16,871  
Other expense, net     -       -       -       -  
Gain from discontinued operations before income taxes     -       (28 )     -       16,871  
Income taxes     -       -       -       -  
Gain  (loss) from discontinued operations, net of income taxes     -       (28 )     -       16,871  
Gain on disposal of discontinued operations     -       -       -       -  
Gain  (loss) from discontinued operations, net of income taxes   $ -       (28 )   $ -     $ 16,871  

 

Net loss. As a result of the foregoing, our net loss was $2,248,000, or $(0.47) per share (basic and diluted), for the three months ended June 30, 2019, as compared to a net loss $6,023,000, or $(1.65) per share (basic and diluted), for the three months ended June 30, 2018, a change of $3,775,000, or 62.7%. Our net loss was $27,297,000, or $(3.12) per share (basic and diluted), for the six months ended June 30, 2019, as compared to a net loss $10,889,000, or $(2.98) per share (basic and diluted), for the six months ended June 30, 2018, a change of $16,408,000, or 150.7%.

 

Foreign currency translation gain  (loss). The functional currency of our subsidiaries and variable interest entities operating in the PRC is the Chinese Yuan or Renminbi (“RMB”). The financial statements of our subsidiaries are translated to U.S. dollars using period end rates of exchange for assets and liabilities, and average rates of exchange (for the period) for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations. As a result of foreign currency translations, which are a non-cash adjustment, we reported a foreign currency translation gain (loss) of $(365,000) and $317,000 for the three and six months ended June 30, 2019, as compared to a foreign currency translation (loss) of $(2,952,000) and $(902,000) for the three and six months ended June 30, 2018, respectively. This non-cash gain (loss)  had the effect of decreasing (increasing)  our reported comprehensive loss.

  

Comprehensive loss. As a result of our foreign currency translation loss, we had comprehensive loss for the three months ended June 30, 2019 of $2,613,000, compared to comprehensive loss of $8,975,000 for the three months ended June 30, 2018. We had comprehensive loss for the six months ended June 30, 2019 of $26,980,000, compared to comprehensive loss of $11,792,000 for the six months ended June 30, 2018.

 

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At June 30, 2019 and December 31, 2018, we had cash balances of approximately $134,000 and $782,000, respectively. These funds are located in financial institutions located as follows (dollars in thousands):

 

    June 30,
2019 		    December 31,
2018 		 
Country:                        
United States   $ 5       3.7 %   $ 7       0.9 %
Hong Kong     37       27.6 %     183       23.4 %
China (PRC)     92       68.7 %     592       75.7 %
Total cash and cash equivalents   $ 134       100.0 %   $ 782       100.0 %

 

* Less than 0.1%

  

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The following table sets forth a summary of changes in our working capital from December 31, 2018 to June 30, 2019 (dollars in thousands):

 

    June 30,
2019 		    December 31,
2018 		    Change in
Working
Capital 		    Percentage
Change 		 
Working capital:                        
Total current assets   $ 5,951     $ 21,217     $ (15,266 )     (72.0 )%
Total current liabilities     7,815       10,661       (2,846 )     (26.7 )%
Working capital   $ (1,864 )   $ 10,556     $ (12,420 )     (117.7 )%

 

Our working capital decreased by approximately $12,420,000 to ($1,864,000)  at June 30, 2019 from approximately $10,556,000 at December 31, 2018. This decrease in working capital is primarily attributable to:

 

  ● An increase in restricted cash of approximately $21,000;
  ● An increase in assets of discontinued operations related to the sale of our subsidiary of approximately $6,000;
  ● A decrease in short-term bank loans of approximately $183,000;
  ● A decrease in accounts payable of approximately $1,658,000;
  ● A decrease in accrued expenses of approximately $301,000; and
  ● A decrease in advances from customers of approximately $1,073,000; 

 

Offset by: 

 

  ● An increase in due to related parties of approximately $268,000;

  ● An increase  in bank acceptance notes payable of approximately $22,000;
  ● An increase  in liabilities of discontinued operations related to the sale of our subsidiary of approximately $44,000;
  ● An increase  in convertible note payable of approximately 35,000;
  ● A decrease in receivable from sale of subsidiary of approximately $2,792,000;
  ● A decrease in accounts receivable, net of allowance for doubtful accounts of approximately $3,299,000;
  ● A decrease in advances to suppliers of approximately $565,000;
  ● A decrease in cash and cash equivalent of approximately $648,000;
  ● A decrease in notes receivable of approximately $135,000;
  ● A decrease in inventories, net of inventory reserve of approximately $4,467,000;
  ● A decrease in prepaid license fee – related party, net of  approximately $332,000; and
  ● A decrease in prepaid expenses and other current assets of approximately $3,056,000.

 

Because the exchange rate conversion is different for the consolidated balance sheets and the consolidated statements of cash flows, the changes in assets and liabilities reflected on the consolidated statements of cash flows are not necessarily identical with the comparable changes reflected on the consolidated balance sheets.

 

Net cash flow used in operating activities was approximately $682,000  for the six months ended June 30, 2019 as compared to net cash flow used in operating activities of $423,000 for the six months ended June 30, 2018, an increase of approximately $258,000.

 

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  ● Net cash flow used in operating activities for the six months ended June 30, 2019 primarily reflected our net loss of approximately $27,297,000, and add-back of non-cash items primarily consisting of depreciation of approximately $1,389,000, amortization of intangible assets of approximately $110,000, allowance for doubtful accounts of approximately $4,356,000, impairment loss of property and equipment of approximately 13,508,000, stock-based employment compensation of approximately $1,000, stock-based professional fees of approximately $2,189,000, stock-based donation of approximately $260,000, amortization of debt discount of approximately $70,000, amortization of license fee of approximately $166,000, inventory reserve of approximately $3,651,000 and changes in operating assets and liabilities primarily consisting of an increase in assets of discontinued operations of approximately $6,000, a decrease in accrued expenses of approximately $306,000 and a decrease in advances from customers of approximately $1,089,000, offset by a decrease in notes receivable of approximately $137,000, a decrease in accounts receivable of approximately $1,820,000, a decrease in inventories of approximately $881,000, a decrease in prepaid and other current assets of $384,000, a decrease in advances to suppliers of approximately $573,000, a decrease in accounts payable of approximately $1,688,000 and an increase in liabilities of discontinued operations of approximately $44,000

 

  ● Net cash flow used in operating activities for the six months ended June 30, 2018 primarily reflected our net loss of $10,889,000, and add-back of non-cash items primarily consisting of depreciation of $2,102,000, amortization of intangible assets of $200,000, stock-based compensation and fees for consultants of $4,712,000, stock-based employment compensation of $878,000, a non-cash bad debt allowance of $1,316,000, a non-cash bad debt recovery of $17,000, loss on equity method investment of $146,000, amortization of debt discount of $46,334, and amortization of license fee $65,000, and changes in operating assets and liabilities primarily consisting of an increase in inventories of $2,263,000, an increase in prepaid and other current assets of $964,000, a decrease of advances from customers of $43,000 and a decrease in liabilities of discontinued operations of $136,000, offset by a decrease in notes receivable of $384,000, a decrease in accounts receivable of $2,610,000, a decrease in advances to suppliers of $1,091,000, a decrease in assets of discontinued operations of $136,000, an increase in accounts payable of $110,000, and an increase in accrued expenses of $94,000.

 

Net cash flow used in investing activities was $0 for the six months ended June 30, 2019 as compared to net cash flow used in  investing activities of $71,000 for the six months ended June 30, 2018. For the six months ended June 30, 2018, net cash flow used in purchase of property and equipment of approximately $74,000 , offset by cash received from the purchase subsidiary operations of approximately $2,000.

 

Net cash flow provided by financing activities was approximately $221,000 for the six months ended June 30, 2019 as compared to approximately $1,561,000 for the six months ended June 30, 2018. During the six months ended June 30, 2019, we received proceeds from bank loans of approximately $442,000,  proceeds for the increase in bank acceptance notes payable of approximately $22,000, advance from related party of approximately $300,000 and proceeds from sale of common stock of approximately $200,100, offset by repayments for bank loans of approximately $712,000 and payments for the decrease in related party advances of approximately $32,000. During the six months ended June 30, 2018, we received proceeds from convertible note of $900,000 and deducted offering costs paid by $195,000, we also received proceeds from bank loan of $706,000, advance from related party of $874,000 and proceeds from sale of common stock of $256,000, offset by repayments for bank loan of $706,000 and payments for the decrease in bank acceptance notes payable of $275,000.

 

We have historically funded our capital expenditures through cash flow provided by operations and bank loans. We intend to fund the cost by obtaining financing mainly from local banking institutions with which we have done business in the past. We believe that the relationships with local banks are in good standing and we have not encountered difficulties in obtaining needed borrowings from local banks.  

 

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Contractual Obligations and Off-Balance Sheet Arrangements

 

Contractual Obligations

 

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operations, and cash flows. The following tables summarize our contractual obligations as of June 30, 2019 (dollars in thousands), and the effect these obligations are expected to have on our liquidity and cash flows in future periods.

 

    Payments Due by Period  
Contractual obligations:   Total     Less than
1 year 		    1-3 years     3-5 years     5 + years  
Bank loans (1)   $ 2,166     $ 2,000     $ 166     $ -     $ -  
Bank acceptance notes payable     95       95       -       -       -  
Total   $ 2,261     $ 2,095     $ 166     $ -     $ -  

 

(1) Bank loans consisted of short-term  bank loans. Historically, we have refinanced these bank loans for an additional term of six months to one year and we expect to continue to refinance these loans upon expiration.

 

Off-balance Sheet Arrangements

 

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

  

Foreign Currency Exchange Rate Risk

 

We produce and sell almost all of our products in China. Thus, most of our revenues and operating results may be impacted by exchange rate fluctuations between RMB and US dollars. For the six months ended June 30, 2019 and 2018, we had unrealized foreign currency translation gain of approximately $318,000 and unrealized foreign currency translation loss of approximately $902,000, respectively, because of changes in the exchange rate. 

 

Inflation

 

The effect of inflation on our revenue and operating results was not significant.

 

39

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required for smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Exchange Act, our management, including Jianhua Wu, our chief executive officer, and Wanfen Xu, our chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2019.

 

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

 

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based on that evaluation, Mr. Wu and Ms. Xu concluded that, because our internal controls over financial reporting are not effective, as described below, our disclosure controls and procedures were not effective as of June 30, 2019.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Our management identified material weaknesses related to (i) Lack of segregation of duties within accounting functions, (ii) Lack of accounting expertise in US GAAP, and (iii) Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. Our internal controls over financial reporting were not effective at June 30, 2019.

 

40

 

 

We currently have no plans to expand our company-wide Enterprise Resource Planning (“ERP”) system during 2019 and have not implemented further ERP modules to manage inventory and to expand existing ERP systems to other areas of our factory. Due to our working capital requirements and the lack of local professionals with the necessary experience in implementing the ERP system, we postponed the hiring of professional staff to implement ERP system. We have found that engaging professionals who are based outside of Wuxi is very costly and we have not been able to find qualified personnel in the Wuxi area.

 

Due to our size and nature, particularly in view of the reduced scope of our operations, segregation of all conflicting duties may not always be possible and may not be economically feasible, and we continue to rely on third parties for a significant portion of the preparation of our financial statements. As a result, we have not been able to take steps to improve our internal controls over financial reporting. However, to the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals.

 

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

 

In light of these material weaknesses, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the six months ended June 30, 2019 included in this Quarterly Report on Form 10-Q were fairly stated in accordance with the U.S. GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the six months ended June 30, 2019 are fairly stated, in all material respects, in accordance with the U.S. GAAP.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

 

41

 

 

PART II - OTHER INFORMATION

 

ITEM 5. EXHIBITS

 

31.1 Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer *
31.2 Rule 13a-14(a)/15d-14(a) certification of Principal Financial Officer *
32.1 Section 1350 certification of Chief Executive Officer and Chief Financial Officer *
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herein

 

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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 thereunto duly authorized.

 

  SHARING ECONOMY INTERNATIONAL INC.
     
Date: October 10, 2019 By: /s/ Jianhua Wu
    Jianhua Wu,
Chief Executive Officer and
    Principal Executive Officer

 

Date: October 10, 2019 By: /s/ Wanfen Xu
    Wanfen Xu,
Chief Financial Officer and
    Principal Accounting Officer

 

 

43

 

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