Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Share Name	Share Symbol	Market	Type
Sunrise Real Estate Group Inc (PK)	USOTC:SRRE	OTCMarkets	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	0.25	0.191	0.25				0.00	13:05:00

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2023

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

For the transition period from __________ to __________

Commission File Number 000-32585

SUNRISE REAL ESTATE GROUP, INC.

(Exact name of registrant as specified in its charter)

Texas

75-2713701

(State or other jurisdiction of

incorporation or organization)

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

No. 18, Panlong Road,

Shanghai, PRC 201702

(Address of Principal Executive Offices) (Zip Code)

Issuer’s telephone number: + 86-21-6139-8018

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: November 14, 2021–68,691,925 shares of Common Stock

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FORM 10-Q

For the Quarter Ended September 30, 2023

INDEX


		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	3
	Condensed Consolidated Statements of Operations for The Three Months and Nine Months Ended September 30, 2023 and 2022	4
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months and Nine Months Ended September 30, 2023 and 2022	5
	Condensed Consolidated Statements of Cash Flows for The Nine Months Ended September 30, 2023 and 2022	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

PART II.	OTHER INFORMATION	29
Item 1.	Legal Proceedings	29
Item 1A	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

SIGNATURES		31

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Expressed in U.S. Dollars)


	September 30,		December 31,
	2023		2022
ASSETS

Current assets
Cash and cash equivalents	$	26,704,900	$	33,201,354
Restricted cash (Note 3)		37,442,318		43,869,156
Transactional financial assets (Note 4)		7,897,585		10,960,511
Accounts receivable		127,503		204,518
Real estate property under development (Note 5)		115,543,857		120,302,022
Amount due from an unconsolidated affiliate		15,983,760		16,502,409
Other receivables and deposits, net (Note 6)		11,056,855		10,733,460
Total current assets		214,756,778		235,773,430

Property and equipment, net (Note 7)		771,440		1,001,077
Investment properties, net (Note 8)		20,945,736		22,673,139
Investment in an unconsolidated affiliate (Note 9)		12,368,874		12,751,061
Goodwill (Note 11)		1,044,450		1,243,194
Other investments (Note 10)		633,131		652,693
Total assets	$	250,520,409	$	274,094,594

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Promissory notes payable (Note 12)		1,392,796		1,435,833
Accounts payable (Note 15)		24,274,026		22,372,938
Amounts due to directors (Note 13)		528,394		480,109
Amount due to an affiliate (Note 16)		50,281,597		49,251,273
Customer deposits (Note 17)		27,199,652		34,742,361
Other payables and accrued expenses (Note 14)		7,273,304		7,587,515
Other taxes payable		245,815		255,175
Income taxes payable (Note 18)		1,657,239		1,848,666
Dividends payables		—		10,303,789
Total current liabilities		112,852,823		128,277,659

Long-term income tax payable (Note 18)		269,606		1,078,422
Total liabilities		113,122,429		129,356,081

Commitments and contingencies (Note 19)

Shareholders’ equity
Common stock, par value $0.01 per share; 200,000,000 shares Authorized; 68,691,925 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		686,919		686,919
Additional paid-in capital		8,110,008		8,110,008
Statutory reserve (Note 20)		3,986,618		3,986,618
Retained Earnings		107,084,787		109,300,636
Accumulated other comprehensive income		5,359,260		9,447,265
Total deficit of Sunrise Real Estate Group, Inc.		125,227,592		131,531,446
Non-controlling interests		12,170,388		13,207,067
Total shareholders’ equity		137,397,980		144,738,513
Total liabilities and shareholders’ equity	$	250,520,409	$	274,094,594

See accompanying notes to consolidated financial statements.

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SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Expressed in U.S. Dollars)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenues	$	5,396,884	$	22,343,689	$	18,173,550	$	69,107,749
Cost of revenues		(4,655,403)		(19,303,768)		(15,792,338)		(60,833,995)
Gross profit (loss)		741,481		3,039,921		2,381,212		8,273,754

Operating expenses		(510,739)		(533,435)		(1,451,338)		(1,504,377)
General and administrative expenses		(713,444)		(790,049)		(2,254,036)		(2,613,218)
Operating profit (loss)		(482,702)		1,716,437		(1,324,162)		4,156,159

Other income (expenses)
Interest income		238,756		98,159		734,176		574,292
Interest expense		(344,822)		(253,912)		(1,708,866)		(2,598,784)
Other income (loss), net		(416,345)		(1,196,173)		(31,549)		(2,984,763)
Total other Income		(522,411)		(1,351,926)		(1,006,239)		(5,009,255)

Income (loss) before income taxes		(1,005,113)		364,511		(2,330,401)		(853,096)

Income tax benefit (expense)		(178,281)		(722,928)		(539,596)		(2,081,832)
Net income (loss)		(1,183,394)		(358,417)		(2,869,997)		(2,934,928)
Less: Net (income) loss attributable to non-controlling interests		276,876		(150,003)		654,148		1,974,453
Net income attributable to shareholders of Sunrise Real Estate Group, Inc.	$	(906,518)	$	(508,420)	$	(2,215,849)	$	(960,475)
Net income (loss)		(1,183,394)		(358,417)		(2,869,997)		(2,934,928)
Other comprehensive income (loss) Foreign currency translation adjustment		856,355		(9,933,799)		(4,470,536)		(19,502,868)
Discontinuation of the equity method for an investment		—		—		—		—
Comprehensive income (loss)		(327,039)		(10,292,216)		(7,340,533)		(22,437,796)
Less: Comprehensive income (loss) attributable to non-controlling interests		195,492		587,955		1,036,679		3,393,232
Total comprehensive income (loss) attributable to shareholders		(131,547)		(9,704,261)		(6,303,854)		(19,044,564)
Earnings per share – basic and fully diluted	$	(0.01)	$	(0.01)	$	(0.03)	$	(0.01)

Weighted average common shares outstanding
Basic and fully diluted		68,691,925		68,691,925		68,691,925		68,691,925

See accompanying notes to unaudited condensed consolidated financial statements.

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SUNRISE REAL ESTATE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(Expressed in U.S. Dollars)


	Common Stock
											Accumulated				Total
					Additional				Retained		Other				Stockholders’
	Number of				Paid-in		Statutory		Earnings		Comprehensive		Non-controlling		(Deficit)
	shares issued		Amount		Capital		Reserve		(Deficits)		Income		Interests		Equity
Balance, December 31, 2022		68,691,925	$	686,919	$	8,110,008	$	3,986,618	$	109,300,636	$	9,447,265	$	13,207,067	$	144,738,513
Profit (loss) for the year										(2,215,849)				(654,148)		(2,869,997)
Dividend										—						—
Translation of foreign operations		—		—		—		—		—		(4,088,005)		(382,531)		(4,470,536)
Balance, Sept. 30, 2023		68,691,925		686,919		8,110,008		3,986,618		107,084,787		5,359,260		12,170,388		137,397,980


	Common Stock
										Accumulated				Total
				Additional				Retained		Other				Stockholders’
	Number of			Paid-in		Statutory		Earnings		Comprehensive		Non-controlling		(Deficit)
	shares issued	Amount		Capital		Reserve		(Deficits)		Income		Interests		Equity
Balance, June 30, 2023	68,691,925	$	686,919	$	8,110,008	$	3,986,618	$	107,991,305	$	4,584,289	$	12,365,880	$	137,725,019
Profit (loss) for the year									(906,518)				(276,876)		(1,183,394)
Dividend															—
Translation of foreign operations	—		—		—		—		—		774,971		81,384		856,355
Balance, Sept. 30, 2023	68,691,925		686,919		8,110,008		3,986,618		107,084,787		5,359,260		12,170,388		137,397,980

See accompanying notes to consolidated financial statements.

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SUNRISE REAL ESTATE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(Expressed in U.S. Dollars)


	Common Stock
										Accumulated				Total
				Additional				Retained		Other				Stockholders’
	Number of			Paid-in		Statutory		Earnings		Comprehensive		Non-controlling		(Deficit)
	shares issued	Amount		Capital		Reserve		(Deficits)		Income		Interests		Equity
Balance, December 31, 2021	68,691,925	$	686,919	$	8,050,008	$	3,986,618	$	117,729,224	$	24,738,423	$	15,430,432	$	170,621,624
Profit (loss) for the year									(960,475)				(1,974,453)		(2,934,928)
Dividend									—						—
Translation of foreign operations	—		—		—		—		—		(18,084,089)		(1,418,779)		(19,502,858)
Balance, Sept. 30, 2022	68,691,925		686,919		8,050,008		3,986,618		116,768,749		6,654,334		12,037,200		148,183,828


	Common Stock
											Accumulated				Total
					Additional				Retained		Other				Stockholders’
	Number of				Paid-in		Statutory		Earnings		Comprehensive		Non-controlling		(Deficit)
	shares issued		Amount		Capital		Reserve		(Deficits)		Income		Interests		Equity
Balance, June 30, 2022		68,691,925	$	686,919	$	8,050,008	$	3,986,618	$	117,281,967	$	15,850,175	$	12,625,155	$	158,480,842
Profit (loss) for the year										(513,218)				(334,074)		(847,292)
Dividend																—
Translation of foreign operations		—		—		—		—		—		(9,195,841)		(253,881)		(9,449,722)
Balance, Sept. 30, 2022		68,691,925		686,919		8,050,008		3,986,618		116,768,749		6,654,334		12,037,200		148,183,828

See accompanying notes to consolidated financial statements.

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SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in U.S. Dollars)


	Nine Months Ended Sept. 30,
	2023		2022
Cash flows from operating activities
Net income (loss)	$	(2,869,997)	$	(2,934,928)

Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation and amortization		1,305,903		1,338,556
Loss (Gain) on disposal of property, plant and equipment		34,088		39,255
Changes in assets and liabilities
Accounts receivable		72,476		(158,455)
Real estate property under development		1,178,217		41,996,130
Customer Deposits		(6,647,288)		(74,110,690)
Amount due from unconsolidated affiliates		2,587,348		31,094,696
Other receivables and deposits		(659,587)		172,090
Deferred tax assets		—		824,263
Net cash from directors		64,082		(23,632)
Accounts payable		2,629,388		(1,279,071)
Other payables and accrued expenses		(88,738)		(493,470)
Dividend		(10,219,272)		1,130,314
Other taxes payable		(1,750)		(145,185)
Income taxes payable		(947,886)		146,768
Net cash provided by (used in) operating activities		(13,563,016)		(2,403,359)

Cash flows from investing activities
Purchases of property and equipment		(5,487)		(192,668)
Net Cash from Transactional financial assets		2,795,775		(28,312,335)
Dividend distribution of affiliates		—		—
Net cash provided by (used in) investing activities		2,790,288		(28,505,003)

Cash flows from financing activities
Dividends paid to shareholders		—		—
Net cash provided by (used in) financing activities		—		—

Effect of exchange rate changes on cash and cash equivalents		(2,150,564)		(9,043,543)

Net increase in cash and cash equivalents		(12,923,292)		(39,951,905)
Cash and cash equivalents at beginning of period		77,070,510		97,911,619
Cash and cash equivalents at end of period	$	64,147,218	$	57,959,714

Supplemental disclosure of cash flow information
Income taxes paid	$	1,539,747	$	2,081,832
Interest paid		—		—

See accompanying notes to consolidated financial statements.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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

As of September 30, 2023, the Company has the following major subsidiaries and equity investment.


			% of Ownership	Relationship
	Date of	Place of	held by the	with the
Company Name	Incorporation	Incorporation	Company	Company	Principal Activity
Sunrise Real Estate Development Group, Inc. (CY-SRRE)	April 30, 2004	Cayman Islands	100%	Subsidiary	Investment holding
Lin Ray Yang Enterprise Limited (“LRY”)	November 13, 2003	British Virgin Islands	100%	Subsidiary	Investment holding
Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”)	August 20, 2001	PRC	100%	Subsidiary	Property brokerage services
Shanghai Shang Yang Investment Management and consultation Company Limited (“SHSY”)	February 5, 2004	PRC	100%	Subsidiary	Property brokerage services
Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”)	November 24, 2006	PRC	75.25%¹	Subsidiary	Property brokerage and management services
Suzhou Xi Ji Yang Real Estate Consultation Company Limited (“SZXJY”)	June 25, 2004	PRC	75%	Subsidiary	Property brokerage services
Linyi Shangyang Real Estate Development Company Limited (“LYSY”)	October 13, 2011	PRC	34%²	Subsidiary	Real estate development
Sanya Shang Yang Real Estate Consultation Company Limited (“SYSY”)	September 18, 2008	PRC	100%	Subsidiary	Property brokerage services
Shanghai Rui Jian Design Company Limited (“SHRJ”)	August 15, 2011	PRC	100%	Subsidiary	Property brokerage services
Linyi Rui Lin Construction and Design Company Limited (“LYRL”)	March 6, 2012	PRC	100%	Subsidiary	Investment holding
Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”)	December 28, 2009	PRC	49%	Equity investment	Real estate development
Zhong Ji Pu Fa Real Estate Company Limited (SHGXL)	March 12, 2012	PRC	100%	Equity investment	real estate development
Shanghai Da Er Wei Trading Company Limited (“SHDEW”)	June 6, 2013	PRC	19.91%³	Equity investment	Import and export trading
Shanghai Hui Tian (“SHHT”)	July 25, 2014	PRC	100%	Subsidiary	Investment holding
Huaian Zhanbao Industrial Co., Ltd. (“HAZB”)	December 6, 2018	PRC	78.46%⁴	Subsidiary	Investment holding
Huaian Tianxi Real Estate Development Co., Ltd (“HATX”)	October, 2018	PRC	78.46%⁴	Subsidiary	Investment holding
Shanghai Taobuting Media Co., Ltd. (“TBT”)	July 1, 2020	PRC	7.5%	Subsidiary	Streaming platform
Shangyang International Pte. Ltd	August 19, 2022	SINGAPORE	100%	Subsidiary	Investment holding

The Company and a shareholder of SZSY, which holds 12.5% equity interest in SZSY, entered into a voting agreement under which the Company is entitled to exercise the voting rights in respect of the shareholder’s 12.5% equity interest in SZSY. The Company effectively holds 75.25% voting rights in SZSY and therefore considers SZSY as a subsidiary of the Company.

The Company and a shareholder of LYSY, which holds 46% equity interest in LYSY, entered into a voting agreement that the Company is entitled to exercise the voting rights in respect of her 46% equity interest in LYSY. The Company effectively holds 80% voting rights in LYSY and therefore considers LYSY as a subsidiary of the Company. On May 27, 2020, LYRL received 10% of the issued and outstanding shares of LYSY from Nanjing Longchang Real Estate Development Group. LYRL owned 34% of LYSY following the purchase.

3	In December 2019, SHDEW issued shares to its employees pursuant to an employee stock bonus. This issuance resulted in the dilution of our ownership of SHDEW from 20.38% to 19.91%.

4	We established HAZB for the purpose of for real estate development in Huai’an through HATX of which we have 78.46% ownership.

The accompanying condensed consolidated balance sheet as of December 31, 2022, which has been derived from the audited consolidated financial statements and the accompanying unaudited condensed consolidated financial statements, has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations and the Company believes that the disclosures made are adequate to make the information not misleading.

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In the opinion of management, these condensed consolidated financial statements reflect all adjustments which are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of September 30, 2023 and the results of operations for the nine months ended September 30, 2023 and 2022, and the cash flows for the nine months ended September 30, 2023 and 2022. These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2022. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results which may be expected for the entire fiscal year.

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Principles of Consolidation

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

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

Foreign Currency Translation and Transactions

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

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

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

The exchange rates as of September 30, 2023 and December 31, 2022 are $1: RMB7.1798 and $1: RMB6.9646, respectively.

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

Real Estate Property under Development

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

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

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

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

In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 square meters for the purpose of developing villa-style residential housing. The LYSY project has divided into three phases at this moment. Phase 1 has completed construction of 121 units in May 2015 and sold 119 units out of all 121 units at the end of October 2022. Phase 2 was divided into north and south area and completed construction of 84 units at the end of 2020. All units have been sold during phase 2. Phase 3 began construction in the first quarter of 2021 and pre-sold 21 units out of 51 units as of October 31, 2023. In September 2020, the Company expanded the Linyi project by purchasing an additional 54,312 square meters for 228 million RMB for future development.

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters (“sqm”). In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of October 31, 2023, the Company sold 665 out of 679 units of the first phase and sold 457 units, respectively, out of 873 of the second phase.

Long Term Investments

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

Investment in Unconsolidated Affiliates

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

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

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

Other Investments

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

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Revenue Recognition

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

All revenues represent gross revenues less sales and business tax.

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

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

Net Earnings (Loss) per Common Share

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

Recently Adopted Accounting Standards

In February 2016, the FASB issued ASU 2016-02 which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASU 2016-02 in the first quarter of 2022 using the effective date approach to recognize and measure leases as of the adoption date. The Company has elected to utilize the available practical expedient to not separate lease components from non-lease components as well as the package of practical expedients that allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. At the date of adoption on January 1, 2022, this guidance had no impact to the Company’s condensed consolidated financial statements.

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In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, this ASU modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this ASU are effective for the public companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard on January 1, 2022, which had no material impact to the Company’s condensed consolidated financial statements.

New Accounting Pronouncements

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

NOTE 3 – RESTRICTED CASH

The Company is required to maintain certain deposits with the bank for those home buyers that have applied for a housing loan from their bank. This deposit is a percentage to each home buyer’s bank loan for the purpose of purchasing a home in our project. Once we complete the transfer h to the buyer, these deposits become unrestricted. As of September 30, 2023 and December 31, 2022, the Company held cash deposits of $37,442,318 and $43,869,156, respectively.

NOTE 4 – TRANSACTIONAL FINANCIAL ASSETS

As of September 30, 2023, we had $7,897,585 invested in bank wealth management investment products. The investments have short term maturity periods and can be rolled into a maturity date of our choosing or automatically rolled into subsequent maturity periods. The annualized rate of return may range from 2.08% to 2.7% depending on the amount and time period invested.

NOTE 5 – REAL ESTATE PROPERTY UNDER DEVELOPMENT

Real estate property under development represents the Company’s real estate development project in Linyi, the PRC (“Linyi Project”), which is located on the junction of Xiamen Road and Hong Kong Road in Linyi City Economic Development Zone, Shandong Province, PRC. This project covers a site area of approximately 103,385 square meters for the development of villa-style residential housing buildings. The Company acquired the site and commenced construction of this project during the fiscal year of 2012. We sold 119 of 121 Phase 1 villas, sold 84 villas out of all 84 units in Phase 2, and pre-sold 21 units out of 51 units in Phase 3 as of October 31, 2023.

In the first quarter of 2019, we purchased the property of HATX with the land use rights. As of September 30, 2023, land use rights included in real estate property under development totaled $115,543,857.

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters (“sqm”). In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of October 31, 2023, the Company sold 665 out of 679 units of the first phase and pre-sold 457 units, respectively, out of 873 of the second phase.

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NOTE 6 – OTHER RECEIVABLES AND DEPOSITS, NET


	September 30,		December 31,
	2023		2022
Advances to staff	$	52,195		372,262
Rental deposits		709,626		735,860
Prepaid expense		22,603		28,153
Prepaid tax		7,143,966		7,783,185
Other receivables		3,128,466		1,859,000
	$	11,056,855	$	10,733,460

Other receivables and deposits as of September 30, 2023 and December 31, 2022 were stated net of allowance for doubtful accounts of $1,174,985 and $1,233,079, respectively.

NOTE 7 – PROPERTY AND EQUIPMENT, NET


	September 30,		December 31,
	2023		2022
Furniture and fixtures	$	256,965	$	233,960
Computer and office equipment		186,886		135,163
Motor vehicles		600,767		747,185
Properties		2,107,227		2,172,338
		3,151,845		3,278,646
Less: Accumulated depreciation		(2,380,405)		(2,277,569)
	$	771,440	$	1,001,077

Depreciation and amortization expense for property and equipment amounted to $73,826 and $39,255 for the nine months ended September 30, 2023 and 2022, respectively.

NOTE 8 – INVESTMENT PROPERTIES, NET


	September 30,		December 31,
	2023		2022
Investment properties	$	32,367,752	$	33,367,887
Less: Accumulated depreciation		(11,422,016)		(10,694,748)
	$	20,945,736	$	22,673,139

Depreciation and amortization expense for investment properties amounted to $1,134,245 and $1,139,733 for the nine months ended September 30, 2023 and 2022, respectively.

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

The investments in unconsolidated affiliates primarily consist of SHDEW (19.91)% and SHTX (23%). As of September 30, 2023, the investment amount in SHDEW was $12,341,018 and SHTX was $227,856.

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

On October 31^st 2023, SHDEW held a shareholder meeting where the shareholders authorized SHDEW’s dissolution by 2026. SHDEW had no immediate dissolution plans at the time of the meeting but SHDEW’s management will be planning the steps for SHDEW’s winding down of its business.

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NOTE 10 – OTHER INVESTMENTS, NET

According to ASU 2016-01, where the Company has no significant influence, the investment is classified as other investments in the balance sheet and is carried under the measurement alternative method. The measurement alternative measures the equity investment at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of September 30, 2023 and December 31, 2022, the carrying amount of the Company’s measurement alternative investments was $633,131 and $652,693, respectively.

The Company performs impairment assessment of its investments under the measurement alternative whenever events or changes in circumstances indicate that the carrying value of the investment may not be fully recoverable. Impairment charges in connection with the measurement alternative investments of nil were recorded in others, net in the Consolidated Statements of Operations and Comprehensive Income/(Loss) for the years ended September 30, 2023 and 2022, respectively.

NOTE 11 – GOODWILL

On April 4, 2020, the Company purchased 10% of LYSY from Nanjing Longchang Real Estate Development Group for 22.17 million RMB (approximately $3,398,213). As of September 30, 2023, the amount of $1,044,450 of goodwill represents the difference between the investment cost and book value.

NOTE 12 – PROMISSORY NOTES PAYABLE

The promissory notes payable consists of the following unsecured notes to unrelated parties. Included in the balances are promissory notes with outstanding principal and unpaid interest of an aggregate of $1,392,796 and $1,435,833 as of September 30, 2023 and December 31, 2022, respectively.

The promissory note with a principal as of September 30, 2023 amounting to $696,398 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment. As of September 30, 2023, and December 31, 2022, the outstanding principal and unpaid interest related to this promissory note amounted to $696,398 and $717,917, respectively.

For the nine months ended September 30, 2023, the interest expense related to these promissory notes was $NIL.

NOTE 13 – AMOUNTS DUE TO DIRECTORS


	September 30,		December 31,
	2023		2022
Lin Chi-Jung	$	508,207	$	459,299
Lin Hsin-Hung		20,187		20,811
	$	528,394	$	480,109

(a)	The balance due to Lin Chi-Jung consists of temporary advances.

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

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

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NOTE 14 – OTHER PAYABLES AND ACCRUED EXPENSES


	September 30,		December 31,
	2023		2022
Accrued staff commission and bonus	$	103,424	$	185,124
Rental deposits received		176,574		164,566
Bid bond		61,229		90,457
Dividends payable to non-controlling interest		187,407		193,198
Other payables		6,744,670		6,954,170
	$	7,273,304	$	7,587,515

NOTE 15 – ACCOUNT PAYABLE

Account payable was mostly derived from our property development of the Linyi project and the HATX project. As of September 30, 2023, and December 31, 2022, the Company’s account payable amounted to $24,274,026 and $22,372,938, respectively.

NOTE 16 – AMOUNT DUE TO AFFILIATES

As of September 30, 2023, the amount due to Shanghai Shengji (“SHSJ”), a shareholder of HATX, was $49,788,345. The amount due to JXSY was $493,252, which was an intercompany transfer for day-to-day operations.

NOTE 17 – CUSTOMER DEPOSITS

Customer deposits were mostly derived from our property development of the Linyi project and the HATX project, which was pre-sale collection from our customers. As of September 30, 2023, and December 31, 2022, the Company’s customer deposits amounted to $27,199,652 and $34,742,361, respectively.

NOTE 18 – INCOME TAX PAYABLE

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

NOTE 19 – COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

The Company leases certain of its office properties under non-cancellable operating lease arrangements. Payments under operating leases are expensed on a straight-line basis over the periods of their respective terms, and the terms of the leases do not contain rent escalation, or contingent rent, renewal, or purchase options. There are no restrictions placed upon the Company by entering into these leases. Rental expenses under operating leases for the nine months ended September 30, 2023 and 2022 were $57,782 and $147,842, respectively.

As of September 30, 2023, the Company had the following operating lease obligations.


	Amount
Within one year	$	54,087
Two to five years		—
	$	54,087

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NOTE 20 – STATUTORY RESERVE

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

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

In addition to the general reserve, the Company’s PRC subsidiaries are required to obtain approval from the local PRC government prior to distributing any registered share capital. Accordingly, both the appropriations to general reserve and the registered share capital of the Company’s PRC subsidiary are considered as restricted net assets and are not distributable as cash dividends. As of September 30, 2023, and December 31, 2022, the Company’s statutory reserve fund was $3,986,618 and $3,986,618, respectively.

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NOTE 21 - SEGMENT INFORMATION

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

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


	Three Months Ended September 30, 2023
	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
Net revenues	$	79,886	$	5,316,998	$	—	$	—	$	5,396,884
Cost of revenues		(233,735)		(4,421,668)		—		—		(4,655,403)
Gross profit		(153,849)		895,330		—		—		741,481

Operating expenses		(127,621)		(383,118)		—		—		(510,739)
General and administrative expenses		(201,502)		(506,108)		—		(5,834)		(713,444)
Operating loss		(482,972)		6,104		—		(5,834)		(482,702)

Other income (expenses)
Interest income		76,150		161,090		—		1,516		238,756
Interest expense		(241,926)		(102,896)		—		—		(344,822)
Other income, Net		(183,425)		(7,820)		(225,100)		—		(416,345)
Total other (expenses) income		(349,201)		50,374		(225,100)		1,516		(522,411)

Income (loss) before income taxes		(832,173)		56,478		(225,100)		(4,318)		(1,005,113)
Income tax		(178,281)		—		—		—		(178,281)
Net Income(loss)	$	(1,010,454)	$	56,478	$	(225,100)	$	(4,318)	$	(1,183,394)


	Nine Months Ended September 30, 2023
	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
Net revenues	$	281,895	$	17,891,655	$	—	$	—	$	18,173,550
Cost of revenues		(681,416)		(15,110,922)		—		—		(15,792,338)
Gross profit		(399,520)		2,780,732		—		—		2,381,212

Operating expenses		(214,049)		(1,237,289)		—		—		(1,451,338)
General and administrative expenses		(777,135)		(974,675)		—		(502,226)		(2,254,036)
Operating loss		(1,390,704)		568,768		—		(502,226)		(1,324,162)

Other income (expenses)
Interest income		30,557		461,424		—		242,195		734,176
Interest expense		315,464		(315,464)		—		(1,708,866)		(1,708,866)
Other income, Net		(47,671)		(10,733)		26,855		—		(31,549)
Total other (expenses) income		298,350		135,227		26,855		(1,466,671)		(1,006,239)

Income (loss) before income taxes		(1,092,354)		703,995		26,855		(1,968,897)		(2,330,401)
Income tax		(539,596)		—		—		—		(539,596)
Net Income(loss)	$	(1,631,950)	$	703,995	$	26,855	$	(1,968,897)	$	(2,869,997)

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	Three Months Ended September 30, 2022
	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
Net revenues	$	299,689	$	22,044,000	$	—	$	—	$	22,343,689
Cost of revenues		(235,981)		(19,067,787)		—		—		(19,303,768)
Gross profit		63,708		2,976,213		—		—		3,039,921

Operating expenses		(216,804)		(316,631)		—		—		(533,435)
General and administrative expenses		(422,388)		(361,827)		—		(5,834)		(790,049)
Operating loss		(575,484)		2,297,755		—		(5,834)		1,716,437

Other income (expenses)
Interest income		(7,890)		104,533		—		1,516		98,159
Interest expense		281,464		(535,376)		—		—		(253,912)
Other income, Net		69,323		572		(1,266,068)		—		(1,196,173)
Total other (expenses) income		342,897		(430,271)		(1,266,068)		1,516		(1,351,926)

Income (loss) before income taxes		(232,587)		1,867,484		(1,266,068)		(4,318)		364,511
Income tax		(722,928)		—		—		—		(722,928)
Net Income(loss)	$	(955,515)	$	1,867,484	$	(1,266,068)	$	(4,318)	$	(358,417)


	Nine Months Ended September 30, 2022
	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
Net revenues	$	501,953	$	68,605,796	$	—	$	—	$	69,107,749
Cost of revenues		(756,178)		(60,077,817)		—		—		(60,833,995)
Gross profit		(254,225)		8,527,979		—		—		8,273,754

Operating expenses		(643,371)		(861,006)		—		—		(1,504,377)
General and administrative expenses		(940,200)		(1,255,794)		—		(417,224)		(2,613,218)
Operating loss		(1,837,796)		6,411,179		—		(417,224)		4,156,159

Other income (expenses)
Interest income		8,210		565,472		—		610		574,292
Interest expense		1,631,786		(4,230,570)		—		—		(2,598,784)
Other income, Net		(3,202,019)		(54,007)		371,263		(100,000)		(2,984,763)
Total other (expenses) income		(1,562,023)		(3,719,105)		371,263		(99,390)		(5,009,255)

Income (loss) before income taxes		(3,399,820)		2,692,074		371,263		(516,614)		(853,096)
Income tax		(2,081,832)		—		—		—		(2,081,832)
Net Income (loss)	$	(5,481,652)	$	2,692,669	$	371,263	$	(516,614)	$	(2,934,928)

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	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
As of September 30, 2023
Real estate property under development	$	—		115,543,857		—		—		115,543,857
Total assets		16,069,347	$	138,803,602	$	20,899,590	$	74,747,870	$	250,520,409

As of September 30, 2022
Real estate property under development		—		—		—		—		—
Total assets	$	—	$	121,416,669	$	—	$	—	$	121,416,669

NOTE 22 – RELATED PARTY TRANSACTIONS

We rented an office about 71sqm in Pudong, Shanghai from SHDEW, our related party for $3,709 per month for one year period.

NOTE 23 - SUBSEQUENT EVENT

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred from October 1, 2021, up through the date the Company issued the interim financial statements and identified no reportable events except that on October 31^st 2023, SHDEW held a shareholder meeting where the shareholders authorized SHDEW’s dissolution by 2026. SHDEW had no immediate dissolution plans at the time of the meeting but SHDEW’s management will be planning the steps for SHDEW’s winding down of its business.

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

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

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

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

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

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

OVERVIEW

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

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

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

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

RECENT DEVELOPMENTS

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

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

In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 square meters for the purpose of developing villa-style residential housing. The LYSY project has divided into three phases. Phase 1 completed construction of 121 units in May 2015 and sold 119 units out of all 121 units by October 31, 2023. Phase 2 was divided into the north and south areas and completed construction of 84 units at the end of 2020. All 84 units have been sold during phase 2 by October 31, 2023. Phase 3 began construction in first quarter of 2021and pre-sold 21 units out of 51units as of October 31,2023. In September 2020, the Company expanded the Linyi project by purchasing an additional 54,312 square meters in the amount of 228 million RMB for future development.

On March 13, 2014, the Company signed a joint development agreement with Zhongji Pufa Real Estate Co. (“SHGXL”). According to this agreement, the Company has obtained a right to develop the Guangxinglu (“GXL”) project, located at 182 lane Guangxinglu, Putuo district, Shanghai, PRC. This project covers a site area of approximately 2,502 square meters for the development of one apartment building. In 2016, the government issued a regulation prohibiting the by-unit sale of commercial-use buildings. The apartment unit sale for the GXL project was put on hold until the government reviewed our project’s status. During that time, we rented any unsold apartment units while not recognizing the units previously sold before the regulation. In March 2019, we received government confirmation that our project cannot be sold on a unit-by-unit basis going forward. The Company decided to continue operating the project by renting the units. These unsold units are recognized as investment in properties in Note 8. We also recognized all the units that were sold before the regulation in our financial statement for the fiscal year ended December 31, 2019.

SHDEW was established in June 2013 with its business as a skincare and cosmetic company. SHDEW develops its own skincare products as well as improving its online ecommerce platform. SHDEW sells products under its own brands as well as the products from third parties. The products include skincare, cosmetics, personal care products such as soaps, shampoos, skin care devices and children’s apparel. SHDEW has an online shopping app, “庭秘密,” where consumers can purchase its cosmetics and skincare products as well as products imported into China. On October 31^st 2023, SHDEW held a shareholder meeting where the shareholders authorizedSHDEW’s dissolution by the end of 2026. SHDEW had no dissolution plans at the time of the meeting but SHDEW management will be planning steps for winding down SHDEW’s busines

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters. In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a GFA of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of October 31, 2023, the Company sold 665 units out of 679 units of the first phase and sold 457 units out of 873 of the second phase.

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RECENTLY ADOPTED ACCOUNTING STANDARDS

NEW ACCOUNTING PRONOUNCEMENTS

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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

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

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Revenue Recognition

All revenues represent gross revenues less sales and business tax.

Real Estate Property under Development

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Income Taxes

The Company accounts for income taxes under ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Deferred tax assets or liabilities were off-set by a 100% valuation allowance; therefore there has been no recognized benefit as of September 30, 2022 and December 31, 2021.

RESULTS OF OPERATIONS

We provide the following discussion and analyses of our changes in financial condition and results of operations for the period ended September 30, 2023 with comparisons to the period ended September 30, 2022.

Revenue

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


	Three Months Ended September 30,					Nine Months Ended September 30,
	2023	% to total	2022	% to total	% change	2023	% to total	2022	% to total	% change
Property management	231,974	4	440,717	2	(47)	717,852	4	873,352	1	(18)
House sales	5,164,909	96	21,902,972	98	(77)	17,455,697	96	68,234,397	99	(74)
Net revenues	5,396,883	100	22,343,689	100	(77)	18,173,549	100	69,107,749	100	(74)

The net revenue for the third quarter of 2023 was $5,396,883, which decreased 77% from $22,343,689 from the third quarter of 2022. The net revenue for the first three quarters of 2023 was $18,173,549, which represented a decrease of 74% from $69,107,749 from the first three quarters of 2022. For the third quarter of 2023, property management and house sales represented 4% and 96% of our net revenues, respectively. For the first three quarters of 2023, property management and house sales represented 4% and 96% of our net revenues, respectively. The decrease in net revenue for the first three quarters of 2023 was mainly due to the lower revenue of the Huaian Tianxi project.

Property Management

Property management represented 4% of our revenue for the first three quarters of 2023 and revenue from property management decreased by 18% compared with the same period in 2022.

House sales

For the first three quarters of 2023, the Company has recognized house sales of Huaian Tianxi project. House sales represented 96% of our revenue for the first three quarters of 2023.

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Cost of Revenue

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


	Three Months Ended September 30,					Nine Months Ended September 30,
	2023	% to total	2022	% to total	% change	2023	% to total	2022	% to total	% change
Property management	411,724	8	383,745	2	7	1,184,878	7	1,175,877	2	1
House sales	4,243,678	92	18,920,023	98	(78)	14,607,459	93	59,658,118	98	(75)
Net revenues	4,655,402	100	19,303,768	100	(77)	15,792,338	100	60,833,998	100	(74)

The cost of revenue for the third quarter of 2023 was $4,655,402, which decreased 77% from $19,303,768 during the third quarter of 2022. The cost of revenues for the first three quarters of 2023 was $15,792,338, which decreased 74% from $60,833,998 during the first three quarters of 2022. For the third quarters of 2023, property management, and house sales represented 8% and 92% of our cost of revenue, respectively. For the first three quarters of 2023, property management, and house sales represented 7% and 93% of our cost of revenue, respectively. The decrease in the cost of revenue in the third quarter and in the first three quarters of 2023 was mainly due to the company lower cost of revenue of Huaian Tianxi project at a certain portion.

Property management

The cost of revenue for property management for the first three quarters of 2023 was $1,184,878, an increase of 1% from $1,175,877 in the same period in 2022.

House sales

For the first three quarters of 2023, the Company has recognized house sales of cost of revenue of Huaian Tianxi project at a certain portion. House sales represented 93% of our cost of revenue for the first three quarters of 2023.

Operating Expenses

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


	Three Months Ended September 30,					Nine Months Ended September 30,
	2023	% to total	2022	% to total	% change	2023	% to total	2022	% to total	% change
Property management	164,961	32	364,107	65	(55)	567,225	39	801,036	53	(29)
House sales	345,778	68	187,685	35	84	884,112	61	703,341	47	25
Net revenues	510,738	100	551,792	100	(7)	1,451,338	100	1,504,377	100	(4)

The operating expenses for the third quarter of 2023 were $510,738, which decreased 7% from $551,792 for the same period in 2022. The total operating expenses for the first three quarters of 2023 were $1,451,338, which decreased 4% from $1,504,377 for the same period in 2022. For the third quarter of 2023, property management and house sales represented 32%, and 68% of the total operating expenses, respectively. For the first three quarters of 2023, property management and house sales represented 39%, and 61% of the total operating expense, respectively. The decrease in the overall operating expense resulted from the decrease in property management for the third quarter and the first three quarters of 2023.

Property management

The operating expenses for property management for the first three quarters of 2023 were $567,225, a decrease of 29% from $801,036 in the same period in 2022. The decrease is mainly due to the consulting expenses relating to the business.

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House sales

The operating expenses for house sales for the first three quarters of 2023 were $884,112, which increased 25% from $703,341 in the same period in 2022. The increase is mainly due to the operations of the HATX project.

General and Administrative Expenses

General and administrative expenses in the first three quarters of 2023 were $2,254,036, a decrease of 14% from $2,613,218, in the same period in 2022.

Other income, net

Other loss for the first three quarters of 2023 was $31,549, a decrease of 99% from a loss of $2,984,763 for the same period in 2022. The decrease in income was mainly due to the loss of transactional financial assets.

Major Related Party Transaction

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

Amount due to directors

The total amount due to directors for September 30, 2023 was $528,394. The amounts due are as follows:

Amount due to Lin Chi-Jung

The balances due to Lin Chi-Jung consists of temporary advances at the amount of $508,207 and are unsecured, interest-free and have no fixed term of repayment.

Amount due to Lin Hsin Hung

The amount of $20,187 represents the salary payable to Lin Hsin Hung.

Amount due to affiliate

The amount due to SHSJ and JXSY, in the amounts of $49,788,345 and $493,252, respectively,were intercompany transfers for day to day operation.

LIQUIDITY AND CAPITAL RESOURCES

For the first three quarters of 2023, our principal sources of cash were revenues from our house sales collection and property management business, as well as the dividend receipt from the affiliates. Most of our cash resources were used to fund our property development investment and revenue related expenses, such as salaries and commissions paid to the sales force, daily administrative expenses and the maintenance of regional offices.

We ended the period with a cash position of $26,704,900.

The Company’s operating activities used cash in the amount of $13,563,016, which was primarily attributable to the payment of dividends to our shareholders.

The Company’s investing activities provided cash resources of $2,790,288, which was primarily attributable to the investment in transactional financial assets.

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The potential cash needs for 2023 are for investment in transactional financial assets, construction for our development projects in the Huai’an project (HATX) and the Linyi project.

According to the public records, the Market Supervision Administrations of Baokang County, which is a county located within Xiangyang City, Hubei Province, China, conducted an investigation into the business practices of SHDEW and some of its affiliates. SHDEW is in the business of selling cosmetics and other consumer goods online. While we own approximately 19.91% of SHDEW, we do not have any control or influence over its business practices. We are not related to this investigation, and we are unable to evaluate the merits of any allegations. In October 2023, Baokang County fined SHDEW 20 million RMB and the case was closed. The investigation in Heibei YuHua District was dropped and all frozen assets were unfrozen. SHDEW is not subject to any further investigation.

Though the investment of SHDEW and dividends frin SHDEW has been a main source of cashflow for the Company, SHDEW may be unable to pay dividends in the future, which may have an adverse impact on our operations, including expansion.

Capital Resources

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

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

A.Material weaknesses

As discussed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2022, we identified one material weakness in the design and operation of our internal controls. The material weakness is related to the Company’s accounting department personnel having limited knowledge and experience in U.S. GAAP. In response to the above identified material weakness and to continue strengthening the Company’s internal control over financial reporting, we are going to undertake the following remediation initiatives:

●	hiring additional personnel with sufficient knowledge and experience in U.S. GAAP; and

●	providing ongoing training course in U.S. GAAP to existing personnel, including our Chief Financial Officer and Financial Controller.

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

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B.Evaluation of Disclosure Controls and Procedures

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

C.Changes in Internal Control over Financial Reporting

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

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

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material developments in any legal proceedings since the disclosures contained in the Registrant’s Form 10-K for the year ended December 31, 2022.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Number		Description

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

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

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

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

* Filed herewith

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SIGNATURES

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

SUNRISE REAL ESTATE GROUP, INC.

Date: November 15, 2023
By: /s/ Zhang, Jian
Zhang, Jian, Chief Executive Officer, Principal Executive Officer

Date: November 15, 2023
By: /s/ Mi, Yong Jun
Mi, Yong Jun, Chief Financial Officer, Principal Financial Officer

EXHIBIT 31.1

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

I, Zhang, Jian, certify that:

1. I have reviewed this Quarterly Report for the nine months ended September 30, 2023 on Form 10-Q of SUNRISE REAL ESTATE GROUP, INC.;

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

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

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

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

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

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

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

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

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

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

Date: November 15, 2023
By:	/s/ Zhang, Jian
Zhang, Jian, Chief Executive Officer

EXHIBIT 31.2

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

I, Mi, Yong Jun, certify that:

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

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

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

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

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

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

Date: November 15, 2023
/s/ Mi, Yong Jun
Mi, Yong Jun, Chief Financial Officer

EXHIBIT 32.1

Section 1350 Certification

In connection with this Quarterly Report of SUNRISE REAL ESTATE GROUP, INC. (the "Company") on Form 10-Q for the nine months ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Executive Officer and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002 that:

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

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

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

Date: November 15, 2023
By:	/s/ Zhang, Jian
Zhang, Jian Chief Executive Officer

Date: November 15, 2023
By:	/s/ Mi, Yong Jun
Mi, Yong Jun, Chief Financial Officer

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 14, 2023
Document And Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	000-32585
Entity Registrant Name	SUNRISE REAL ESTATE GROUP, INC.
Entity Incorporation, State or Country Code	TX
Entity Tax Identification Number	75-2713701
Entity Address, Address Line One	No. 18, Panlong Road,
Entity Address, City or Town	Shanghai
Entity Address, Country	CN
Entity Address, Postal Zip Code	201702
City Area Code	+ 86-21
Local Phone Number	6139-8018
Title of 12(b) Security	None
Trading Symbol	SRRE
Security Exchange Name	NONE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		68,691,925
Entity Central Index Key	0001083490
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 26,704,900	$ 33,201,354
Restricted cash (Note 3)	37,442,318	43,869,156
Transactional financial assets (Note 4)	7,897,585	10,960,511
Accounts receivable	127,503	204,518
Real estate property under development (Note 5)	115,543,857	120,302,022
Amount due from an unconsolidated affiliate	15,983,760	16,502,409
Other receivables and deposits, net (Note 6)	11,056,855	10,733,460
Total current assets	214,756,778	235,773,430
Property and equipment, net (Note 7)	771,440	1,001,077
Investment properties, net (Note 8)	20,945,736	22,673,139
Investment in an unconsolidated affiliate (Note 9)	12,368,874	12,751,061
Goodwill (Note 11)	1,044,450	1,243,194
Other investments (Note 10)	633,131	652,693
Total assets	250,520,409	274,094,594
Current liabilities
Promissory notes payable (Note 12)	1,392,796	1,435,833
Accounts payable (Note 15)	24,274,026	22,372,938
Customer deposits (Note 17)	27,199,652	34,742,361
Other payables and accrued expenses (Note 14)	7,273,304	7,587,515
Other taxes payable	245,815	255,175
Income taxes payable (Note 18)	1,657,239	1,848,666
Dividends payables		10,303,789
Total current liabilities	112,852,823	128,277,659
Long-term income tax payable (Note 18)	269,606	1,078,422
Total liabilities	113,122,429	129,356,081
Commitments and contingencies (Note 19)
Shareholders' equity
Common stock, par value $0.01 per share; 200,000,000 shares Authorized; 68,691,925 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	686,919	686,919
Additional paid-in capital	8,110,008	8,110,008
Statutory reserve (Note 20)	3,986,618	3,986,618
Retained Earnings	107,084,787	109,300,636
Accumulated other comprehensive income	5,359,260	9,447,265
Total deficit of Sunrise Real Estate Group, Inc.	125,227,592	131,531,446
Non-controlling interests	12,170,388	13,207,067
Total shareholders' equity	137,397,980	144,738,513
Total liabilities and shareholders' equity	250,520,409	274,094,594
Affiliated Entity
Current liabilities
Amounts due	50,281,597	49,251,273
Shareholders
Current liabilities
Amounts due	$ 528,394	$ 480,109

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	68,691,925	68,691,925
Common stock, shares outstanding	68,691,925	68,691,925

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Net revenues	$ 5,396,884	$ 22,343,689	$ 18,173,550	$ 69,107,749
Cost of revenues	(4,655,403)	(19,303,768)	(15,792,338)	(60,833,995)
Gross profit (loss)	741,481	3,039,921	2,381,212	8,273,754
Operating expenses	(510,739)	(533,435)	(1,451,338)	(1,504,377)
General and administrative expenses	(713,444)	(790,049)	(2,254,036)	(2,613,218)
Operating profit (loss)	(482,702)	1,716,437	(1,324,162)	4,156,159
Other income (expenses)
Interest income	238,756	98,159	734,176	574,292
Interest expense	(344,822)	(253,912)	(1,708,866)	(2,598,784)
Other income (loss), net	416,345	1,196,173	31,549	2,984,763
Total other Income	(522,411)	(1,351,926)	(1,006,239)	(5,009,255)
Income (loss) before income taxes	(1,005,113)	364,511	(2,330,401)	(853,096)
Income tax benefit (expense)	(178,281)	(722,928)	(539,596)	(2,081,832)
Net income (loss)	(1,183,394)	(358,417)	(2,869,997)	(2,934,928)
Less: Net (income) loss attributable to non-controlling interests	(276,876)	150,003	(654,148)	(1,974,453)
Net income attributable to shareholders of Sunrise Real Estate Group, Inc.	(906,518)	(508,420)	(2,215,849)	(960,475)
Other comprehensive income (loss) Foreign currency translation adjustment	856,355	(9,933,799)	(4,470,536)	(19,502,868)
Comprehensive income (loss)	(327,039)	(10,292,216)	(7,340,533)	(22,437,796)
Less: Comprehensive income (loss) attributable to non-controlling interests	195,492	587,955	1,036,679	3,393,232
Total comprehensive income (loss) attributable to shareholders	$ (131,547)	$ (9,704,261)	$ (6,303,854)	$ (19,044,564)
Earnings per share - basic	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.01)
Earnings per share - diluted	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.01)
Weighted average common shares outstanding - Basic	68,691,925	68,691,925	68,691,925	68,691,925
Weighted average common shares outstanding - Diluted	68,691,925	68,691,925	68,691,925	68,691,925

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Statutory Reserve	Retained Earnings (Deficits)	Accumulated Other Comprehensive Income	Non-controlling Interests	Total
Beginning Balance at Dec. 31, 2021	$ 686,919	$ 8,050,008	$ 3,986,618	$ 117,729,224	$ 24,738,423	$ 15,430,432	$ 170,621,624
Beginning Balance (in shares) at Dec. 31, 2021	68,691,925
Profit (loss) for the year				(960,475)		(1,974,453)	(2,934,928)
Translation of foreign operations	$ 0	0	0	0	(18,084,089)	(1,418,779)	(19,502,858)
Ending Balance at Sep. 30, 2022	$ 686,919	8,050,008	3,986,618	116,768,749	6,654,334	12,037,200	148,183,828
Ending Balance (in shares) at Sep. 30, 2022	68,691,925
Beginning Balance at Jun. 30, 2022	$ 686,919	8,050,008	3,986,618	117,281,967	15,850,175	12,625,155	158,480,842
Beginning Balance (in shares) at Jun. 30, 2022	68,691,925
Profit (loss) for the year				(513,218)		(334,074)	(847,292)
Capital contribution to a new consolidated subsidiary					(9,195,841)	(253,881)	(9,449,722)
Ending Balance at Sep. 30, 2022	$ 686,919	8,050,008	3,986,618	116,768,749	6,654,334	12,037,200	148,183,828
Ending Balance (in shares) at Sep. 30, 2022	68,691,925
Beginning Balance at Dec. 31, 2022	$ 686,919	8,110,008	3,986,618	109,300,636	9,447,265	13,207,067	144,738,513
Beginning Balance (in shares) at Dec. 31, 2022	68,691,925
Profit (loss) for the year				(2,215,849)		(654,148)	(2,869,997)
Translation of foreign operations	$ 0	0	0	0	(4,088,005)	(382,531)	(4,470,536)
Ending Balance at Sep. 30, 2023	$ 686,919	8,110,008	3,986,618	107,084,787	5,359,260	12,170,388	137,397,980
Ending Balance (in shares) at Sep. 30, 2023	68,691,925
Beginning Balance at Jun. 30, 2023	$ 686,919	8,110,008	3,986,618	107,991,305	4,584,289	12,365,880	137,725,019
Beginning Balance (in shares) at Jun. 30, 2023	68,691,925
Profit (loss) for the year				(906,518)		(276,876)	(1,183,394)
Capital contribution to a new consolidated subsidiary					774,971	81,384	856,355
Ending Balance at Sep. 30, 2023	$ 686,919	$ 8,110,008	$ 3,986,618	$ 107,084,787	$ 5,359,260	$ 12,170,388	$ 137,397,980
Ending Balance (in shares) at Sep. 30, 2023	68,691,925

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net income (loss)	$ (2,869,997)	$ (2,934,928)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation and amortization	1,305,903	1,338,556
Loss (Gain) on disposal of property, plant and equipment	34,088	39,255
Changes in assets and liabilities
Accounts receivable	72,476	(158,455)
Real estate property under development	1,178,217	41,996,130
Customer Deposits	(6,647,288)	(74,110,690)
Amount due from unconsolidated affiliates	2,587,348	31,094,696
Other receivables and deposits	(659,587)	172,090
Deferred tax assets		824,263
Net cash from directors	64,082	(23,632)
Accounts payable	2,629,388	(1,279,071)
Other payables and accrued expenses	(88,738)	(493,470)
Dividend	(10,219,272)	1,130,314
Other taxes payable	(1,750)	(145,185)
Income taxes payable	(947,886)	146,768
Net cash provided by (used in) operating activities	(13,563,016)	(2,403,359)
Cash flows from investing activities
Purchases of property and equipment	(5,487)	(192,668)
Net Cash from Transactional financial assets	2,795,775	(28,312,335)
Net cash provided by (used in) investing activities	2,790,288	(28,505,003)
Effect of exchange rate changes on cash and cash equivalents	(2,150,564)	(9,043,543)
Net increase in cash and cash equivalents	(12,923,292)	(39,951,905)
Cash and cash equivalents at beginning of period	77,070,510	97,911,619
Cash and cash equivalents at end of period	64,147,218	57,959,714
Supplemental disclosure of cash flow information
Income taxes paid	1,539,747	2,081,832
Interest paid	$ 0	$ 0

ORGANIZATION AND DESCRIPTION OF BUSINESS

9 Months Ended

Sep. 30, 2023

ORGANIZATION AND DESCRIPTION OF BUSINESS

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

As of September 30, 2023, the Company has the following major subsidiaries and equity investment.


			% of Ownership	Relationship
	Date of	Place of	held by the	with the
Company Name	Incorporation	Incorporation	Company	Company	Principal Activity
Sunrise Real Estate Development Group, Inc. (CY-SRRE)	April 30, 2004	Cayman Islands	100%	Subsidiary	Investment holding
Lin Ray Yang Enterprise Limited (“LRY”)	November 13, 2003	British Virgin Islands	100%	Subsidiary	Investment holding
Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”)	August 20, 2001	PRC	100%	Subsidiary	Property brokerage services
Shanghai Shang Yang Investment Management and consultation Company Limited (“SHSY”)	February 5, 2004	PRC	100%	Subsidiary	Property brokerage services
Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”)	November 24, 2006	PRC	75.25%¹	Subsidiary	Property brokerage and management services
Suzhou Xi Ji Yang Real Estate Consultation Company Limited (“SZXJY”)	June 25, 2004	PRC	75%	Subsidiary	Property brokerage services
Linyi Shangyang Real Estate Development Company Limited (“LYSY”)	October 13, 2011	PRC	34%²	Subsidiary	Real estate development
Sanya Shang Yang Real Estate Consultation Company Limited (“SYSY”)	September 18, 2008	PRC	100%	Subsidiary	Property brokerage services
Shanghai Rui Jian Design Company Limited (“SHRJ”)	August 15, 2011	PRC	100%	Subsidiary	Property brokerage services
Linyi Rui Lin Construction and Design Company Limited (“LYRL”)	March 6, 2012	PRC	100%	Subsidiary	Investment holding
Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”)	December 28, 2009	PRC	49%	Equity investment	Real estate development
Zhong Ji Pu Fa Real Estate Company Limited (SHGXL)	March 12, 2012	PRC	100%	Equity investment	real estate development
Shanghai Da Er Wei Trading Company Limited (“SHDEW”)	June 6, 2013	PRC	19.91%³	Equity investment	Import and export trading
Shanghai Hui Tian (“SHHT”)	July 25, 2014	PRC	100%	Subsidiary	Investment holding
Huaian Zhanbao Industrial Co., Ltd. (“HAZB”)	December 6, 2018	PRC	78.46%⁴	Subsidiary	Investment holding
Huaian Tianxi Real Estate Development Co., Ltd (“HATX”)	October, 2018	PRC	78.46%⁴	Subsidiary	Investment holding
Shanghai Taobuting Media Co., Ltd. (“TBT”)	July 1, 2020	PRC	7.5%	Subsidiary	Streaming platform
Shangyang International Pte. Ltd	August 19, 2022	SINGAPORE	100%	Subsidiary	Investment holding

3	In December 2019, SHDEW issued shares to its employees pursuant to an employee stock bonus. This issuance resulted in the dilution of our ownership of SHDEW from 20.38% to 19.91%.

4	We established HAZB for the purpose of for real estate development in Huai’an through HATX of which we have 78.46% ownership.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Principles of Consolidation

Foreign Currency Translation and Transactions

The exchange rates as of September 30, 2023 and December 31, 2022 are $1: RMB7.1798 and $1: RMB6.9646, respectively.

Real Estate Property under Development

Long Term Investments

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

Investment in Unconsolidated Affiliates

Other Investments

Revenue Recognition

All revenues represent gross revenues less sales and business tax.

Net Earnings (Loss) per Common Share

Recently Adopted Accounting Standards

New Accounting Pronouncements

RESTRICTED CASH

9 Months Ended

Sep. 30, 2023

RESTRICTED CASH

RESTRICTED CASH

NOTE 3 – RESTRICTED CASH

TRANSACTIONAL FINANCIAL ASSETS

9 Months Ended

Sep. 30, 2023

TRANSACTIONAL FINANCIAL ASSETS

TRANSACTIONAL FINANCIAL ASSETS

NOTE 4 – TRANSACTIONAL FINANCIAL ASSETS

REAL ESTATE PROPERTY UNDER DEVELOPMENT

9 Months Ended

Sep. 30, 2023

REAL ESTATE PROPERTY UNDER DEVELOPMENT

REAL ESTATE PROPERTY UNDER DEVELOPMENT

NOTE 5 – REAL ESTATE PROPERTY UNDER DEVELOPMENT

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters (“sqm”). In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of October 31, 2023, the Company sold 665 out of 679 units of the first phase and pre-sold 457 units, respectively, out of 873 of the second phase.

OTHER RECEIVABLES AND DEPOSITS, NET

9 Months Ended

Sep. 30, 2023

OTHER RECEIVABLES AND DEPOSITS, NET

OTHER RECEIVABLES AND DEPOSITS, NET

NOTE 6 – OTHER RECEIVABLES AND DEPOSITS, NET


	September 30,		December 31,
	2023		2022
Advances to staff	$	52,195		372,262
Rental deposits		709,626		735,860
Prepaid expense		22,603		28,153
Prepaid tax		7,143,966		7,783,185
Other receivables		3,128,466		1,859,000
	$	11,056,855	$	10,733,460

Other receivables and deposits as of September 30, 2023 and December 31, 2022 were stated net of allowance for doubtful accounts of $1,174,985 and $1,233,079, respectively.

PROPERTY AND EQUIPMENT, NET

9 Months Ended

Sep. 30, 2023

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET

NOTE 7 – PROPERTY AND EQUIPMENT, NET


	September 30,		December 31,
	2023		2022
Furniture and fixtures	$	256,965	$	233,960
Computer and office equipment		186,886		135,163
Motor vehicles		600,767		747,185
Properties		2,107,227		2,172,338
		3,151,845		3,278,646
Less: Accumulated depreciation		(2,380,405)		(2,277,569)
	$	771,440	$	1,001,077

Depreciation and amortization expense for property and equipment amounted to $73,826 and $39,255 for the nine months ended September 30, 2023 and 2022, respectively.

INVESTMENT PROPERTIES, NET

9 Months Ended

Sep. 30, 2023

INVESTMENT PROPERTIES, NET

INVESTMENT PROPERTIES, NET

NOTE 8 – INVESTMENT PROPERTIES, NET


	September 30,		December 31,
	2023		2022
Investment properties	$	32,367,752	$	33,367,887
Less: Accumulated depreciation		(11,422,016)		(10,694,748)
	$	20,945,736	$	22,673,139

Depreciation and amortization expense for investment properties amounted to $1,134,245 and $1,139,733 for the nine months ended September 30, 2023 and 2022, respectively.

INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE

9 Months Ended

Sep. 30, 2023

INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE

INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE

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

The investments in unconsolidated affiliates primarily consist of SHDEW (19.91)% and SHTX (23%). As of September 30, 2023, the investment amount in SHDEW was $12,341,018 and SHTX was $227,856.

OTHER INVESTMENTS, NET

9 Months Ended

Sep. 30, 2023

OTHER INVESTMENTS, NET

OTHER INVESTMENTS, NET

NOTE 10 – OTHER INVESTMENTS, NET

GOODWILL

9 Months Ended

Sep. 30, 2023

GOODWILL

GOODWILL

NOTE 11 – GOODWILL

PROMISSORY NOTES PAYABLE

9 Months Ended

Sep. 30, 2023

PROMISSORY NOTES PAYABLE

PROMISSORY NOTES PAYABLE

NOTE 12 – PROMISSORY NOTES PAYABLE

For the nine months ended September 30, 2023, the interest expense related to these promissory notes was $NIL.

AMOUNTS DUE TO DIRECTORS

9 Months Ended

Sep. 30, 2023

Directors

AMOUNTS DUE TO DIRECTORS

AMOUNTS DUE TO DIRECTORS

NOTE 13 – AMOUNTS DUE TO DIRECTORS


	September 30,		December 31,
	2023		2022
Lin Chi-Jung	$	508,207	$	459,299
Lin Hsin-Hung		20,187		20,811
	$	528,394	$	480,109

(a)	The balance due to Lin Chi-Jung consists of temporary advances.

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

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

OTHER PAYABLES AND ACCRUED EXPENSES

9 Months Ended

Sep. 30, 2023

OTHER PAYABLES AND ACCRUED EXPENSES

OTHER PAYABLES AND ACCRUED EXPENSES

NOTE 14 – OTHER PAYABLES AND ACCRUED EXPENSES


	September 30,		December 31,
	2023		2022
Accrued staff commission and bonus	$	103,424	$	185,124
Rental deposits received		176,574		164,566
Bid bond		61,229		90,457
Dividends payable to non-controlling interest		187,407		193,198
Other payables		6,744,670		6,954,170
	$	7,273,304	$	7,587,515

ACCOUNTS PAYABLE

9 Months Ended

Sep. 30, 2023

ACCOUNTS PAYABLE

ACCOUNTS PAYABLE

NOTE 15 – ACCOUNT PAYABLE

AMOUNT DUE TO AFFILIATES	9 Months Ended
AMOUNT DUE TO AFFILIATES	Sep. 30, 2023
Due To Affiliate
AMOUNT DUE TO AFFILIATES
AMOUNT DUE TO AFFILIATES	NOTE 16 – AMOUNT DUE TO AFFILIATES As of September 30, 2023, the amount due to Shanghai Shengji (“SHSJ”), a shareholder of HATX, was $49,788,345. The amount due to JXSY was $493,252, which was an intercompany transfer for day-to-day operations.

CUSTOMER DEPOSITS

9 Months Ended

Sep. 30, 2023

CUSTOMER DEPOSITS

CUSTOMER DEPOSITS

NOTE 17 – CUSTOMER DEPOSITS

INCOME TAX PAYABLE

9 Months Ended

Sep. 30, 2023

INCOME TAX PAYABLE

INCOME TAX PAYABLE

NOTE 18 – INCOME TAX PAYABLE

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 19 – COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

As of September 30, 2023, the Company had the following operating lease obligations.


	Amount
Within one year	$	54,087
Two to five years		—
	$	54,087

STATUTORY RESERVE

9 Months Ended

Sep. 30, 2023

STATUTORY RESERVE

STATUTORY RESERVE

NOTE 20 – STATUTORY RESERVE

SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2023

SEGMENT INFORMATION

SEGMENT INFORMATION

NOTE 21 - SEGMENT INFORMATION


	Three Months Ended September 30, 2023
	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
Net revenues	$	79,886	$	5,316,998	$	—	$	—	$	5,396,884
Cost of revenues		(233,735)		(4,421,668)		—		—		(4,655,403)
Gross profit		(153,849)		895,330		—		—		741,481

Operating expenses		(127,621)		(383,118)		—		—		(510,739)
General and administrative expenses		(201,502)		(506,108)		—		(5,834)		(713,444)
Operating loss		(482,972)		6,104		—		(5,834)		(482,702)

Other income (expenses)
Interest income		76,150		161,090		—		1,516		238,756
Interest expense		(241,926)		(102,896)		—		—		(344,822)
Other income, Net		(183,425)		(7,820)		(225,100)		—		(416,345)
Total other (expenses) income		(349,201)		50,374		(225,100)		1,516		(522,411)

Income (loss) before income taxes		(832,173)		56,478		(225,100)		(4,318)		(1,005,113)
Income tax		(178,281)		—		—		—		(178,281)
Net Income(loss)	$	(1,010,454)	$	56,478	$	(225,100)	$	(4,318)	$	(1,183,394)


	Nine Months Ended September 30, 2023
	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
Net revenues	$	281,895	$	17,891,655	$	—	$	—	$	18,173,550
Cost of revenues		(681,416)		(15,110,922)		—		—		(15,792,338)
Gross profit		(399,520)		2,780,732		—		—		2,381,212

Operating expenses		(214,049)		(1,237,289)		—		—		(1,451,338)
General and administrative expenses		(777,135)		(974,675)		—		(502,226)		(2,254,036)
Operating loss		(1,390,704)		568,768		—		(502,226)		(1,324,162)

Other income (expenses)
Interest income		30,557		461,424		—		242,195		734,176
Interest expense		315,464		(315,464)		—		(1,708,866)		(1,708,866)
Other income, Net		(47,671)		(10,733)		26,855		—		(31,549)
Total other (expenses) income		298,350		135,227		26,855		(1,466,671)		(1,006,239)

Income (loss) before income taxes		(1,092,354)		703,995		26,855		(1,968,897)		(2,330,401)
Income tax		(539,596)		—		—		—		(539,596)
Net Income(loss)	$	(1,631,950)	$	703,995	$	26,855	$	(1,968,897)	$	(2,869,997)


	Three Months Ended September 30, 2022
	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
Net revenues	$	299,689	$	22,044,000	$	—	$	—	$	22,343,689
Cost of revenues		(235,981)		(19,067,787)		—		—		(19,303,768)
Gross profit		63,708		2,976,213		—		—		3,039,921

Operating expenses		(216,804)		(316,631)		—		—		(533,435)
General and administrative expenses		(422,388)		(361,827)		—		(5,834)		(790,049)
Operating loss		(575,484)		2,297,755		—		(5,834)		1,716,437

Other income (expenses)
Interest income		(7,890)		104,533		—		1,516		98,159
Interest expense		281,464		(535,376)		—		—		(253,912)
Other income, Net		69,323		572		(1,266,068)		—		(1,196,173)
Total other (expenses) income		342,897		(430,271)		(1,266,068)		1,516		(1,351,926)

Income (loss) before income taxes		(232,587)		1,867,484		(1,266,068)		(4,318)		364,511
Income tax		(722,928)		—		—		—		(722,928)
Net Income(loss)	$	(955,515)	$	1,867,484	$	(1,266,068)	$	(4,318)	$	(358,417)


	Nine Months Ended September 30, 2022
	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
Net revenues	$	501,953	$	68,605,796	$	—	$	—	$	69,107,749
Cost of revenues		(756,178)		(60,077,817)		—		—		(60,833,995)
Gross profit		(254,225)		8,527,979		—		—		8,273,754

Operating expenses		(643,371)		(861,006)		—		—		(1,504,377)
General and administrative expenses		(940,200)		(1,255,794)		—		(417,224)		(2,613,218)
Operating loss		(1,837,796)		6,411,179		—		(417,224)		4,156,159

Other income (expenses)
Interest income		8,210		565,472		—		610		574,292
Interest expense		1,631,786		(4,230,570)		—		—		(2,598,784)
Other income, Net		(3,202,019)		(54,007)		371,263		(100,000)		(2,984,763)
Total other (expenses) income		(1,562,023)		(3,719,105)		371,263		(99,390)		(5,009,255)

Income (loss) before income taxes		(3,399,820)		2,692,074		371,263		(516,614)		(853,096)
Income tax		(2,081,832)		—		—		—		(2,081,832)
Net Income (loss)	$	(5,481,652)	$	2,692,669	$	371,263	$	(516,614)	$	(2,934,928)


	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
As of September 30, 2023
Real estate property under development	$	—		115,543,857		—		—		115,543,857
Total assets		16,069,347	$	138,803,602	$	20,899,590	$	74,747,870	$	250,520,409

As of September 30, 2022
Real estate property under development		—		—		—		—		—
Total assets	$	—	$	121,416,669	$	—	$	—	$	121,416,669

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 22 – RELATED PARTY TRANSACTIONS

We rented an office about 71sqm in Pudong, Shanghai from SHDEW, our related party for $3,709 per month for one year period.

SUBSEQUENT EVENT

9 Months Ended

Sep. 30, 2023

SUBSEQUENT EVENT

SUBSEQUENT EVENT

NOTE 23 - SUBSEQUENT EVENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting and Principles of Consolidation	Basis of Accounting and Principles of Consolidation The condensed consolidated financial statements include the financial statements of Sunrise Real Estate Group, Inc. and its subsidiaries. All significant inter-company accounts and transactions have been eliminated on consolidation. Investments in business entities, in which the Company does not have control but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method.
Foreign Currency Translation and Transactions	Foreign Currency Translation and Transactions The functional currency of SRRE, CY-SRRE and LRY is U.S. dollars (“$”) and their financial records and financial statements are maintained and prepared in U.S. dollars. The functional currency of the Company’s subsidiaries and affiliates in China is Renminbi (“RMB”) and their financial records and statements are maintained and prepared in RMB. Foreign currency transactions during the period are translated into each company’s denominated currency at the exchange rates ruling at the transaction dates. Gains and losses resulting from foreign currency transactions are included in the consolidated statement of operations. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into each company’s denominated currency at period-end exchange rates. All exchange differences are dealt with in the consolidated statements of operations. The financial statements of the Company’s operations based outside of the United States have been translated into U.S. dollars in accordance with ASC830. Management has determined that the functional currency for each of the Company’s foreign operations is its applicable local currency. When translating functional currency financial statements into U.S. dollars, period-end exchange rates are applied to the condensed consolidated balance sheets, while average exchange rates as to revenues and expenses are applied to consolidated statements of operations. The effect of foreign currency translation adjustments is included as a component of accumulated other comprehensive income in shareholders’ equity. The exchange rates as of September 30, 2023 and December 31, 2022 are $1: RMB7.1798 and $1: RMB6.9646, respectively. The RMB is not freely convertible into foreign currency and all foreign exchange transaction must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rate used in translation.
Real Estate Property under Development	Real Estate Property under Development Real estate property under development, which consists of residential unit sites and commercial and residential unit sites under development, is stated at the lower of carrying amounts or fair value less selling costs. Expenditures for land development, including cost of land use rights, deed tax, pre-development costs and engineering costs, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value of units to the estimated total sales value times the total project costs. Costs of amenities transferred to buyers are allocated as common costs of the project that are allocated to specific units as a component of total construction costs. For amenities retained by the Company, costs in excess of the related fair value of the amenity are also treated as common costs. Results of operations of amenities retained by the Company are included in current operating results. In accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), real estate property under development is subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets. In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 square meters for the purpose of developing villa-style residential housing. The LYSY project has divided into three phases at this moment. Phase 1 has completed construction of 121 units in May 2015 and sold 119 units out of all 121 units at the end of October 2022. Phase 2 was divided into north and south area and completed construction of 84 units at the end of 2020. All units have been sold during phase 2. Phase 3 began construction in the first quarter of 2021 and pre-sold 21 units out of 51 units as of October 31, 2023. In September 2020, the Company expanded the Linyi project by purchasing an additional 54,312 square meters for 228 million RMB for future development. In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters (“sqm”). In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of October 31, 2023, the Company sold 665 out of 679 units of the first phase and sold 457 units, respectively, out of 873 of the second phase.
Long Term Investments	Long Term Investments The Company accounts for long term investments in equities as follows: Investment in Unconsolidated Affiliates Affiliates are entities over which the Company has significant influence, but which it does not control. The Company generally considers an ownership interest of 20% or higher to represent significant influence. Investments in unconsolidated affiliates are accounted for by the equity method of accounting. Under this method, the Company’s share of the post-acquisition profits or losses of affiliates is recognized in the income statement and its shares of post-acquisition movements in other comprehensive income are recognized in other comprehensive income. Unrealized gains on transactions between the Company and its affiliates are eliminated to the extent of the Company’s interest in the affiliates; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. When the Company’s share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company does not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate. The Company is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. An impairment loss is recorded when there has been a loss in the value of the investment that is not temporary. The Company did not record any impairment losses in any of the periods reported. Other Investments Where the Company has no significant influence, the investment is classified as other assets in the balance sheet and is carried under the measurement alternative which is measured at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. Investment income is recognized by the Company when the investee declares a dividend and the Company believes it is collectible. The Company periodically evaluates the carrying value of its investment under the measurement alternative method in the case of the investment in SHDEW and any decline in value is included in impairment of cost of the investment.
Revenue Recognition	Revenue Recognition Most of the Company’s revenue is derived from real estate sales in the PRC. The majority of the Company’s contracts contain a single performance obligation involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset. All revenues represent gross revenues less sales and business tax. ASC 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASC 606 also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, ASC 606 requires extensive disclosures. The Company adopted ASC 606 on January 1, 2018 using the modified retrospective approach with no restatement of comparative periods and no cumulative-effect adjustment to retained earnings recognized as of the date of adoption. A significant portion of the Company’s revenue is derived from development and sales of condominium real estate property in the PRC, with revenue previously recognized using the percentage of completion method. Under the new standard, to recognize revenue over time similar to the percentage of completion method, contractual provisions need to provide the Company with an enforceable right to payment and the Company has no alternative use of the asset. Historically, all contracts executed contained an enforceable right to home purchase payments and the Company had no alternative use of assets, therefore, the adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.
Net Earnings (Loss) per Common Share	Net Earnings (Loss) per Common Share The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). Under the provisions of ASC 260, basic net earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net earnings (loss) per share recognizes common stock equivalents, however, potential common stock in the diluted EPS computation is excluded in net loss periods, as their effect is anti-dilutive.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02 which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASU 2016-02 in the first quarter of 2022 using the effective date approach to recognize and measure leases as of the adoption date. The Company has elected to utilize the available practical expedient to not separate lease components from non-lease components as well as the package of practical expedients that allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. At the date of adoption on January 1, 2022, this guidance had no impact to the Company’s condensed consolidated financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, this ASU modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this ASU are effective for the public companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard on January 1, 2022, which had no material impact to the Company’s condensed consolidated financial statements.
New Accounting Pronouncements	New Accounting Pronouncements Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss new accounting pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

ORGANIZATION AND DESCRIPTION OF BUSINESS (Tables)

9 Months Ended

Sep. 30, 2023

ORGANIZATION AND DESCRIPTION OF BUSINESS

Schedule of major subsidiaries and equity investments


			% of Ownership	Relationship
	Date of	Place of	held by the	with the
Company Name	Incorporation	Incorporation	Company	Company	Principal Activity
Sunrise Real Estate Development Group, Inc. (CY-SRRE)	April 30, 2004	Cayman Islands	100%	Subsidiary	Investment holding
Lin Ray Yang Enterprise Limited (“LRY”)	November 13, 2003	British Virgin Islands	100%	Subsidiary	Investment holding
Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”)	August 20, 2001	PRC	100%	Subsidiary	Property brokerage services
Shanghai Shang Yang Investment Management and consultation Company Limited (“SHSY”)	February 5, 2004	PRC	100%	Subsidiary	Property brokerage services
Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”)	November 24, 2006	PRC	75.25%¹	Subsidiary	Property brokerage and management services
Suzhou Xi Ji Yang Real Estate Consultation Company Limited (“SZXJY”)	June 25, 2004	PRC	75%	Subsidiary	Property brokerage services
Linyi Shangyang Real Estate Development Company Limited (“LYSY”)	October 13, 2011	PRC	34%²	Subsidiary	Real estate development
Sanya Shang Yang Real Estate Consultation Company Limited (“SYSY”)	September 18, 2008	PRC	100%	Subsidiary	Property brokerage services
Shanghai Rui Jian Design Company Limited (“SHRJ”)	August 15, 2011	PRC	100%	Subsidiary	Property brokerage services
Linyi Rui Lin Construction and Design Company Limited (“LYRL”)	March 6, 2012	PRC	100%	Subsidiary	Investment holding
Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”)	December 28, 2009	PRC	49%	Equity investment	Real estate development
Zhong Ji Pu Fa Real Estate Company Limited (SHGXL)	March 12, 2012	PRC	100%	Equity investment	real estate development
Shanghai Da Er Wei Trading Company Limited (“SHDEW”)	June 6, 2013	PRC	19.91%³	Equity investment	Import and export trading
Shanghai Hui Tian (“SHHT”)	July 25, 2014	PRC	100%	Subsidiary	Investment holding
Huaian Zhanbao Industrial Co., Ltd. (“HAZB”)	December 6, 2018	PRC	78.46%⁴	Subsidiary	Investment holding
Huaian Tianxi Real Estate Development Co., Ltd (“HATX”)	October, 2018	PRC	78.46%⁴	Subsidiary	Investment holding
Shanghai Taobuting Media Co., Ltd. (“TBT”)	July 1, 2020	PRC	7.5%	Subsidiary	Streaming platform
Shangyang International Pte. Ltd	August 19, 2022	SINGAPORE	100%	Subsidiary	Investment holding

3	In December 2019, SHDEW issued shares to its employees pursuant to an employee stock bonus. This issuance resulted in the dilution of our ownership of SHDEW from 20.38% to 19.91%.

4	We established HAZB for the purpose of for real estate development in Huai’an through HATX of which we have 78.46% ownership.

OTHER RECEIVABLES AND DEPOSITS, NET (Tables)

9 Months Ended

Sep. 30, 2023

OTHER RECEIVABLES AND DEPOSITS, NET

Schedule of other receivables and deposit


	September 30,		December 31,
	2023		2022
Advances to staff	$	52,195		372,262
Rental deposits		709,626		735,860
Prepaid expense		22,603		28,153
Prepaid tax		7,143,966		7,783,185
Other receivables		3,128,466		1,859,000
	$	11,056,855	$	10,733,460

PROPERTY AND EQUIPMENT, NET (Tables)

9 Months Ended

Sep. 30, 2023

PROPERTY AND EQUIPMENT, NET

Schedule of property and equipment, net


	September 30,		December 31,
	2023		2022
Furniture and fixtures	$	256,965	$	233,960
Computer and office equipment		186,886		135,163
Motor vehicles		600,767		747,185
Properties		2,107,227		2,172,338
		3,151,845		3,278,646
Less: Accumulated depreciation		(2,380,405)		(2,277,569)
	$	771,440	$	1,001,077

INVESTMENT PROPERTIES, NET (Tables)

9 Months Ended

Sep. 30, 2023

INVESTMENT PROPERTIES, NET

Schedule of investment properties, net


	September 30,		December 31,
	2023		2022
Investment properties	$	32,367,752	$	33,367,887
Less: Accumulated depreciation		(11,422,016)		(10,694,748)
	$	20,945,736	$	22,673,139

AMOUNTS DUE TO DIRECTORS (Tables)

9 Months Ended

Sep. 30, 2023

AMOUNTS DUE TO DIRECTORS

Schedule of amounts due to directors


	September 30,		December 31,
	2023		2022
Lin Chi-Jung	$	508,207	$	459,299
Lin Hsin-Hung		20,187		20,811
	$	528,394	$	480,109

(a)	The balance due to Lin Chi-Jung consists of temporary advances.

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

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

OTHER PAYABLES AND ACCRUED EXPENSES (Tables)

9 Months Ended

Sep. 30, 2023

OTHER PAYABLES AND ACCRUED EXPENSES

Schedule of other payables and accrued expenses


	September 30,		December 31,
	2023		2022
Accrued staff commission and bonus	$	103,424	$	185,124
Rental deposits received		176,574		164,566
Bid bond		61,229		90,457
Dividends payable to non-controlling interest		187,407		193,198
Other payables		6,744,670		6,954,170
	$	7,273,304	$	7,587,515

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2023

COMMITMENTS AND CONTINGENCIES

Schedule of operating lease obligations maturity


	Amount
Within one year	$	54,087
Two to five years		—
	$	54,087

SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2023

SEGMENT INFORMATION

Schedule of the company's operating segments


	Three Months Ended September 30, 2023
	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
Net revenues	$	79,886	$	5,316,998	$	—	$	—	$	5,396,884
Cost of revenues		(233,735)		(4,421,668)		—		—		(4,655,403)
Gross profit		(153,849)		895,330		—		—		741,481

Operating expenses		(127,621)		(383,118)		—		—		(510,739)
General and administrative expenses		(201,502)		(506,108)		—		(5,834)		(713,444)
Operating loss		(482,972)		6,104		—		(5,834)		(482,702)

Other income (expenses)
Interest income		76,150		161,090		—		1,516		238,756
Interest expense		(241,926)		(102,896)		—		—		(344,822)
Other income, Net		(183,425)		(7,820)		(225,100)		—		(416,345)
Total other (expenses) income		(349,201)		50,374		(225,100)		1,516		(522,411)

Income (loss) before income taxes		(832,173)		56,478		(225,100)		(4,318)		(1,005,113)
Income tax		(178,281)		—		—		—		(178,281)
Net Income(loss)	$	(1,010,454)	$	56,478	$	(225,100)	$	(4,318)	$	(1,183,394)


	Nine Months Ended September 30, 2023
	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
Net revenues	$	281,895	$	17,891,655	$	—	$	—	$	18,173,550
Cost of revenues		(681,416)		(15,110,922)		—		—		(15,792,338)
Gross profit		(399,520)		2,780,732		—		—		2,381,212

Operating expenses		(214,049)		(1,237,289)		—		—		(1,451,338)
General and administrative expenses		(777,135)		(974,675)		—		(502,226)		(2,254,036)
Operating loss		(1,390,704)		568,768		—		(502,226)		(1,324,162)

Other income (expenses)
Interest income		30,557		461,424		—		242,195		734,176
Interest expense		315,464		(315,464)		—		(1,708,866)		(1,708,866)
Other income, Net		(47,671)		(10,733)		26,855		—		(31,549)
Total other (expenses) income		298,350		135,227		26,855		(1,466,671)		(1,006,239)

Income (loss) before income taxes		(1,092,354)		703,995		26,855		(1,968,897)		(2,330,401)
Income tax		(539,596)		—		—		—		(539,596)
Net Income(loss)	$	(1,631,950)	$	703,995	$	26,855	$	(1,968,897)	$	(2,869,997)


	Three Months Ended September 30, 2022
	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
Net revenues	$	299,689	$	22,044,000	$	—	$	—	$	22,343,689
Cost of revenues		(235,981)		(19,067,787)		—		—		(19,303,768)
Gross profit		63,708		2,976,213		—		—		3,039,921

Operating expenses		(216,804)		(316,631)		—		—		(533,435)
General and administrative expenses		(422,388)		(361,827)		—		(5,834)		(790,049)
Operating loss		(575,484)		2,297,755		—		(5,834)		1,716,437

Other income (expenses)
Interest income		(7,890)		104,533		—		1,516		98,159
Interest expense		281,464		(535,376)		—		—		(253,912)
Other income, Net		69,323		572		(1,266,068)		—		(1,196,173)
Total other (expenses) income		342,897		(430,271)		(1,266,068)		1,516		(1,351,926)

Income (loss) before income taxes		(232,587)		1,867,484		(1,266,068)		(4,318)		364,511
Income tax		(722,928)		—		—		—		(722,928)
Net Income(loss)	$	(955,515)	$	1,867,484	$	(1,266,068)	$	(4,318)	$	(358,417)


	Nine Months Ended September 30, 2022
	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
Net revenues	$	501,953	$	68,605,796	$	—	$	—	$	69,107,749
Cost of revenues		(756,178)		(60,077,817)		—		—		(60,833,995)
Gross profit		(254,225)		8,527,979		—		—		8,273,754

Operating expenses		(643,371)		(861,006)		—		—		(1,504,377)
General and administrative expenses		(940,200)		(1,255,794)		—		(417,224)		(2,613,218)
Operating loss		(1,837,796)		6,411,179		—		(417,224)		4,156,159

Other income (expenses)
Interest income		8,210		565,472		—		610		574,292
Interest expense		1,631,786		(4,230,570)		—		—		(2,598,784)
Other income, Net		(3,202,019)		(54,007)		371,263		(100,000)		(2,984,763)
Total other (expenses) income		(1,562,023)		(3,719,105)		371,263		(99,390)		(5,009,255)

Income (loss) before income taxes		(3,399,820)		2,692,074		371,263		(516,614)		(853,096)
Income tax		(2,081,832)		—		—		—		(2,081,832)
Net Income (loss)	$	(5,481,652)	$	2,692,669	$	371,263	$	(516,614)	$	(2,934,928)


	Property
	Brokerage		Real Estate		Investment
	Services		Development		Transaction		Others		Total
As of September 30, 2023
Real estate property under development	$	—		115,543,857		—		—		115,543,857
Total assets		16,069,347	$	138,803,602	$	20,899,590	$	74,747,870	$	250,520,409

As of September 30, 2022
Real estate property under development		—		—		—		—		—
Total assets	$	—	$	121,416,669	$	—	$	—	$	121,416,669

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)	9 Months Ended
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)	Sep. 30, 2023	May 27, 2020	Dec. 31, 2019	Nov. 30, 2019	Oct. 31, 2011
Wuhan Yuan Yu Long Real Estate Development Company Limited ("WHYYL")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Equity investment, Date of Incorporation	Dec. 28, 2009
Equity investment, Place of Incorporation	PRC
Equity investment, % of Ownership held by the Company	49.00%
Equity investment, Principal Activity	Real estate development
Shanghai Da Er Wei Trading Company Limited ("SHDEW")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Equity investment, Date of Incorporation	Jun. 06, 2013
Equity investment, Place of Incorporation	PRC
Equity investment, % of Ownership held by the Company	19.91%		19.91%	20.38%
Equity investment, Principal Activity	Import and export trading
Zhong Ji Pu Fa Real Estate Company Limited (SHGXL)
ORGANIZATION AND DESCRIPTION OF BUSINESS
Equity investment, Date of Incorporation	Mar. 12, 2012
Equity investment, Place of Incorporation	PRC
Equity investment, % of Ownership held by the Company	100.00%
Equity investment, Principal Activity	real estate development
Sunrise Real Estate Development Group, Inc. (CY-SRRE)
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Apr. 30, 2004
Subsidiaries, Place of Incorporation	Cayman Islands
Subsidiaries, percentage of Ownership held by the Company	100.00%
Subsidiaries, Principal Activity	Investment holding
Lin Ray Yang Enterprise Limited ("LRY")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Nov. 13, 2003
Subsidiaries, Place of Incorporation	British Virgin Islands
Subsidiaries, percentage of Ownership held by the Company	100.00%
Subsidiaries, Principal Activity	Investment holding
Shangyang International Pte.Ltd ("SYSG")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Aug. 19, 2022
Subsidiaries, Place of Incorporation	SINGAPORE
Subsidiaries, percentage of Ownership held by the Company	100.00%
Subsidiaries, Principal Activity	Investment holding
Shanghai Xin Ji Yang Real Estate Consultation Company Limited ("SHXJY")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Aug. 20, 2001
Subsidiaries, Place of Incorporation	PRC
Subsidiaries, percentage of Ownership held by the Company	100.00%
Subsidiaries, Principal Activity	Property brokerage services
Shanghai Shang Yang Real Estate consultation Company Limited ("SHSY")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Feb. 05, 2004
Subsidiaries, Place of Incorporation	PRC
Subsidiaries, percentage of Ownership held by the Company	100.00%
Subsidiaries, Principal Activity	Property brokerage services
Suzhou Shang Yang Real Estate Consultation Company Limited ("SZSY")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Nov. 24, 2006
Subsidiaries, Place of Incorporation	PRC
Subsidiaries, percentage of Ownership held by the Company	75.25%
Subsidiaries, Principal Activity	Property brokerage and management services
Suzhou Xi Ji Yang Real Estate Consultation Company Limited ("SZXJY")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Jun. 25, 2004
Subsidiaries, Place of Incorporation	PRC
Subsidiaries, percentage of Ownership held by the Company	75.00%
Subsidiaries, Principal Activity	Property brokerage services
Linyi Shangyang Real Estate Development Company Limited ("LYSY")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Oct. 13, 2011
Subsidiaries, percentage of Ownership held by the Company	34.00%	34.00%			34.00%
Equity investment, Place of Incorporation	PRC
Equity investment, Principal Activity	Real estate development
Sanya Shang Yang Real Estate Consultation Company Limited ("SYSY")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Sep. 18, 2008
Subsidiaries, Place of Incorporation	PRC
Subsidiaries, percentage of Ownership held by the Company	100.00%
Subsidiaries, Principal Activity	Property brokerage services
Shanghai Rui Jian Design Company Limited ("SHRJ")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Aug. 15, 2011
Subsidiaries, Place of Incorporation	PRC
Subsidiaries, percentage of Ownership held by the Company	100.00%
Subsidiaries, Principal Activity	Property brokerage services
Linyi Rui Lin Construction and Design Company Limited ("LYRL")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Mar. 06, 2012
Subsidiaries, Place of Incorporation	PRC
Subsidiaries, percentage of Ownership held by the Company	100.00%
Subsidiaries, Principal Activity	Investment holding
Shanghai Da Er Wei Trading Company Limited ("SHDEW")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, percentage of Ownership held by the Company	19.91%
Shanghai Hui Tian ("SHHT")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Jul. 25, 2014
Subsidiaries, Place of Incorporation	PRC
Subsidiaries, percentage of Ownership held by the Company	100.00%
Subsidiaries, Principal Activity	Investment holding
Shanghai Taobuting MediaCo., Ltd. ("TBT")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Jul. 01, 2020
Subsidiaries, Place of Incorporation	PRC
Subsidiaries, percentage of Ownership held by the Company	7.50%
Subsidiaries, Principal Activity	Streaming platform
Huaian Zhanbao Industrial Co., Ltd. ("HAZB")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Dec. 06, 2018
Subsidiaries, Place of Incorporation	PRC
Subsidiaries, percentage of Ownership held by the Company	78.46%
Equity investment, Principal Activity	Investment holding
Huaian Tianxi Real Estate Development Co., Ltd ("HATX")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, Date of Incorporation	Oct. 31, 2018
Subsidiaries, Place of Incorporation	PRC
Subsidiaries, percentage of Ownership held by the Company	78.46%
Subsidiaries, Principal Activity	Investment holding

ORGANIZATION AND DESCRIPTION OF BUSINESS - Additional Information (Details)		9 Months Ended
	May 27, 2020	Sep. 30, 2023	Dec. 31, 2019	Nov. 30, 2019	Oct. 31, 2011
Shanghai Da Er Wei Trading Company Limited ("SHDEW")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Percentage of ownership held by the company		19.91%	19.91%	20.38%
Linyi Shangyang Real Estate Development Company Limited ("LYSY")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Percentage of equity interest in subsidiary transferred to parent		80.00%
Owners non controlling interest, ownership percentage		46.00%
Subsidiaries, percentage of Ownership held by the Company	34.00%	34.00%			34.00%
Linyi Shangyang Real Estate Development Company Limited ("LYSY") \| Nanjing Longchang Real Estate Development Group
ORGANIZATION AND DESCRIPTION OF BUSINESS
Percentage of issued and outstanding shares received	10.00%
Linyi Rui Lin Construction and Design Company Limited ("LYRL")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Subsidiaries, percentage of Ownership held by the Company		100.00%
Suzhou Shang Yang Real Estate Consultation Company Limited ("SZSY")
ORGANIZATION AND DESCRIPTION OF BUSINESS
Owners non controlling interest, ownership percentage		12.50%
Subsidiaries, percentage of Ownership held by the Company		75.25%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)		1 Months Ended				3 Months Ended		9 Months Ended	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Oct. 31, 2023 item	Oct. 31, 2023 item	Oct. 31, 2022 item	Sep. 30, 2020 CNY (¥) m²	May 31, 2015 item	Mar. 31, 2021 item	Mar. 31, 2012 m² item	Sep. 30, 2023 USD ($)	Dec. 31, 2020 m² item	Dec. 31, 2019 m² item	Sep. 30, 2023 CNY (¥)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 CNY (¥)	May 27, 2020	Mar. 31, 2019	Dec. 31, 2018	Oct. 31, 2018 m²	Oct. 31, 2011
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Foreign currency exchange rate translation								$ 1			¥ 7.1798	$ 1	¥ 6.9646
Significant influence ownership interest (as of percentage)								20.00%
Linyi Project \| Phase 3 \| Subsequent event
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of Units Pre Sold	21
Linyi Shangyang Real Estate Development Company Limited ("LYSY")
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Subsidiaries, percentage of Ownership held by the Company								34.00%			34.00%			34.00%				34.00%
Linyi Shangyang Real Estate Development Company Limited ("LYSY") \| Linyi Project
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Property land acquired or purchased (Square meters) \| m²				54,312			103,385
Number of Phases							3
Amount paid for purchasing additional land property \| ¥				¥ 228,000,000
Linyi Shangyang Real Estate Development Company Limited ("LYSY") \| Linyi Project \| Phase 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Construction completed (Units)					121
Number of units sold			119
Linyi Shangyang Real Estate Development Company Limited ("LYSY") \| Linyi Project \| Phase 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Construction completed (Units)									84
Number of units sold									84
Linyi Shangyang Real Estate Development Company Limited ("LYSY") \| Linyi Project \| Phase 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of units						51
Linyi Shangyang Real Estate Development Company Limited ("LYSY") \| Linyi Project \| Phase 3 \| Subsequent event
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of Units Pre Sold		21
Shanghai Da Er Wei Trading Company Limited ("SHDEW")
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Subsidiaries, percentage of Ownership held by the Company								19.91%			19.91%
HAZB \| Huai'an Project
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Subsidiaries, percentage of Ownership held by the Company															100.00%	78.46%
HAZB \| Huai'an Project \| Phase 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Property land acquired or purchased (Square meters) \| m²										82,218
Number of units										679
HAZB \| Huai'an Project \| Phase 1 \| Subsequent event
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of units sold	665
HAZB \| Huai'an Project \| Phase 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Property land acquired or purchased (Square meters) \| m²									99,123
Number of units									873
HAZB \| Huai'an Project \| Phase 2 \| Subsequent event
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of units sold	457
HATX \| Huai'an Project
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Property land acquired or purchased (Square meters) \| m²																	78,030

RESTRICTED CASH (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
RESTRICTED CASH
Restricted cash deposits	$ 37,442,318	$ 43,869,156

TRANSACTIONAL FINANCIAL ASSETS (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Transactional Financial Assets
Transactional financial assets (Note 4)	$ 7,897,585	$ 10,960,511
Bank wealth management investment products
Transactional Financial Assets
Transactional financial assets (Note 4)	$ 7,897,585
Minimum
Transactional Financial Assets
Investment holdings, annualized rate of return	2.08%
Maximum
Transactional Financial Assets
Investment holdings, annualized rate of return	2.70%

REAL ESTATE PROPERTY UNDER DEVELOPMENT (Details)		1 Months Ended	3 Months Ended	12 Months Ended
REAL ESTATE PROPERTY UNDER DEVELOPMENT (Details)	Oct. 31, 2023 item	May 31, 2015 item	Mar. 31, 2021 item	Dec. 31, 2020 m² item	Dec. 31, 2019 m² item	Sep. 30, 2023 USD ($) m²	Mar. 31, 2019	Dec. 31, 2018	Oct. 31, 2018 m²
Linyi Project
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Site area \| m²						103,385
Linyi Project \| Phase 1
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Total number of villas		121
Linyi Project \| Phase 1 \| Subsequent event
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Number of villas sold	119
Linyi Project \| Phase 2
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Total number of villas				84
Linyi Project \| Phase 2 \| Subsequent event
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Total number of villas	84
Linyi Project \| Phase 3
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Total number of villas			51
Linyi Project \| Phase 3 \| Subsequent event
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Number of units pre sold	21
Huai'an Project \| HAZB
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Noncontrolling interest, ownership percentage by parent							100.00%	78.46%
Huai'an Project \| HATX
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Property land acquired or purchased (Square meters) \| m²									78,030
Huai'an Project \| Phase 1 \| HAZB
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Number of units					679
Property land acquired or purchased (Square meters) \| m²					82,218
Huai'an Project \| Phase 1 \| HAZB \| Subsequent event
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Number of units sold	665
Huai'an Project \| Phase 2 \| HAZB
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Number of units				873
Property land acquired or purchased (Square meters) \| m²				99,123
Huai'an Project \| Phase 2 \| HAZB \| Subsequent event
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Number of units sold	457
Land use rights
REAL ESTATE PROPERTY UNDER DEVELOPMENT
Real estate property under development totaled \| $						$ 115,543,857

OTHER RECEIVABLES AND DEPOSITS, NET (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
OTHER RECEIVABLES AND DEPOSITS, NET
Advances to staff	$ 3,128,466	$ 1,859,000
Rental deposits	709,626	735,860
Prepaid expense	22,603	28,153
Prepaid tax	7,143,966	7,783,185
Other receivables and deposit, net	11,056,855	10,733,460
Allowance for doubtful other receivables and deposits	1,174,985	1,233,079
Employees [Member]
OTHER RECEIVABLES AND DEPOSITS, NET
Advances to staff	$ 52,195	$ 372,262

PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	$ 3,151,845	$ 3,278,646
Less: Accumulated depreciation	(2,380,405)	(2,277,569)
Property and equipment, net	771,440	1,001,077
Furniture and fixtures
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	256,965	233,960
Computer and office equipment
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	186,886	135,163
Motor vehicles
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	600,767	747,185
Properties
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	$ 2,107,227	$ 2,172,338

PROPERTY AND EQUIPMENT, NET - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
PROPERTY AND EQUIPMENT, NET
Depreciation and amortization expense	$ 1,305,903	$ 1,338,556
Property and Equipment
PROPERTY AND EQUIPMENT, NET
Depreciation and amortization expense	$ 73,826	$ 39,255

INVESTMENT PROPERTIES, NET (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
INVESTMENT PROPERTIES, NET
Investment properties	$ 32,367,752	$ 33,367,887
Less: Accumulated depreciation	(11,422,016)	(10,694,748)
Investment properties, net	$ 20,945,736	$ 22,673,139

INVESTMENT PROPERTIES, NET - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
INVESTMENT PROPERTIES, NET
Depreciation and amortization expense for investment properties	$ 1,134,245	$ 1,139,733

INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2019	Nov. 30, 2019
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE
Amount invested	$ 12,368,874	$ 12,751,061
Shanghai Da Er Wei Trading Company Limited ("SHDEW")
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE
Equity investment, % of Ownership held by the Company	19.91%		19.91%	20.38%
Amount invested	$ 12,341,018
SHTX
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE
Equity investment, % of Ownership held by the Company	23.00%
Amount invested	$ 227,856

OTHER INVESTMENTS, NET (Details) - USD ($)	9 Months Ended	12 Months Ended
OTHER INVESTMENTS, NET (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
OTHER INVESTMENTS, NET
Other investments	$ 633,131	$ 652,693
Impairment charges on other investments	0	0
ASU 2016-01
OTHER INVESTMENTS, NET
Other investments	$ 633,131	$ 652,693

GOODWILL (Details) ¥ in Thousands	Apr. 04, 2020 USD ($)	Apr. 04, 2020 CNY (¥)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
GOODWILL
Goodwill			$ 1,044,450	$ 1,243,194
Nanjing Longchang
GOODWILL
Business combination, step acquisition, equity interest in acquiree, percentage	10.00%	10.00%
Business combination, consideration transferred, other	$ 3,398,213	¥ 22,170

PROMISSORY NOTES PAYABLE (Details) - USD ($)	9 Months Ended
PROMISSORY NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
PROMISSORY NOTES PAYABLE
Interest expenses related to promissory notes	$ 0
Unsecured Notes Payable One
PROMISSORY NOTES PAYABLE
Outstanding principal and unpaid interest	1,392,796	$ 1,435,833
Unsecured Notes Payable Two
PROMISSORY NOTES PAYABLE
Outstanding principal and unpaid interest	696,398	$ 717,917
Principal amount	$ 696,398
Interest rate	0.00%

AMOUNTS DUE TO DIRECTORS (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
AMOUNTS DUE TO DIRECTORS
Amounts due to directors	$ 528,394	$ 480,109
Lin Chi-Jung
AMOUNTS DUE TO DIRECTORS
Amounts due to directors	508,207	459,299
Lin Hsin-Hung
AMOUNTS DUE TO DIRECTORS
Amounts due to directors	$ 20,187	$ 20,811

OTHER PAYABLES AND ACCRUED EXPENSES (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
OTHER PAYABLES AND ACCRUED EXPENSES
Accrued staff commission and bonus	$ 103,424	$ 185,124
Rental deposits received	176,574	164,566
Bid bond	61,229	90,457
Dividends payable to non-controlling interest	187,407	193,198
Other payables	6,744,670	6,954,170
Other payables	$ 7,273,304	$ 7,587,515

ACCOUNTS PAYABLE (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
ACCOUNTS PAYABLE
Accounts payable	$ 24,274,026	$ 22,372,938

AMOUNT DUE TO AFFILIATES (Details)	Sep. 30, 2023 USD ($)
JXSY
AMOUNT DUE TO AFFILIATES
Amount due to an affiliate	$ 493,252
SHSJ, a shareholder of HATX
AMOUNT DUE TO AFFILIATES
Amount due to an affiliate	$ 49,788,345

CUSTOMER DEPOSITS (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
CUSTOMER DEPOSITS
Customer deposits (Note 17)	$ 27,199,652	$ 34,742,361
Linyi project
CUSTOMER DEPOSITS
Customer deposits (Note 17)	$ 27,199,652	$ 34,742,361

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
COMMITMENTS AND CONTINGENCIES
Rental expenses under operating leases	$ 57,782	$ 147,842

COMMITMENTS AND CONTINGENCIES - Schedule of operating lease obligations (Details)	Sep. 30, 2023 USD ($)
COMMITMENTS AND CONTINGENCIES
Within one year	$ 54,087
Two to five years	0
Operating lease obligations	$ 54,087

STATUTORY RESERVE (Details) - USD ($)	9 Months Ended
STATUTORY RESERVE (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
STATUTORY RESERVE
Statutory reserve	$ 3,986,618	$ 3,986,618
PRC corporate
STATUTORY RESERVE
Minimum percentage of profits after tax to be transferred to statutory reserve	10.00%
Percentage on registered capital of statutory reserve maintenance	50.00%
PRC subsidiary
STATUTORY RESERVE
Minimum percentage of profits after tax to be transferred to statutory reserve	10.00%
Percentage on registered capital of statutory reserve maintenance	50.00%
Statutory reserve	$ 3,986,618	$ 3,986,618

SEGMENT INFORMATION (Details) - USD ($)	3 Months Ended		9 Months Ended
SEGMENT INFORMATION (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
SEGMENT INFORMATION
Net revenues	$ 5,396,884	$ 22,343,689	$ 18,173,550	$ 69,107,749
Cost of revenues	(4,655,403)	(19,303,768)	(15,792,338)	(60,833,995)
Gross profit	741,481	3,039,921	2,381,212	8,273,754
Operating expenses	(510,739)	(533,435)	(1,451,338)	(1,504,377)
General and administrative expenses	(713,444)	(790,049)	(2,254,036)	(2,613,218)
Operating loss	(482,702)	1,716,437	(1,324,162)	4,156,159
Other income (expenses)
Interest income	238,756	98,159	734,176	574,292
Interest expense	(344,822)	(253,912)	(1,708,866)	(2,598,784)
Other income, Net	(416,345)	(1,196,173)	(31,549)	(2,984,763)
Total other (expenses) income	(522,411)	(1,351,926)	(1,006,239)	(5,009,255)
Income (loss) before income taxes	(1,005,113)	364,511	(2,330,401)	(853,096)
Income tax	178,281	722,928	539,596	2,081,832
Net Income (loss)	(1,183,394)	(358,417)	(2,869,997)	(2,934,928)
Total assets	250,520,409		250,520,409		$ 274,094,594
Operating Segments
SEGMENT INFORMATION
Net revenues	5,396,884	22,343,689	18,173,550	69,107,749
Cost of revenues	(4,655,403)	(19,303,768)	(15,792,338)	(60,833,995)
Gross profit	741,481	3,039,921	2,381,212	8,273,754
Operating expenses	(510,739)	(533,435)	(1,451,338)	(1,504,377)
General and administrative expenses	(713,444)	(790,049)	(2,254,036)	(2,613,218)
Operating loss	(482,702)	1,716,437	(1,324,162)	4,156,159
Other income (expenses)
Interest income	238,756	98,159	734,176	574,292
Interest expense	(344,822)	(253,912)	(1,708,866)	(2,598,784)
Other income, Net	(416,345)	(1,196,173)	(31,549)	(2,984,763)
Total other (expenses) income	(522,411)	(1,351,926)	(1,006,239)	(5,009,255)
Income (loss) before income taxes	(1,005,113)	364,511	(2,330,401)	(853,096)
Income tax	178,281	722,928	539,596	2,081,832
Net Income (loss)	(1,183,394)	(358,417)	(2,869,997)	(2,934,928)
Real estate property under development	115,543,857	0	115,543,857	0
Total assets	250,520,409	121,416,669	250,520,409	121,416,669
Property Brokerage Services \| Operating Segments
SEGMENT INFORMATION
Net revenues	79,886	299,689	281,895	501,953
Cost of revenues	(233,735)	(235,981)	(681,416)	(756,178)
Gross profit	(153,849)	63,708	(399,520)	(254,225)
Operating expenses	(127,621)	(216,804)	(214,049)	(643,371)
General and administrative expenses	(201,502)	(422,388)	(777,135)	(940,200)
Operating loss	(482,972)	(575,484)	(1,390,704)	(1,837,796)
Other income (expenses)
Interest income	76,150	(7,890)	30,557	8,210
Interest expense	(241,926)	281,464	315,464	1,631,786
Other income, Net	(183,425)	69,323	(47,671)	(3,202,019)
Total other (expenses) income	(349,201)	342,897	298,350	(1,562,023)
Income (loss) before income taxes	(832,173)	(232,587)	(1,092,354)	(3,399,820)
Income tax	178,281	722,928	539,596	2,081,832
Net Income (loss)	(1,010,454)	(955,515)	(1,631,950)	(5,481,652)
Real estate property under development	0	0	0	0
Total assets	16,069,347		16,069,347
Real Estate Development \| Operating Segments
SEGMENT INFORMATION
Net revenues	5,316,998	22,044,000	17,891,655	68,605,796
Cost of revenues	(4,421,668)	(19,067,787)	(15,110,922)	(60,077,817)
Gross profit	895,330	2,976,213	2,780,732	8,527,979
Operating expenses	(383,118)	(316,631)	(1,237,289)	(861,006)
General and administrative expenses	(506,108)	(361,827)	(974,675)	(1,255,794)
Operating loss	6,104	2,297,755	568,768	6,411,179
Other income (expenses)
Interest income	161,090	104,533	461,424	565,472
Interest expense	(102,896)	(535,376)	(315,464)	(4,230,570)
Other income, Net	(7,820)	572	(10,733)	(54,007)
Total other (expenses) income	50,374	(430,271)	135,227	(3,719,105)
Income (loss) before income taxes	56,478	1,867,484	703,995	2,692,074
Income tax	0	0
Net Income (loss)	56,478	1,867,484	703,995	2,692,669
Real estate property under development	115,543,857	0	115,543,857	0
Total assets	138,803,602	121,416,669	138,803,602	121,416,669
Investment Transaction \| Operating Segments
SEGMENT INFORMATION
Net revenues	0	0
Cost of revenues	0	0
Gross profit	0	0
Operating expenses	0	0
General and administrative expenses	0	0
Operating loss	0	0
Other income (expenses)
Interest income	0	0
Interest expense	0	0
Other income, Net	(225,100)	(1,266,068)	26,855	371,263
Total other (expenses) income	(225,100)	(1,266,068)	26,855	371,263
Income (loss) before income taxes	(225,100)	(1,266,068)	26,855	371,263
Income tax	0	0
Net Income (loss)	(225,100)	(1,266,068)	26,855	371,263
Real estate property under development	0	0	0	0
Total assets	20,899,590		20,899,590
Others \| Operating Segments
SEGMENT INFORMATION
Net revenues	0	0
Cost of revenues	0	0
Gross profit	0	0
Operating expenses	0	0
General and administrative expenses	(5,834)	(5,834)	(502,226)	(417,224)
Operating loss	(5,834)	(5,834)	(502,226)	(417,224)
Other income (expenses)
Interest income	1,516	1,516	242,195	610
Interest expense	0	0	(1,708,866)
Other income, Net	0	0		(100,000)
Total other (expenses) income	1,516	1,516	(1,466,671)	(99,390)
Income (loss) before income taxes	(4,318)	(4,318)	(1,968,897)	(516,614)
Income tax	0	0
Net Income (loss)	(4,318)	(4,318)	(1,968,897)	(516,614)
Real estate property under development	0	$ 0	0	$ 0
Total assets	$ 74,747,870		$ 74,747,870

RELATED PARTY TRANSACTIONS (Details) - SHDEW - Rent expense	9 Months Ended
	Sep. 30, 2023 USD ($) m²
RELATED PARTY TRANSACTIONS
Related party transaction, amounts of transaction \| $	$ 3,709
Square meters rented \| m²	71
Period of rent agreement	1 year

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SRRE Sunrise Real Estate Group Inc (PK)