SEII 10-K & 10-Q changes, risk factors and insider trading
Sharing Economy International Inc. · OTC · Services-Computer Integrated Systems Design · CIK 819926 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying consolidated financial statements, wesee in full comparisonhadreported a net loss of$85,528$24,388 for the year ended December 31,2024.2025. Management believes that these matters, among others, raise substantial doubt about our ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assuranceassurancethat we will ultimately achieve profitable operations or generate positive cash flow, or raise additional debt and/or equity capital.capital.Management believes that our capital resources are not currently adequate to continue operating and maintaining our business strategystrategyfor twelve months from the date of this report.
Full comparison: every changed paragraph (2)
Our
consolidated financial
statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities
and commitments in the normal course of business. As reflected in our accompanying consolidated financial statements,
we hadreported a net
loss of $85,528$24,388 for the year ended December 31, 2024.2025. Management believes that these matters, among others, raise substantial
doubt about
our ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance
assurance that we will ultimately achieve profitable operations or generate positive cash flow, or raise additional debt and/or equity capital.
capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining our business strategy
strategy for twelve months from the date of this report.
In
view of both our decline in revenues, our loss incurred onin 2024, 2025,
and in connection with any expansion projects for our business, we will
incur significant capital and operational expenses. We do not
presently have any funding commitments other than our present credit arrangements
which we do not believe are sufficient to enable us
to expand our business. If we are unable to generate cash flow from operations and
obtain necessary bank or other financing to pay for
significant capital or operational expenses, we may be unable to finance our business,
which may impair our ability to operate profitably.
Because of our stock price and the worldwide economic situation, we may not be able
to raise any additional funds that we require on favorable
terms, if any. The failure to obtain necessary financing may impair our ability
to expanse or business and remain profitable.
Management's Discussion & Analysis (MD&A)
Largest changes
“Effective January 1, 2023, the Company approved and completed the internal corporate restructuring actions to streamline, right-size and optimize specific organizational structure by disposing of several subsidiaries. As a result of the corporate exercise, the Advertising business met the criteria set forth in Accounting Standards Codification (“ASC”) 205-20 to be presented as a discontinued operation and the related assets and liabilities have been presented as held for discontinued operations. …”see in full comparison
Netsee in full comparison(loss) income.loss. As a result of the foregoing, our net loss was$85,528 for the year ended December 31, 2024, as compared with net income of $25,600,338$24,388 for the year ended December 31,2023,2025, as compared with net loss of $85,528 for the year ended December 31, 2024, a decrease of$25,685,866$61,140 or100.33%.71.49%. The amount decreased mainly due toone-off transaction recognizeddecrease ingainselling,ongeneraldisposalandofadministrativesubsidiariesexpenseinduring2023.the year.
“For the year ended December 31, 2023, net cash used in operating activities was $82,703, which consisted of net income of the year, stock-based consultancy fee, stock-based director's remuneration and stock-based staff salaries, offset by gain of disposal of the subsidiaries.”see in full comparison
We reported a net loss ofsee in full comparison$85,528$24,383 andnet income of $25,600,338$85,528 for the years ended December 31,20242025 and2023,2024, respectively. We had current assets of$18,065,751$18,320,261 and current liabilities of$3,978,136$4,260,812 as of December 31,2024.2025. As of December 31,2023,2024, our current assets and current liabilities were$18,080,853$18,065,751 and$3,933,360,$3,978,136, respectively.
see in full comparisonNetFor the year ended December 31, 2025, net cash flow provided by financing activities was$36,852 for the year ended December 31, 2024,$266,768, which consisted of$36,852 fund advances$400,000 from issuance of promissory note and $133,232 repayments to related party.
Total othersee in full comparison(expenses) incomes,expenses, net. TotalTotalother expenses, net of otherincomes,expenses, including interest income, interest expense, and loss on foreign exchange, was$16,277$5 for the year ended December 31,2024.2025. As compared to the year ended December 31,2023,2024, total otherincomes,expenses, net, amounted to$26,227,445$16,277 mainly consistedconsistedof interest income, interestexpense,expense and loss on foreignexchange, and gain on disposal of subsidiaries.exchange.
Full comparison: every changed paragraph (16)
Effective
January 1, 2023, the Company approved and completed the internal corporate restructuring actions to streamline, right-size and optimize
specific organizational structure by disposing of several subsidiaries. As a result of the corporate exercise, the Advertising business
met the criteria set forth in Accounting Standards Codification (“ASC”) 205-20 to be presented as a discontinued operation
and the related assets and liabilities have been presented as held for discontinued operations. The Advertising business’ results
of operations and the related cash flows are reflected in Income from discontinued operations, net of tax in the Consolidated Statements
of Operations and Comprehensive Loss and cash flows from discontinued operations in the Consolidated Statements of Cash Flows, respectively,
for all years presented.
We reported a net loss of $85,528$24,383 and net income
of $25,600,338$85,528 for the years ended December
31, 20242025 and 2023,2024, respectively. We had current assets of $18,065,751$18,320,261 and current liabilities
of $3,978,136$4,260,812 as of December 31, 2024.2025. As
of December 31, 2023,2024, our current assets and current liabilities were $18,080,853$18,065,751 and $3,933,360,
$3,978,136, respectively.
The
following table sets forth the results of
our continuing operations for the years ended December 31, 20242025 and 20232024:
Revenues.
During the years ended
December 31, 20242025 and 2023,2024, we recognized no revenues from our sharing economy business.
Total other (expenses) incomes,expenses, net. Total
Total other expenses, net of other incomes,expenses, including interest income, interest expense, and loss on foreign exchange, was $16,277$5 for
the year
ended December 31, 2024.2025. As compared to the year ended December 31, 2023,2024, total other incomes,expenses, net, amounted to $26,227,445$16,277 mainly consisted
consisted of interest income, interest expense,expense and loss on foreign exchange, and gain on disposal of subsidiaries.exchange.
Net (loss) income.loss. As a result of the foregoing,
our net loss was $85,528 for the year
ended December 31, 2024, as compared with net income of $25,600,338$24,388 for the year ended December 31, 2023,2025, as compared with net loss of $85,528 for the year ended December 31, 2024,
a decrease of $25,685,866$61,140 or
100.33%. 71.49%. The amount decreased mainly due to one-off transaction recognizeddecrease in gainselling, ongeneral disposaland ofadministrative subsidiariesexpense induring 2023.the
year.
For the year ended December 31, 2025, net cash used in operating activities was $24,388, which consisted of net loss of $24,388 for the year.
For
the year ended December 31, 2023, net cash used in operating activities was $82,703, which consisted of net income of the year,
stock-based consultancy fee, stock-based director's remuneration and stock-based staff salaries, offset by gain of disposal of the subsidiaries.
NetFor the year ended December 31, 2025, net cash
flow provided by financing activities was $36,852
for the year ended December 31, 2024,$266,768, which consisted of $36,852 fund advances$400,000 from issuance of promissory note and $133,232 repayments
to related party.
For the year ended December 31, 2025, net cash provided by financing activities was $36,852, which consisted of $36,852 fund advances from related party.
Net cash used in financing activities of $170,101
for the year ended December 31, 2023, which consisted of $116,570 repayments to related party and repayments of $53,531 bank overdraft.
We have not achieved
profitability since our inception and we expect
to continue to incur net losses for the foreseeable future. We expect net cash to be expended
in 20242026 to be similar as 2023.2025. As of December
31, 2024,2025, we had an accumulated deficit of $55,510,758.$55,535,146. Our material cash requirements are
highly dependent upon the additional financial
support from our major shareholders in the next 12 - 18 months.
Income (loss)Loss per share of common stock
Basic net income (loss) per share is computed by dividing
net loss
available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted
net income
(loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents
and potentially dilutive securities outstanding during each period.
Comprehensive
income (loss)
Comprehensive income (loss) is comprised of net income (loss) and
all changes to the statements of stockholders’ equity, except
those due to investments by stockholders, changes in paid-in capital
and distributions to stockholders. For the Company, comprehensive
income (loss) for the years ended December 31, 20242025 and 20232024 included net incomeloss
and unrealized (loss) and unrealized gain from foreign currency translation
adjustments.
What changed in the latest 10-Q
Risk Factors
Not available: the section could not be located automatically in one of the filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “Basis of Accounting”
New heading “Basic Earnings (loss) per Share”
New heading “Use of Estimates and Assumptions”
New heading “Fair Value of Financial Instruments”
New heading “Start-Up expenses”
New heading “Property and Equipment”
New heading “PLAN OF OPERATION”
New heading “Subsequent Events”
Removed heading “Cost of revenues.”
Removed heading “Gross profit and gross margin.”
Removed heading “Operating expenses.”
Removed heading “Loss from operations.”
Removed heading “Total Other expenses, net.”
Removed heading “Income tax provision.”
Removed heading “Cash Flow in Investing Activities”
Largest changes
“Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.”see in full comparison
“We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. …”see in full comparison
“The following information should be read in conjunction with (i) the financial statements of Sharing Economy International Inc., a Nevada corporation (the “Company”), and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2025 audited financial statements and related notes included in the Company’s Form 10-K (File No. 001-34591; the “Form 10-K”), as filed with the Securities and Exchange Commission on May 8, 2026. …”see in full comparison
Full comparison: every changed paragraph (88)
The following information should be read in conjunction with (i) the financial statements of Sharing Economy International Inc., a Nevada corporation (the “Company”), and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2025 audited financial statements and related notes included in the Company’s Form 10-K (File No. 001-34591; the “Form 10-K”), as filed with the Securities and Exchange Commission on May 8, 2026. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.
The Company was incorporated in the State of Nevada on July 25, 2012, and established a fiscal year end of December 31.
Going Concern
Material hurdles remain before we can significantly increase sales of our products and services. We must complete the design and development of our technology platform and establish relationships with third parties for the manufacture or supply of electric vehicles, charging infrastructure, and related maintenance services.
We currently estimate that approximately $1.5 million of additional capital will be required to complete these activities, which we expect could take approximately 12 months, subject to the availability of sufficient funding and other factors. We expect to fund these activities through a combination of revenues generated from our services and additional equity financing, including potential sales of our common stock.
We currently have no committed financing arrangements, and there can be no assurance that we will be able to obtain sufficient financing on acceptable terms, or at all. Any equity financing could result in substantial dilution to our existing shareholders. If we are unable to obtain sufficient financing, we may be required to delay, reduce, or modify our planned development and expansion activities, which could materially adversely affect our business, financial condition, and results of operations.
The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.
Effective January 1, 2023, the Company approved
and completed the internal corporate restructuring actions to streamline, right-size and optimize specific organizational structure by
disposing of several subsidiaries.
CriticalCRITICAL AccountingACCOUNTING Policies and EstimatesPOLICIES
OurThe discussion and analysis of our financial condition
and results of operations are based uponon our condensed consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States.States (“US GAAP”). The preparation of these condensed consolidated financial statements requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure
of contingent assets and liabilities. WeOn continuallyan ongoing basis, we evaluate our estimates,estimates includingbased thoseon relatedhistorical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the valuationunderstanding of equityour transactions.financial results:
Basis of Accounting
The Company’s financial statements are prepared using the accrual method of accounting and are presented in United States Dollars.
Basic Earnings (loss) per Share
The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.
Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management 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.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Income Taxes
Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
We base our estimates on historical experience
and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to
these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual
results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies
affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.
Foreign Currency Exchange RatesTranslation
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Chinese Renminbi or Australian Dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of net income (loss).
Fair Value of Financial Instruments
The carrying amount of cash and current liabilities approximates fair value due to the short maturity of these instruments. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Start-Up expenses
As a start-up company, the costs associated with start-up activities are expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s general and administrative expenses.
Property and Equipment
Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.
Our functional currency is the U.S. dollar, and
the functional currency of our operating subsidiaries is Hong Kong Dollar.
Our exposure to foreign exchange risk primarily
relates to currency gains or losses resulting from timing differences between signing of sales contracts and settling of these contracts.
Our results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated
at the unified exchange rate at the end of the period. Translation adjustments resulting from this process are included in accumulated
other comprehensive income in our statement of shareholders’ equity. We have not used any forward contracts, currency options or
borrowings to hedge our exposure to foreign currency exchange risk. We cannot predict the impact of future exchange rate fluctuations
on our results of operations and may incur net foreign currency losses in the future.
Our financial statements are expressed in U.S.
dollars, which is the functional currency of our parent company. The functional currency of our operating subsidiaries and affiliates
is the Hong Kong dollar. To the extent we hold assets denominated in U.S. dollars, any appreciation of the HKD against the U.S. dollar
could result in a charge in our statement of operations and a reduction in the value of our U.S. dollar denominated assets. On the other
hand, a decline in the value of HKD against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results.
In March 2024, the FASB issued ASU No. 2024-02,
Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). The amendments
in this Update affect a variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the
affected accounting guidance. This update contains amendments to the Codification that remove references to various Concepts Statements.
In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references
were used in prior statements to provide guidance in certain topical areas. ASU 2024-02 is effective for public business entities for
fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after
December 15, 2025. The Company has adopted this pronouncement and had no material impact on its unaudited condensed consolidated financial
statements.
In November
2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation
Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. This ASU includes new disclosure requirements about specific
expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling
expenses that are included in certain expense captions presented on the face of the income statement. The ASU is effective for fiscal
years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is
permitted and the ASU can be applied on a prospective or retrospective basis. The Company expects this ASU to only impact the disclosures
with no impacts to the results of operations, cash flows, and financial condition.
The Company has reviewedimplemented all recently issued,
but not yet effective,new accounting pronouncements that are in effect and that may impact its financial statements and does not believe thethat futurethere adoption ofare any suchother new accounting pronouncements maythat behave expectedbeen to
causeissued that might have a material impact on its financial conditionposition or the results of its operations.
PLAN OF OPERATION
We are an early-stage corporation and have generated revenues of $0 and $0, respectively, during the six-month periods ended June 30, 2026 and 2025. Accordingly, our plan of operation for the 12 months following the filing of this Quarterly Report on Form 10-Q is make sales of our products.
The Company believes it can satisfy its cash requirements through the fiscal year end of December 31, 2026, from its cash of $3,583 as of June 30, 2026. As of June 30, 2026, we had a working capital balance of $13,899,672.
Three months ended March 31, 2026 and 2025
The following table sets forth the results of
our operations for the three months ended March 31, 2026 and 2025:
Revenues.
During the three months ended March 31, 2026 and
2025, we recognized no revenues from our sharing economy business.
Cost of revenues.
No direct costs were incurred during the three
months ended March 31, 2026 and 2025.
Gross profit and gross margin.
No gross profit and gross margin were resulted
for the three months ended March 31, 2026 and 2025.
Operating expenses.
For the three months ended March 31, 2026, operating
expenses were $89,955, as compared to $5,224 for the three months ended March 31, 2025, an increase of $84,731 or 1621.96%, due to the
increase in selling, general and administrative expense.
Loss from operations.
AsThree aand resultSix ofMonths theEnded factorsJune described above, for
the three months ended March 31,30, 2026, loss from operations was $89,955 as compared to $5,224Three forand theSix threeMonths months endedEnded March 31, 2025.2025:
We recorded sales revenues of $0 and $0, respectively, during the six months ended June 30, 2026 and 2025.
Total Other expenses, net.
Total other expenses, net include interest expense
and foreign exchange loss, net. For the three months ended March 31, 2026, total other expenses, net, were $7,375 as compared to $0 for
the three months ended March 31, 2024, an increase of $7,375. The increase in total other expenses, net, was primarily due to the increase
in the interest expense and foreign exchange translation difference.
Income tax provision.
No income tax expense was recorded forFor the three months ended March
31,June 30, 2026 and 2025, general and administrative expenses were $76,464 and $4,968, respectively.
For the six months ended June 30, 2026 and 2025, general and administrative expenses were $166,419 and $10,192, respectively.
We recorded net losses of $82,447 and $4,973, respectively, during the three months ended June 30, 2026 and 2025.
We recorded net losses of $179,777 and $10,197, respectively, during the six months ended June 30, 2026 and 2025.
Net loss
SEII insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-02 | Chen Johnny |
Other | 724,224,643 | — | — |
| 2026-08-02 | Huang Ximing |
Other | 4,103,939,641 | — | — |
Well-known investors holding SEII (13F)
None of the 59 investors we track reported a position in their latest 13F.