株探米国株
英語
エドガーで原本を確認する
6-K 1 form6-k.htm 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2026

 

Commission File Number 001-35722

 

TAOPING INC.

(Translation of registrant’s name into English)

 

21st Floor, Building 3, Tianjin Science and Technology Plaza

Keyan West Road

Nankai District, Tianjin, 300192

People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

As previously reported, on November 26, 2025, Taoping Inc. (the “Company”), through its wholly owned British Virgin Islands subsidiary, Taoping Holdings Limited, acquired all of the equity interests in Skyladder Group Limited, a Hong Kong company (“Skyladder Group”). As of November 26, 2025, Skyladder Group had the following direct and indirectly wholly owned subsidiaries:

 

 

 

Skyladder Group is a Hong Kong holding company incorporated on June 13, 2025.

 

Skyladder (Tianjin) Technology Development Co., Ltd. (“Skyladder Tianjin”) is a holding company incorporated under the laws of the People’s Republic of China on July 25, 2025 by Skyladder Group.

 

Shenzhen Smart Skyladder IoT Co., Ltd. (“Shenzhen Skyladder”) is an operating company incorporated under the laws of the People’s Republic of China on September 26, 2016 and was acquired by Skyladder Tianjin on September 15, 2025.

 

Tianjin Zeyuan Elevator Co., Ltd. (“Tianjin Zeyuan”) is an operating company incorporated under the laws of the People’s Republic of China on October 26, 2017 and was acquired by Shenzhen Skyladder on December 23, 2021.

 

Skyladder New Century (Tianjin) IoT Technology Co., Ltd. (“Skyladder New Century”) is a holding company incorporated under the laws of the People’s Republic of China on January 10, 2025 with no operations independent of its ownership of Tianjin Weida. It was acquired by Skyladder Tianjin on August 29, 2025.

 

Tianjin Weida Elevator Co., Ltd. (“Tianjin Weida”) is an operating company incorporated under the laws of the People’s Republic of China on April 27, 2002 and was acquired by Skyladder New Century on May 29, 2025.

 

As of June 30, 2025, the following entities had been incorporated: Skyladder Group, Shenzhen Skyladder, Tianjin Zeyuan, Skyladder New Century and Tianjin Weida. Tianjin Zeyuan was a wholly owned subsidiary of Shenzhen Skyladder as of such date, having been acquired on December 23, 2021, and Tianjin Weida was a wholly owned subsidiary of Skyladder New Century, having been acquired on May 29, 2025.

 

 

 

However, as of June 30, 2025, these entities were not combined/consolidated under Skyladder Group, as Skyladder Tianjin - the intermediate holding company through which these entities were subsequently brought under Skyladder Group - was not incorporated until July 25, 2025. Accordingly, the combination/consolidation of these entities under Skyladder Group occurred only after June 30, 2025.

 

Skyladder New Century is a holding company with no operations other than its ownership of Tianjin Weida from its inception through June 30, 2025. Accordingly, the standalone financial statements of Tianjin Weida are presented in this Report on Form 6-K, and no separate financial statements of Skyladder New Century are included. Skyladder Group was incorporated on June 13, 2025 and had no independent operations from its inception through June 30, 2025 and, as a result, no separate financial statements of Skyladder Group are included.

 

Accordingly, this Report on Form 6-K is being furnished to provide the following financial statements: (i) audited consolidated financial statements of Shenzhen Skyladder and its subsidiary, Tianjin Zeyuan, as of and for the years ended December 31, 2024 and 2023, (ii) unaudited consolidated financial statements of Shenzhen Skyladder and its subsidiary, Tianjin Zeyuan, as of and for the six months ended June 30, 2025 and 2024, (iii) audited financial statements of Tianjin Weida as of and for the years ended December 31, 2024 and 2023, (iv) unaudited financial statements of Tianjin Weida as of and for the six months ended June 30, 2025 and 2024, and (v) unaudited pro forma combined financial statements of the Company reflecting ownership of Skyladder Group and its subsidiaries as of June 30, 2025 and for the six months ended June 30, 2025 and the year ended December 31, 2024. The historical financial statements included herein reflect the operating entities prior to their combination/consolidation under Skyladder Group.

 

The pro forma financial information included herein has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company, Skyladder Group and its subsidiaries would have achieved had the companies been combined/consolidated during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.

 

This Report on Form 6-K, including Exhibit 15.1, Exhibits 99.1 through 99.5, is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (No. 333-211363, No. 333-256600 and No. 333-283697) and on Form F-3 (No. 333-262181 and No. 333-288404) and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

 

 

SIGNATURES

 

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

 

Date: April 7, 2026 TAOPING INC.
     
  By: /s/ Jianghuai Lin
  Jianghuai Lin
  Co-Chief Executive Officer

  

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
15.1   Consent from PKF Littlejohn LLP, Independent Registered Public Accounting Firm
99.1   Audited consolidated financial statements of Shenzhen Smart Skyladder IoT Co., Ltd. as of and for the fiscal years ended December 31, 2024 and 2023
99.2   Unaudited condensed consolidated financial statements of Shenzhen Smart Skyladder IoT Co., Ltd. as of and for the six months ended June 30, 2025 and 2024
99.3   Audited financial statements of Tianjin Weida Elevator Co., Ltd. as of and for the fiscal years ended December 31, 2024 and 2023
99.4   Unaudited condensed financial statements of Tianjin Weida Elevator Co., Ltd. as of and for the six months ended June 30, 2025 and 2024
99.5   Unaudited pro forma condensed combined financial statements, which include the unaudited pro forma condensed combined balance sheet as of June 30, 2025 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and the year ended December 31, 2024

 

 

 

EX-15.1 2 ex15-1.htm EX-15.1

 

Exhibit 15.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statements of Taoping Inc. and its subsidiaries (the “Company”) on Form S-8 (No. 333-211363, No. 333-256600 and No. 333-283697) and on Form F-3 (No. 333-262181 and No. 333-288404) of our report dated April 7, 2026, with respect to our audits of the consolidated financial statements of Shenzhen Smart Skyladder IoT Co., Ltd. and its subsidiary as of December 31, 2024 and 2023, and for the two years ended December 31, 2024, which appears in the Form 6-K of the Company.

 

We hereby also consent to the incorporation by reference in the Registration Statements of the Company on Form S-8 (No. 333-211363, No. 333-256600 and No. 333-283697) and on Form F-3 (No. 333-262181 and No. 333-288404) of our report dated April 7, 2026, with respect to our audits of the financial statements of Tianjin Weida Elevator Co., Ltd. as of December 31, 2024 and 2023, and for the two years ended December 31, 2024, which appears in the Form 6-K of the Company

 

/s/ PKF Littlejohn LLP  
   
London, United Kingdom  
   
April 7, 2026  

 

 

 

EX-99.1 3 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

SHENZHEN SMART SKYLADDER IOT CO., LTD.

CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2024 and 2023

 

Table of Contents Page(s)
Independent Auditor’s Report F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023 F-4
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024 and 2023 F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-6
Notes to the Consolidated Financial Statements F-7

 

F-1

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Stockholders and the Board of Directors of Taoping Inc.

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Shenzhen Smart Skyladder IoT Co., Ltd. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income/(loss), consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audits of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

 

As disclosed in Note 2 to the consolidated financial statements, the Company recognizes revenue from project, maintenance, repair and operations supply and service upon transfer of control of promised products or completion of service. Judgment is exercised by the management of the Company in determining recognition criteria through evaluation on the terms and conditions in the contracts with customers and the identification of performance obligations in the recognition of revenue. The principal considerations for our determination that revenue recognition is a critical audit matter are:

 

a. revenue is material to the consolidated financial statements; and

 

b. judgement by management of the Company in determining the recognition criteria to recognize revenue and the identification of performance obligations was extensive and it required a high degree of auditor judgement.

 

Our audit procedures in respect of the revenue recognition included:

 

a. understanding the system and reviewing related internal controls relevant to the revenue;

 

b. examining sales contracts with major customers in different revenue streams and evaluating the recognition criteria determined and the performance obligations identified by the management of the Company;

 

c. conducting substantive transaction and cut-off test;

 

d. conducting analytical review on revenue; and

 

e. considering the adequacy of the Company’s financial statements disclosures relating to revenue.

 

/s/ PKF Littlejohn LLP

 

PKF Littlejohn LLP

 

London, United Kingdom

 

April 7, 2026

 

PCAOB ID: 2814

 

We have served as the Company’s auditor since October 9, 2025.

 

F-2

 

SHENZHEN SMART SKYLADDER IOT CO., LTD.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2024 AND 2023

 

    NOTES   December 31, 2024     December 31, 2023  
                 
ASSETS                    
                     
CURRENT ASSETS                    
Cash and cash equivalents   2(d)   $ 353,908     $ 93,985  
Accounts receivable, net   2(e)     169,418       268,144  
Advances to suppliers   2(f)     99,587       202,296  
Inventories, net         5,113       15,382  
Other receivables   6     425,054       739,432  
TOTAL CURRENT ASSETS         1,053,080       1,319,239  
                     
Property, equipment and software, net   5     54,572       51,086  
TOTAL ASSETS       $ 1,107,652     $ 1,370,325  
                     
LIABILITIES AND EQUITY                    
                     
CURRENT LIABILITIES                    
Short-term bank loan   7   $ -     $ 141,048  
Accounts payable         17,392       26,908  
Advances from customers   2(g)     -       150,440  
Amounts due to related parties   3(c)     331,017       755,424  
Accrued payroll and benefits         38,975       61,046  
Other payables and accrued expenses   8     391,068       49,391  
TOTAL CURRENT LIABILITIES         778,452       1,184,257  
                     
EQUITY                    
Paid-in capital         1,159,683       724,266  
Accumulated deficit         (850,559 )     (568,176 )
Accumulated other comprehensive income         20,076       29,978  
TOTAL EQUITY         329,200       186,068  
                     
TOTAL LIABILITIES AND EQUITY       $ 1,107,652     $ 1,370,325  

 

See Accompanying Notes to the Consolidated Financial Statements

 

F-3

 

SHENZHEN SMART SKYLADDER IOT CO., LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

    NOTES   2024     2023  
                 
Revenue – Project   2(n)   $ 583,095     $ 1,031,988  
Revenue – MRO   2(n)     311,887       502,146  
Revenue – Service   2(n)     114,600       186,209  
TOTAL REVENUE         1,009,582       1,720,343  
                     
Cost – Project         512,457       815,208  
Cost – MRO         264,074       366,836  
Cost – Service         47,653       70,634  
TOTAL COST         824,184       1,252,678  
                     
GROSS PROFIT         185,398       467,665  
                     
Administrative expenses   2(o)     490,224       368,724  
Selling expenses   2(p)     7,989       13,498  
(LOSS) INCOME FROM OPERATIONS         (312,815 )     85,443  
                     
Other income, net         37,022       45,899  
Interest income         91       43  
Interest expense         (6,681 )     (7,539 )
                     
(LOSS) INCOME BEFORE INCOME TAXES         (282,383 )     123,846  
                     
Income tax expense   4     -       -  
                     
NET (LOSS) INCOME         (282,383 )     123,846  
                     
OTHER COMPREHENSIVE LOSS:                    
Foreign currency translation adjustment         (9,902 )     (2,705 )
TOTAL COMPREHENSIVE (LOSS) INCOME       $ (292,285 )   $ 121,141  

 

See Accompanying Notes to the Consolidated Financial Statements

 

F-4

 

SHENZHEN SMART SKYLADDER IOT CO., LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

   

Paid in

Capital

   

Accumulated

Deficit

   

Accumulated

Comprehensive

Income (Loss)

    Total  
Balance as of January 1, 2023   $ 724,266     $ (692,022 )   $ 32,683     $ 64,927  
Net income     -       123,846       -       123,846  
Foreign currency translation adjustment     -       -       (2,705 )     (2,705 )
Balance as of December 31, 2023   $ 724,266     $ (568,176 )   $ 29,978     $ 186,068  
Net loss     -       (282,383 )     -       (282,383 )
Foreign currency translation adjustment     -       -       (9,902 )     (9,902 )
Capital contributions     435,417       -       -       435,417  
Balance as of December 31, 2024   $ 1,159,683     $ (850,559 )   $ 20,076     $ 329,200  

 

See Accompanying Notes to the Consolidated Financial Statements

 

F-5

 

SHENZHEN SMART SKYLADDER IOT CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

   

2024

    2023  
             
OPERATING ACTIVITIES                
Net (loss) income   $ (282,383 )   $ 123,846  
Adjustments to reconcile net loss to net cash used in operating activities:                
Provision for credit losses on accounts receivable, other current assets, and advances to suppliers:     94,215       48,802  
Provision for obsolete inventories     295       3  
Depreciation     9,784       8,763  
Exchange difference     (9,380 )     (2,689 )
Changes in operating assets and liabilities:                
Accounts receivable     44,727       54,623  
Inventories     9,681       172,016  
Advances to suppliers     98,366       (198,429 )
Other receivables     250,243       (667,064 )
Accounts payable     (8,874 )     (250,262 )
Other payables and accrued expenses     348,295       37,123  
Advances from customers     (148,333 )     41,996  
Payroll payable and benefits     (20,625 )     15,444  
Amounts due to related parties     (408,808 )     688,699  
Net cash used in operating activities     (22,797 )     72,871  
                 
INVESTING ACTIVITIES                
Purchases of property and equipment     (14,813 )     (28,038 )
Net cash used in investing activities     (14,813 )     (28,038 )
                 
FINANCING ACTIVITIES                
Proceeds from additional capital     433,905       -  
Proceeds from borrowings under short-term loan     -       141,397  
Repayment of short-term bank loan     (139,072 )     (141,397 )
Net cash provided by financing activities     294,833       -  
                 
Effect of exchange rate changes on cash and cash equivalents     2,700       1,286  
                 
NET INCREASE IN CASH     259,923       46,119  
CASH, BEGINNING     93,985       47,866  
CASH, ENDING   $ 353,908     $ 93,985  
                 
Supplemental disclosure of cash flow information:                
Cash paid during the year                
Income taxes   $ -     $ -  
Interest   $ 6,681     $ 7,539  

 

See Accompanying Notes to the Consolidated Financial Statements

 

F-6

 

SHENZHEN SMART SKYLADDER IOT CO., LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

 

1. ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S PLANS

 

Shenzhen Smart Skyladder IoT Co., Ltd. and its subsidiary, Tianjin Zeyuan Elevator Co., Ltd. (collectively referred as “SZSS” or “the Company”) was incorporated under the laws of the People’s Republic of China (“China” or “PRC”). Shenzhen Smart Skyladder IoT Co., Ltd. is a provider of elevator services. The Company provides services throughout the entire elevator lifecycle, including sales, installation, repair, maintenance, renovation, and upgrades. The company serves a diverse user base, including governments, businesses, and households, and is committed to building a leading ecosystem for elevator safety management and intelligent operations.

 

Going Concern and Management’s Plans

 

The Company’s revenues for the years ended December 31, 2024 and 2023 are approximately $1.0 million and $1.7 million, respectively. The Company incurred a net loss of $0.3 million for year ended December 31, 2024, compared to a net income of $0.1 million for year ended December 31, 2023. Cash and cash equivalents at December 31, 2024 was $0.4 million, compared to cash and cash equivalents of $0.1 million a year ago. As of December 31, 2024, the Company had a working capital of approximately $0.3 million, improved from a working capital of $0.1 million as of December 31, 2023.

 

As of December 31, 2024 and 2023, the Company had an accumulated deficit of $0.9 million and $0.6 million, respectively.

 

In September 2025, the Company’s intermediate holding company, Skyladder Holding Limited, entered into a Share Purchase Agreement with Taoping Holdings Limited (“THL”), a British Virgin Islands incorporated company wholly owned by Taoping Inc. (“TAOP”), a Nasdaq listed company. Pursuant to the Share Purchase Agreement, THL acquired 100% of the equity interest of the Company. The transaction was consummated on November 26, 2025. After the acquisition, the Company becomes a wholly owned subsidiary of THL and it is expected that more financial, technology and marketing support to be facilitated from TAOP in the future.

 

China’s elevator servicing market represents a good expanding opportunity. According to data from the State Administration for Market Regulation, China currently has approximately 12 million elevators in operation, with nearly 10% having been in service for more than 15 years. Renewal and servicing of aged elevators were treated as a national needs in China, as supported by the July 2024 and January 2025 State-issued policy, “Several Measures on Strengthening Support for Large-scale Equipment Renewal and Consumer Goods Trade-in”.

 

Given the net current assets position as at 31 December 2024 and the State-issued policy which supports the renewal and servicing of elevators, the consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

 

F-7

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of Presentation and Principles of Consolidation

 

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Tianjin Zeyuan Elevator Co., Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

(b) Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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. These estimates are based on information as of the date of the financial statements. The Company’s significant estimates are used in the assessment of credit losses, going concern assessment and revenue recognition. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates.

 

(c) Economic, Pandemic, Political, Geopolitical, and Exchange Risks

 

All the Company’s revenue-generating operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic, public health, and legal environments in the PRC, and by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks that are not typically relevant to companies in North America and Western Europe. These include risks associated with, among others, the political, economic, public health, legal environments, geopolitical influences, foreign currency exchange, and notably in recent events, where the government’s sudden interventions or modifications of the laws and regulations currently in effective could negatively impact the Company’s operations and financial results.

 

The functional currency of the Company is primarily the Chinese Renminbi Yuan (the “RMB”), which is not freely convertible into foreign currencies. The Company cannot guarantee that the current exchange rate will remain steady. Therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and yet, because of fluctuating exchange rates, record higher or lower profit depending on exchange rate of RMB. RMB are converted to United States Dollars (the “U.S. dollars”) on the relevant dates. The exchange rate could fluctuate depending on changes in the political and economic environment without notice.

 

(d) Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased and cash deposits with financial institutions with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents other than bank and cash as of December 31, 2024 and 2023.

 

Cash denominated in RMB with a U.S. dollar equivalent of $353,908 and $93,985 as of December 31, 2024 and 2023 were held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies. These balances held at financial institutions within China are not covered by insurance, however, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks over its cash in bank accounts. Management believes that these financial institutions are of high credit quality and the Management will continually monitor the banks’ creditworthiness.

 

F-8

 

(e) Accounts Receivable

 

Accounts receivable are carried at carrying amount less allowance for credit losses, if any. The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments based on contractual terms. The Company reviews the collectability of its receivables on a regular and ongoing basis according to historical trend, and estimates its provision for expected credit losses on aging analysis taken forward-looking factors into account.

 

After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event that the Company recovers amounts previously provided for, the Company will reduce the specific allowance for credit losses. The balance of allowance for credit losses for the years ended December 31, 2024 and 2023 were approximately $0.09 million and $0.04 million, respectively.

 

Accounts receivable as at December 31, 2024 and 2023 are as follows:

 

    December 31, 2024     December 31, 2023  
Accounts receivable   $ 254,695     $ 307,590  
Allowance for credit losses     (85,277 )     (39,446 )
Accounts receivable, net   $ 169,418     $ 268,144  

 

Movements of allowance for credit losses for the years ended December 31, 2024 and 2023 are as follows:

 

Balance at January 1, 2023   $ 24,596  
Increase in allowance for credit losses     17,175  
Amounts recovered during the year     (2,281 )
Foreign exchange difference     (44 )
Balance at December 31, 2023   $ 39,446  
Increase in allowance for credit losses     50,433  
Amounts recovered during the year     (4,110 )
Foreign exchange difference     (492 )
Balance at December 31, 2024   $ 85,277  

 

(f) Advances to suppliers

 

Advances to suppliers mainly included the cash deposits for the purpose of Products and services.

 

(g) Advances from Customers

 

Advances from customers represent cash received from customers as advance payments for the purchases of the Company’s products or services.

 

(h) Fair Value Measurement of Financial Instruments

 

Management has estimated that carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, advances to suppliers, other receivables, short-term bank loans, accounts payable, advance from customers, other payables and accrued expenses and amounts due to related parties, the carrying amount of these financial instruments approximates their fair value based on the short-term maturity in nature.

 

F-9

 

(i) Fair Value Accounting

 

Financial Accounting Standards Board (FASB) Accounting Standards Codifications (ASC) 820-10 “Fair Value Measurements and Disclosures” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). As required by ASC 820-10, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy under ASC 820-10 are described below:

 

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

(j) Inventories, net

 

Inventories are valued at the lower of cost (weighted average basis) and net realizable value. Net realizable value is the expected selling price in the ordinary course of business minus any costs of completion, disposal, and transportation to make the sale.

 

The Company performs an analysis of slow-moving or obsolete inventory periodically and any necessary valuation reserves, which could potentially be significant, are included in the period in which the evaluations are completed. Any inventory impairment results in a new cost basis for accounting purposes.

 

(k) Property, equipment and software, net

 

Property, equipment and software are stated at cost less accumulated amortization and depreciation. Amortization and depreciation are provided over the assets’ estimated useful lives, using the straight-line method. Estimated useful lives of property, equipment and software are as follows:

 

Electronic equipment, furniture and fixtures   3-5 years
Purchased software   10 years

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss are included in the Company’s results of operations.

 

(l) Business combination

 

In accordance with ASC 805, the Company applies acquisition method to account for business combination. The acquisition method requires that the fair value of the underlying exchange transaction is used to establish a new accounting basis of the acquired entity upon the acquirer taking control over the acquiree. Furthermore, because of obtaining control the acquirer is responsible and accountable for all of the acquiree’s assets, liabilities and operations, the acquirer recognizes and measures the assets acquired and liabilities assumed at their full fair values as of the date control is obtained, which may result in goodwill when purchase consideration exceeds the net of fair value of the assets acquired and liabilities assumed, or a bargain purchase gain, when the net of fair value of the assets acquired and liabilities assumed exceeds the purchase consideration, regardless of the percentage ownership in the acquiree or how to the acquisition was achieved.

 

F-10

 

(m) Impairment of Long-Lived Assets

 

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Recoverability of assets to be held and used is determined by comparing their carrying amount with their expected net undiscounted future cash flows from the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by how much the carrying amount exceeds the fair value of the assets.

 

(n) Revenue Recognition

 

In accordance with the ASC 606, the Company recognizes revenues net of applicable taxes, when goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services.

 

The Company generates its revenue primarily from three sources: (1) project, (2) Maintenance, Repair and Operations supply (the “MRO”) and (3) services.

 

Project

 

Project represents two types of revenue, i.e. sales of products and installation services.

 

Product revenues are generated from the sale of elevators. The transfer of control is initiated when ordered equipment is delivered to a customer site as then the customer has the ability to direct the use of and obtain substantially all the remaining benefits from. The Company has acted as the principal of the contract. The Company recognized the product sales at the point of delivery.

 

Installation services provide mobility solutions with elevators for all applications and needs. The control is transferred continuously to the customer from the start of the installation of the unit, as the work performed enhances an asset controlled by the customer. Revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress. Incurred costs represent work performed, which corresponds with and best depicts transfer of control or the enhancement of the customer’s assets. Contract costs included in the calculation are comprised of materials, subcontractors’ costs or other direct costs. In developing the total cost estimates, the Company utilizes a combination of its historical cost experience and expected costs considering current circumstances.

 

MRO

 

MRO represents two types of revenue, i.e. revenues from maintenance services and repairs services.

 

Maintenance services are rendered by the Company for the installations carried out by us and other service providers. Control is transferred to the customer over the contract period based on the time elapsed. Maintenance revenue is recognized over the contract period as the service is provided, according to the agreed contractual terms and conditions.

 

Wide range of repair services are rendered by the Company to the installations carried out by us and other service providers. For repairs, the customer benefits from the service once the repair is completed, revenue is therefore recognized at the point of service completion.

 

F-11

 

Service

 

Service represents two types of revenue, i.e. revenues from platform service and consultation services.

 

The Company owns a software which serves a platform providing elevator operational data to the customers through intelligent sensors installed in the elevators and connected to the platform. The customers purchase platform service will be granted periodic access rights to access the platform for the review of operational data of elevators. Given the continuous nature of this service, the Company recognizes revenue from platform service on a straight-line basis which aligns with the cost and benefit profile of this service. Platform revenue is recognized over the contract period as the service is provided.

 

Consultation services include the provision of solutions on technical issues relating to elevators and mechanical parking systems. The revenue is recognized when the service is completed and accepted by the customer.

 

Contract balances

 

The Company records advances from customers when cash payments are received or due in advance of its performance.

 

Practical expedients and exemptions

 

The Company generally expenses sales commissions and other incremental costs of obtaining a contract if any incurred because the amortization periods are typically less than one year.

 

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.

 

(o) Administrative expenses

 

Administrative expenses include management and office salaries and employee benefits, deprecation for office equipment, other office expenses and provision for allowance of credit losses.

 

(p) Selling expenses

 

Selling expenses mainly represent the operating expenses of sales department such as payroll, travel and entertainment expenses.

 

(q) Income taxes and value-added tax (“VAT”)

 

The Company accounts for income taxes in accordance with the law of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been acted or substantively enacted by the balance sheet date.

 

Revenue represents the invoiced value of goods and services, net of VAT. The VAT is levied on the gross sales price with tax rates ranging from 6% to 13%, depending on the type of products sold or services provided. Business taxpayers, except for small business taxpayers with total revenue below a certain threshold, are allowed to take credit to offset VAT collected from customers with VAT paid to suppliers for goods or services received. Net balance of VAT is recorded in other receivable or other payable. All VAT tax returns filed by the Company and its subsidiary in the PRC remain subject to examination by the tax authorities for five years from the date of filing.

 

F-12

 

(r) Foreign Currency Translation

 

The functional currency of the Company is the RMB, which is not freely convertible into foreign currencies. The Company’s financial statements are maintained in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet date. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. Exchange gains or losses arising from foreign currency transactions are included in the determination of profit or loss for the respective periods.

 

The accompanying financial statements are presented in U.S. dollars. The Company’s assets and liabilities are translated into U.S. dollars from RMB at the exchange rate at the balance sheet date, revenues and expenses are translated at the average exchange rate during the period, and equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining profit or loss but are included in other comprehensive income, a component of equity.

 

The exchange rates adopted are as follows:

 

    December 31, 2024     December 31, 2023  
Year-end RMB to US$ exchange rate     7.2995       7.0898  
Average yearly RMB to US$ exchange rate     7.1905       7.0723  

 

No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

 

(s) Segment Reporting

 

The Company’s chief operating decision maker has been identified as its CEO, who reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company only has one reportable segment. The Company does not distinguish between markets or segments for the purpose for internal reporting. The Company’s long-lived assets are substantially all located in PRC and all of the Company’s revenues are derived from PRC.

 

In November 2023, the FASB issued Accounting Standard Update, or ASU 2023-07 – Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable segments in annual consolidated financial statements, including additional, more detailed information about a reportable segment’s expenses. The standard is effective for fiscal years beginning after December 15, 2023. The Company adopted ASU 2023-07 for the year ended December 31, 2024 and 2023, retrospectively to all periods presented in the consolidated financial statement. The adoption of this ASU had no material impact on the Company’s consolidated financial position, results of operations, cash flows or disclosures.

 

F-13

 

(t) Recent Accounting Pronouncements

 

In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. The amendments in this update are effective for the Company beginning January 1, 2024 on a prospective basis. The Company adopted this ASU from January 1, 2024, which is considered not have a material impact on the Company’s consolidated financial statements.

 

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this ASU from January 1, 2024, which did not have a material impact on the Company’s consolidated financial statements.

 

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted. This ASU is currently not expected to have a material impact on the Company’s consolidated financial statements.

 

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. A reporting entity is required to 1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e); 2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements; 3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and 4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on the Company’s consolidated financial statements.

 

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20). The amendments in this ASU clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is in the process of assessing the impact of the amendments on the Company’s consolidated financial statements.

 

F-14

 

The Company has considered all other recently issued accounting pronouncements and does not believe that the adoption of such pronouncements will have a material impact on the consolidated financial statements.

 

3. RELATED PARTY TRANSACTIONS

 

(a) Other income

 

The Company provided consultation service to its related party, a company controlled by the shareholder, that out of its core business and grouped under “other income, net” amounting to $38,555 for the year ended December 31, 2024.

 

(b) Consultation services from related party

 

The Company purchased consultation services from its related party, a company controlled by the shareholder, amounting to $52,817 and $4,861 for the years ended December 31, 2024 and 2023, respectively.

 

(c) Amounts due to related parties

 

As of December 31, 2024 and 2023, the amounts due to related parties were $0.3 million and $0.8 million, respectively. The amounts due to related parties are unsecured, non-interest bearing and repayable on demand.

 

4. INCOME TAXES

 

The Group are governed by the income tax laws of the PRC and the income tax provision is calculated at the applicable tax rates on the taxable income for the years based on existing legislation, interpretations and practices in respect of thereof. Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax at a rate of 25%. The Company had incurred a net operating loss for the years ended December 31, 2024 and has utilized its tax loss carry forwards to offset the tax provision for the year ended December 31, 2023. No provision of income tax expense was recorded for both years.

 

The Company has net a tax carry forwards totaling $0.01 million and $0.3million as of December 31, 2024 and 2023, which will expire on various dates through December 31, 2029 and 2028.

 

As of December 31, 2024 and 2023, the Company determined there were no uncertain tax position. The Company believes that there are no tax positions taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within 12 months of the reporting date.

  

5. PROPERTY, EQUIPMENT AND SOFTWARE, NET

 

As of December 31, 2024 and 2023, property, equipment and software consist of:

 

   

December 31, 2024

   

December 31, 2023

 
Electronic equipment, furniture and fixtures   $ 20,138     $ 5,710  
Purchased software     75,090       77,311  
      95,228       83,021  
Less: accumulated depreciation     (40,656 )     (31,935 )
Property, equipment and software, net   $ 54,572     $ 51,086  

 

F-15

 

Depreciation expense for the years ended December 31, 2024 and 2023 amounted to $9,784 and $8,763, respectively.

 

Management regularly evaluates property, equipment and software for impairment, if an event occurs or circumstances change that would potentially indicate that the carrying amount of the property, equipment and software exceeded its fair value.

 

6. OTHER RECEIVABLES

 

Other receivables consist of the follows:

 

   

December 31, 2024

   

December 31, 2023

 
Advances to unrelated third parties   $ 407,567     $ 738,727  
Advances to employees     17,487       705  
      425,054       739,432  

 

7. SHORT-TERM BANK LOAN

 

In November 2022, the Company obtained a RMB 1.0 million loan from Tianjin Rural Commercial Bank with an interest rate of one-year Loan Prime Rate (the “one-year LPR”) plus 205 basis points, which was fully repaid in November 2023. In December 2023, the Company obtained another RMB 1.0 million loan from Tianjin Rural Commercial Bank with an interest rate of one-year LPR plus 215 basis points, the amount was fully repaid in December 2024.

 

8. OTHER PAYABLES AND ACCRUED EXPENSES

 

Other payables and accrued expenses consist of the follows:

 

   

December 31, 2024

   

December 31, 2023

 
Advances from unrelated third parties   $ 407,604     $ 39,574  
Other tax (receivables) payables     (16,536 )     9,817  
      391,068       49,391  

 

9. CONTINGENCIES

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assess such contingent liabilities, and such assessment inherently involves an exercise of judgement. There are no any known commitments or contingencies as of December 31, 2024 and 2023.

 

F-16

 

10. CONCENTRATIONS

 

(a) Concentration of credit risk

 

As of December 31, 2024, two customers accounted for 47% and 13% of the Company’s total accounts receivables. As of December 31, 2023, two customers accounted for 55% and 21% of the Company’s total accounts receivables.

 

(b) Customer concentration risk

 

Two customers accounted for 31% and 23% of the Company’s total revenue for the year ended December 31, 2024. Four customers accounted for 32%, 17%, 13% and 11% of the total revenue for the year ended December 31, 2023. No other customer accounted for more than 10% of the Company’s revenue for the years ended December 31, 2024 and 2023, respectively.

 

(c) Vendor concentration risk

 

For the year ended December 31, 2024, three suppliers accounted for 52%, 25% and 11% of the Company’s total purchase costs. For the year ended December 31, 2023, four suppliers accounted for 39%, 21%, 19% and 10% of the Company’s total purchase costs. No other supplier accounted for more than 10% of the Company’s purchases cost for the years ended December 31, 2024 and 2024, respectively.

 

11. SUBSEQUENT EVENTS

 

On September 29, 2025, the Company’s intermediate holding company, Skyladder Holding Limited, and THL, a wholly owned subsidiary of TAOP, entered into a share purchase agreement pursuant to which THL agreed to acquire and Skyladder Holding Limited agreed to sell its 100% equity interest of the Company. The acquisition was completed on November 26, 2025.

 

F-17

 

EX-99.2 4 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

SHENZHEN SMART SKYLADDER IOT CO., LTD.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

 

Table of Contents Page(s)
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and 2024 F-2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the 6 months ended June 30, 2025 and 2024 F-3
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the 6 months ended June 30, 2025 and 2024 F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the 6 months ended June 30, 2025 and 2024 F-5
Notes to the Unaudited Condensed Consolidated Financial Statements F-6

 

F-1  

 

SHENZHEN SMART SKYLADDER IOT CO., LTD.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

JUNE 30, 2025 AND 2024

 

    NOTES   June 30, 2025     June 30, 2024  
          (Unaudited)       (Unaudited)  
ASSETS                    
                     
CURRENT ASSETS                    
Cash and cash equivalents   2(d)   $ 40,783     $ 30,378  
Accounts receivable, net   2(e)     1,099,037       196,425  
Advances to suppliers   2(f)     231,534       69,949  
Inventories, net   6     98,538       422,382  
Other receivables   7     111,817       411,161  
Amounts due from related parties   3(b)     116,550       -  
TOTAL CURRENT ASSETS         1,698,259       1,130,295  
                     
Property, equipment and software, net   5     51,445       46,759  
TOTAL ASSETS       $ 1,749,704     $ 1,177,054  
                     
LIABILITIES AND EQUITY                    
                     
CURRENT LIABILITIES                    
Short-term bank loan   8   $ 678,057     $ 123,800  
Accounts payable         385,375       378,625  

Advances from customers

        -       22,729  
Amounts due to related parties   3(b)     -       495,965  
Accrued payroll and benefits         28,185       49,363  
Other payables and accrued expenses   9     282,772       17,419  
TOTAL CURRENT LIABILITIES         1,374,389       1,087,901  
                     
EQUITY                    
Paid-in capital         1,279,958       724,266  
Accumulated deficit         (933,057 )     (660,929 )
Accumulated other comprehensive income         28,414       25,816  
TOTAL EQUITY         375,315       89,153  
                     
TOTAL LIABILITIES AND EQUITY       $ 1,749,704     $ 1,177,054  

 

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

 

F-2  

 

SHENZHEN SMART SKYLADDER IOT CO., LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

 

    NOTES   2025     2024  
          (Unaudited)       (Unaudited)  
                     
Revenue – Project   2(m)   $ 1,352,214     $ 146,000  
Revenue – MRO   2(m)     148,046       158,989  
Revenue – Service   2(m)     202,881       63,624  
TOTAL REVENUE         1,703,141       368,613  
                     
Cost – Project         1,172,182       127,748  
Cost – MRO         131,973       128,441  
Cost – Service         27,265       20,879  
TOTAL COST         1,331,420       277,068  
                     
GROSS PROFIT         371,721       91,545  
                     
Administrative expenses   2(n)     444,706       172,608  
Selling expenses   2(o)     994       5,813  
LOSS FROM OPERATIONS         (73,979 )     (86,876 )
                     
Other income, net         386       (2,151 )
Interest income         41       32  
Interest expense         (3,975 )     (3,758 )
                     
LOSS BEFORE INCOME TAXES         (77,527 )     (92,753 )
                     
Income tax expense         4,971       -  
                     
NET LOSS         (82,498 )     (92,753 )
                     
OTHER COMPREHENSIVE LOSS:                    
Foreign currency translation adjustment         8,338       (4,162 )
TOTAL COMPREHENSIVE (LOSS)       $ (74,160 )   $ (96,915 )

 

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

 

F-3  

 

SHENZHEN SMART SKYLADDER IOT CO., LTD.

UNAIDTED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

 

   

Paid in

Capital

   

Accumulated

Deficit

   

Accumulated

Comprehensive

Income (Loss)

    Total  
Balance as of January 1, 2025   $ 1,159,683     $ (850,559 )   $ 20,076     $ 329,200  
Net loss     -       (82,498 )     -       (82,498 )
Foreign currency translation adjustment     -       -       8,338       8,338  
Capital contributions     120,275       -       -       120,275  
Balance as of June 30, 2025 (unaudited)   $ 1,279,958     $ (933,057 )   $ 28,414     $ 375,315  
                                 
Balance as of January 1, 2024   $ 724,266     $ (568,176 )   $ 29,978     $ 186,068  
Net loss     -       (92,753 )     -       (92,753 )
Foreign currency translation adjustment     -       -       (4,162)       (4,162 )
Balance as of June 30, 2024 (unaudited)   $ 724,266     $ (660,929 )   $ 25,816     $ 89,153  

 

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

 

F-4  

 

SHENZHEN SMART SKYLADDER IOT CO., LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHES ENDED JUNE 30, 2025 AND 2024

 

   

Six Months Ended

June 30, 2025

   

Six Months Ended

June 30, 2024

 
      (Unaudited)       (Unaudited)  
OPERATING ACTIVITIES                
Net loss   $ (82,498 )   $ (92,753 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Provision for (Reversal of) credit losses on accounts receivable, other current assets, and advances to suppliers:     80,735       (12,551 )
Provision for obsolete inventories     2,067       -  
Depreciation     5,753       4,936  
Exchange difference     9,266       (4,092 )
Changes in operating assets and liabilities:                
Accounts receivable     (929,509 )     86,444  
Inventories     (94,300 )     (411,121 )
Advances to suppliers     (128,581 )     128,507  
Other receivables     250,859       304,187  
Accounts payable     363,332       355,619  
Other payables and accrued expenses     (113,779 )     (38,604 )
Advances from customers     -       (125,124 )
Payroll payable and benefits     (11,372 )     (10,264 )
Amounts due from/to related parties     (448,318 )     (235,389 )
Net cash used in operating activities     (1,096,345 )     (50,205 )
                 
INVESTING ACTIVITIES                
Purchases of property and equipment     (1,670 )     (1,846 )
Net cash used in investing activities     (1,670 )     (1,846 )
                 
FINANCING ACTIVITIES                
Proceeds from additional capital     121,330       -  
Proceeds from borrowings under short-term loan     725,223       -  
Repayment of short-term bank loan     (55,150 )     (13,882 )
Net cash provided by financing activities     791,403       (13,882 )
                 
Effect of exchange rate changes on cash and cash equivalents     (6,513 )     2,326
                 
NET DECREASE IN CASH     (313,125 )     (63,607 )
CASH, BEGINNING     353,908       93,985  
CASH, ENDING   $ 40,783     $ 30,378  
                 
Supplemental disclosure of cash flow information:                
Cash paid during the period                
Income taxes   $ -     $ -  
Interest   $ 3,975     $ 3,758  

 

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

 

F-5  

 

SHENZHEN SMART SKYLADDER IOT CO., LTD.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S PLANS

 

Shenzhen Smart Skyladder IoT Co., Ltd. and its subsidiary, Tianjin Zeyuan Elevator Co., Ltd. (collectively referred as “SZSS” or “the Company”) was incorporated under the laws of the People’s Republic of China (“China” or “PRC”). Shenzhen Smart Skyladder IoT Co., Ltd. is a provider of elevator services. The Company provides services throughout the entire elevator lifecycle, including sales, installation, repair, maintenance, renovation, and upgrades. The company serves a diverse user base, including governments, businesses, and households, and is committed to building a leading ecosystem for elevator safety management and intelligent operations.

 

Going Concern and Management’s Plans

 

The Company’s revenues for the six months ended June 30, 2025 and 2024 are approximately $1.7 million and $0.4 million, respectively. The Company incurred net loss of $0.1 million for both of the six months ended June 30, 2025 and 2024. Cash and cash equivalents at June 30, 2025 was $0.04 million, compared to cash and cash equivalents of $0.03 million as at June 30, 2024. As of June 30, 2025, the Company had a working capital of approximately $0.3 million, improved from a working capital of $0.1 million as of June 30, 2024.

 

As of June 30, 2025 and 2024, the Company had an accumulated deficit of $0.9 million and $0.6 million, respectively.

 

In September 2025, the Company’s intermediate holding company, Skyladder Holding Limited, entered into a Share Purchase Agreement with Taoping Holdings Limited (“THL”), a British Virgin Islands incorporated company wholly owned by Taoping Inc. (“TAOP”), a Nasdaq listed company. Pursuant to the Share Purchase Agreement, THL acquired 100% of the equity interest of the Company. The transaction was consummated on November 26, 2025. After the acquisition, the Company becomes a wholly owned subsidiary of THL and it is expected that more financial, technology and marketing support to be facilitated from TAOP in the future.

 

China’s elevator servicing market represents a good expanding opportunity. According to data from the State Administration for Market Regulation, China currently has approximately 12 million elevators in operation, with nearly 10% having been in service for more than 15 years. Renewal and servicing of aged elevators were treated as a national needs in China, as supported by the July 2024 and January 2025 State-issued policy, “Several Measures on Strengthening Support for Large-scale Equipment Renewal and Consumer Goods Trade-in”.

 

Given the net current assets position as at 30 June 2025 and the State-issued policy which supports the renewal and servicing of elevators, the consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

 

F-6  

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of Presentation and Principles of Consolidation

 

The consolidated financial statements as of June 30, 2025 and 2024 and for the six-month periods ended June 30, 2025 and 2024 are unaudited. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made to present fairly the financial position, the results of its operations and cash flows. Operating result as presented are necessarily indicative of the results to be expected for a full year. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Tianjin Zeyuan Elevator Co., Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

(b) Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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. These estimates are based on information as of the date of the financial statements. The Company’s significant estimates are used in assessment of credit losses, going concern assessment and revenue recognition. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates.

 

(c) Economic, Pandemic, Political, Geopolitical, and Exchange Risks

 

All the Company’s revenue-generating operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic, public health, and legal environments in the PRC, and by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks that are not typically relevant to companies in North America and Western Europe. These include risks associated with, among others, the political, economic, public health, legal environments, geopolitical influences, foreign currency exchange, and notably in recent events, where the government’s sudden interventions or modifications of the laws and regulations currently in effective could negatively impact the Company’s operations and financial results.

 

The functional currency of the Company is primarily the Chinese Renminbi Yuan (the “RMB”), which is not freely convertible into foreign currencies. The Company cannot guarantee that the current exchange rate will remain steady. Therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and yet, because of fluctuating exchange rates, record higher or lower profit depending on exchange rate of RMB. RMB are converted to United States Dollars (the “U.S. dollars”) on the relevant dates. The exchange rate could fluctuate depending on changes in the political and economic environment without notice.

 

(d) Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased and cash deposits with financial institutions with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents other than bank and cash as of June 30, 2025 and 2024.

 

Cash denominated in RMB with a U.S. dollar equivalent of $40,783 and $30,378 as of June 30, 2025 and 2024 were held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies. These balances held at financial institutions within China are not covered by insurance, however, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks over its cash in bank accounts. Management believes that these financial institutions are of high credit quality and the Management will continually monitor the banks’ creditworthiness.

 

F-7  

 

(e) Accounts Receivable

 

Accounts receivable are carried at carrying amount less allowance for credit losses, if any. The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments based on contractual terms. The Company reviews the collectability of its receivables on a regular and ongoing basis according to historical trend, and estimates its provision for expected credit losses on aging analysis taken forward-looking factors into account.

 

After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event that the Company recovers amounts previously provided for, the Company will reduce the specific allowance for credit losses. The balance of allowance for credit losses for the six months ended June 30, 2025 and 2024 were approximately $0.10 million and $0.02 million, respectively.

 

Accounts receivable as at June 30, 2025 and 2024 are as follows:

 

    June 30, 2025     June 30, 2024  
      (unaudited)       (unaudited)  
                 
Accounts receivable   $ 1,199,969     $ 214,316  
Allowance for credit losses     (100,932 )     (17,891 )
Accounts receivable, net   $ 1,099,037     $ 196,425  

 

Movements of allowance for credit losses for the periods ended December 30, 2025 and 2024 are as follows:

 

Balance at January 1, 2025   $ 85,277  
Increase in allowance for credit losses     14,671  
Amounts recovered during the period     -  
Foreign exchange difference     984  
Balance at June 30, 2025   $ 100,932  
         
Balance at January 1, 2024     39,446  
Decrease in allowance for credit losses     (4,165 )
Amounts recovered during the period     (17,004 )
Foreign exchange difference     (386 )
Balance at June 30, 2024   $ 17,891  

 

(f) Advances to suppliers

 

Advances to suppliers mainly included the cash deposits for the purpose of Products and services.

 

(g) Fair Value Measurement of Financial Instruments

 

Management has estimated that carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, advances to suppliers, other receivables, short-term bank loans, accounts payable, other payables and accrued expenses and amounts due to related parties, the carrying amount of these financial instruments approximates their fair value based on the short-term maturity in nature

 

F-8  

 

(h) Fair Value Accounting

 

Financial Accounting Standards Board (FASB) Accounting Standards Codifications (ASC) 820-10 “Fair Value Measurements and Disclosures” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). As required by ASC 820-10, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy under ASC 820-10 are described below:

 

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

(i) Inventories, net

 

Inventories are valued at the lower of cost (weighted average basis) and net realizable value. Net realizable value is the expected selling price in the ordinary course of business minus any costs of completion, disposal, and transportation to make the sale.

 

The Company performs an analysis of slow-moving or obsolete inventory periodically and any necessary valuation reserves, which could potentially be significant, are included in the period in which the evaluations are completed. Any inventory impairment results in a new cost basis for accounting purposes.

 

(j) Property, equipment and software, net

 

Property, equipment and software are stated at cost less accumulated amortization and depreciation. Amortization and depreciation are provided over the assets’ estimated useful lives, using the straight-line method. Estimated useful lives of property, equipment and software are as follows:

 

Electronic equipment, furniture and fixtures     3-5 years  
Purchased software     10 years  

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss are included in the Company’s results of operations.

 

(k) Business combination

 

In accordance with ASC 805, the Company applies acquisition method to account for business combination. The acquisition method requires that the fair value of the underlying exchange transaction is used to establish a new accounting basis of the acquired entity upon the acquirer taking control over the acquiree. Furthermore, because of obtaining control the acquirer is responsible and accountable for all of the acquiree’s assets, liabilities and operations, the acquirer recognizes and measures the assets acquired and liabilities assumed at their full fair values as of the date control is obtained, which may result in goodwill when purchase consideration exceeds the net of fair value of the assets acquired and liabilities assumed, or a bargain purchase gain, when the net of fair value of the assets acquired and liabilities assumed exceeds the purchase consideration, regardless of the percentage ownership in the acquiree or how to the acquisition was achieved.

 

F-9  

 

(l) Impairment of Long-Lived Assets

 

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Recoverability of assets to be held and used is determined by comparing their carrying amount with their expected net undiscounted future cash flows from the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by how much the carrying amount exceeds the fair value of the assets.

 

(m) Revenue Recognition

 

In accordance with the ASC 606, the Company recognizes revenues net of applicable taxes, when goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services.

 

The Company generates its revenue primarily from three sources: (1) project, (2) Maintenance, Repair and Operations supply (the “MRO”) and (3) services.

 

Project

 

Project represents two types of revenue, i.e. sales of products and installation services.

 

Product revenues are generated from the sale of elevators. The transfer of control is initiated when ordered equipment is delivered to a customer site as then the customer has the ability to direct the use of and obtain substantially all the remaining benefits from. The Company has acted as the principal of the contract. The Company recognized the product sales at the point of delivery.

 

Installation services provide mobility solutions with elevators for all applications and needs. The control is transferred continuously to the customer from the start of the installation of the unit, as the work performed enhances an asset controlled by the customer. Revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress. Incurred costs represent work performed, which corresponds with and best depicts transfer of control or the enhancement of the customer’s assets. Contract costs included in the calculation are comprised of materials, subcontractors’ costs or other direct costs. In developing the total cost estimates, the Company utilizes a combination of its historical cost experience and expected costs considering current circumstances.

 

MRO

 

MRO represents two types of revenue, i.e. revenues from maintenance services and repairs services.

 

Maintenance services are rendered by the Company for the installations carried out by us and other service providers. Control is transferred to the customer over the contract period based on the time elapsed. Maintenance revenue is recognized over the contract period as the service is provided, according to the agreed contractual terms and conditions.

 

Wide range of repair services are rendered by the Company to the installations carried out by us and other service providers. For repairs, the customer benefits from the service once the repair is completed, revenue is therefore recognized at the point of service completion.

 

F-10  

 

Service

 

Service represents two types of revenue, i.e. revenues from platform service and consultation services.

 

The Company owns a software which serves a platform providing elevator operational data to the customers through intelligent sensors installed in the elevators and connected to the platform. The customers purchase platform service will be granted periodic access rights to access the platform for the review of operational data of elevators. Given the continuous nature of this service, the Company recognizes revenue from platform service on a straight-line basis which aligns with the cost and benefit profile of this service. Platform revenue is recognized over the contract period as the service is provided.

 

Consultation services include the provision of solutions on technical issues relating to elevators and mechanical parking systems. The revenue is recognized when the service is completed and accepted by the customer.

 

Contract balances

 

The Company records advances from customers when cash payments are received or due in advance of its performance.

 

Practical expedients and exemptions

 

The Company generally expenses sales commissions and other incremental costs of obtaining a contract if any incurred because the amortization periods are typically less than one year.

 

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.

 

(n) Administrative expenses

 

Administrative expenses include management and office salaries and employee benefits, deprecation for office equipment, other office expenses and provision for allowance of credit losses.

 

(o) Selling expenses

 

Selling expenses mainly represent the operating expenses of sales department such as payroll, travel and entertainment expenses.

 

(p) Segment Reporting

 

The Company’s chief operating decision maker has been identified as its CEO, who reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company only has one reportable segment. The Company does not distinguish between markets or segments for the purpose for internal reporting. The Company’s long-lived assets are substantially all located in PRC and all of the Company’s revenues are derived from PRC.

 

In November 2023, the FASB issued Accounting Standard Update, or ASU 2023-07 – Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable segments in annual consolidated financial statements, including additional, more detailed information about a reportable segment’s expenses. The standard is effective for fiscal years beginning after December 15, 2023. The Company adopted ASU 2023-07 for the six months ended June 30, 2025 and 2024, retrospectively to all periods presented in the consolidated financial statement. The adoption of this ASU had no material impact on the Company’s consolidated financial position, results of operations, cash flows or disclosures.

 

F-11  

 

(q) Recent Accounting Pronouncements

 

In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. The amendments in this update are effective for the Company beginning January 1, 2024 on a prospective basis. The Company adopted this ASU from January 1, 2024, which is considered not have a material impact on the Company’s consolidated financial statements.

 

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this ASU from January 1, 2024, which did not have a material impact on the Company’s consolidated financial statements.

 

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted. This ASU is currently not expected to have a material impact on the Company’s consolidated financial statements.

 

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. A reporting entity is required to 1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e); 2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements; 3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and 4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on the Company’s consolidated financial statements.

 

F-12  

 

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20). The amendments in this ASU clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is in the process of assessing the impact of the amendments on the Company’s consolidated financial statements.

 

The Company has considered all other recently issued accounting pronouncements and does not believe that the adoption of such pronouncements will have a material impact on the consolidated financial statements.

 

3. RELATED PARTY TRANSACTIONS

 

(a) Consultation services from related party

 

The Company purchased consultation services from its related party, a company controlled by the shareholder, amounting to $13,788 for the six months ended June 30, 2025.

 

(b) Amounts due from/to related parties

 

As of June 30, 2025, the amounts due from related parties were $0.1 million. As of June 30, 2024 the amount due to related parties were $0.5 million. Both balance are unsecured, non-interest bearing and repayable on demand.

 

4. INCOME TAXES

 

The Group are governed by the income tax laws of the PRC and the income tax provision is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect of thereof. Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax at a rate of 25%.

 

5. PROPERTY, EQUIPMENT AND SOFTWARE, NET

 

As of June 30, 2025 and 2024, property, equipment and software consist of:

 

   

June 30, 2025

   

June 30, 2024

 
   

(unaudited)

    (unaudited)  
Electronic equipment, furniture and fixtures   $ 22,198     $ 7,398  
Purchased software     76,473       75,396  
      98,671       82,794  
Less: accumulated depreciation     (47,226 )     (36,035 )
Property, equipment and software, net   $ 51,445     $ 46,759  

 

Depreciation expense for the six months ended June 30, 2025 and 2024 amounted to $5,753 and $4,936, respectively.

 

F-13  

 

Management regularly evaluates property, equipment and software for impairment, if an event occurs or circumstances change that would potentially indicate that the carrying amount of the property, equipment and software exceeded its fair value.

 

6. INVENTORIES

 

As of June 30, 2025 and 2024, inventories consist of:

 

   

June 30, 2025

   

June 30, 2024

 
    (unaudited)     (unaudited)  
Raw materials   $ 3     $ 3  
Finished goods     113,982       435,255  
Inventories, gross     113,985       435,258  
Allowance for slow-moving or obsolete inventories     (15,447 )     (12,876 )
Inventories, net   $ 98,538     $ 422,382  

 

For the six months ended June 30, 2025 and 2024, the impairments for obsolete inventories were approximately $2,067 and nil, respectively. Impairment charges on inventories are included with administrative expenses

 

7. OTHER RECEIVABLES

 

Other receivables consist of the follows:

 

   

June 30, 2025

   

June 30, 2024

 
    (unaudited)     (unaudited)  
Advances to unrelated third parties   $ 67,049     $ 405,921  
Advances to employees     14,364       5,240  
Other tax receivables     30,404       -  
      111,817       411,161  

 

8. SHORT-TERM BANK LOANS

 

In December 2023, the Group obtained RMB 1.0 million loan from Tianjin Rural Commercial Bank with an interest rate of one-year LPR plus 215 basis points, the Group has repaid RMB 0.1 million during the six months ended June 30, 2024 and the remaining balance was fully repaid in December 2024.

 

In April and May 2025, the Group obtained another RMB 3.0 million and RMB 2.0 million facility lines from Industrial and Commercial Bank of China and China Construction Bank with an interest rate of one-year LPR plus 75 basis points and fixed rate of 3.05%, respectively. As of June 30, 2025, the Group has drawn bank loans of RMB 4.86 million in total.

 

9. OTHER PAYABLES AND ACCRUED EXPENSES

 

Other payables and accrued expenses consist of the follows:

 

   

June 30, 2025

   

June 30, 2024

 
    (unaudited)     (unaudited)  
Advances from unrelated third parties   $ 282,772     $ 8,848  
Other tax payables     -       8,571  
      282,772       17,419  

 

F-14  

 

9. CONTINGENCIES

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assess such contingent liabilities, and such assessment inherently involves an exercise of judgement. There are no any known commitments or contingencies as of June 30, 2025 and 2024.

 

10. CONCENTRATIONS

 

(a) Concentration of credit risk

 

As of June 30, 2025, two customers accounted for 74% and 14% of the Company’s total accounts receivable. As of June 30, 2024, three customers accounted for 48%, 21% and 13% of the Company’s total accounts receivables.

 

(b) Customer concentration risk

 

Two customers accounted for 36% and 24% of the Company’s total revenue for the six months ended June 30, 2025. Three customers accounted for 34%, 22% and 11% of the total revenue for the six months ended June 30, 2024. No other customer accounted for more than 10% of the Company’s revenue for the six months ended June 30, 2025 and 2024, respectively.

 

(c) Vendor concentration risk

 

For the six months ended June 30, 2025, 3 suppliers accounted for 52%, 25% and 11% of the Company’s total purchase costs. For the six months ended June 30, 2024, 4 suppliers accounted for 39%, 21%, 19% and 10% of the Company’s total purchase costs. No other supplier accounted for more than 10% of the Company’s purchases cost for the six months ended June 30, 2025 and 2024, respectively.

 

11. SUBSEQUENT EVENTS

 

On September 29, 2025, the Company’s intermediate holding company, Skyladder Holding Limited, and THL, a wholly owned subsidiary of TAOP, entered into a share purchase agreement pursuant to which THL agreed to acquire and Skyladder Holding Limited agreed to sell its 100% equity interest of the Company. The acquisition was completed on November 26, 2025.

 

F-15  

 

EX-99.3 5 ex99-3.htm EX-99.3

 

Exhibit 99.3

 

TIANJIN WEIDA ELEVARTOR CO., LTD.

FINANCIAL STATEMENTS

For the Years Ended December 31, 2024 and 2023

 

Table of Contents Page(s)
Independent Auditor’s Report F-2
Balance Sheets as of December 31, 2024 and 2023 F-3
Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023 F-4
Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024 and 2023 F-5
Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-6
Notes to the Financial Statements F-7

 

F-1

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Stockholders and the Board of Directors of Taoping Inc.

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Tianjin Weida Elevator Co., Ltd. (the “Company”) as of December 31, 2024 and 2023, the related statements of operations and comprehensive income/(loss), statements of changes in shareholders’ equity and statements of cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audits of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

 

As disclosed in Note 2 to the consolidated financial statements, the Company recognizes revenue from project and maintenance, repair and operations supply upon transfer of control of promised products or completion of service. Judgment is exercised by the management of the Company in determining recognition criteria through evaluation on the terms and conditions in the contracts with customers and the identification of performance obligations in the recognition of revenue. The principal considerations for our determination that revenue recognition is a critical audit matter are:

 

a. revenue is material to the consolidated financial statements; and

 

b. judgement by management of the Company in determining the recognition criteria to recognize revenue and the identification of performance obligations was extensive and it required a high degree of auditor judgement.

 

Our audit procedures in respect of the revenue recognition included:

 

a. understanding the system and reviewing related internal controls relevant to the revenue;

 

b. examining sales contracts with major customers in different revenue streams and evaluating the recognition criteria determined and the performance obligations identified by the management of the Company;

 

c. conducting substantive transaction and cut-off test;

 

d. conducting analytical review on revenue; and

 

e. considering the adequacy of the Company’s financial statements disclosures relating to revenue

 

/s/ PKF Littlejohn LLP

 

PKF Littlejohn LLP

 

London, United Kingdom

 

April 7, 2026

 

PCAOB ID: 2814

 

We have served as the Company’s auditor since October 9, 2025.

 

F-2

 

TIANJIN WEIDA ELEVATOR CO., LTD.

BALANCE SHEETS

DECEMBER 31, 2024 AND 2023

 

    NOTES   December 31, 2024     December 31, 2023  
                 
ASSETS                    
                     
CURRENT ASSETS                    
Cash and cash equivalents   2(d)   $ 137,651     $ 148,680  
Accounts receivable, net   2(e)     196,036       123,609  
Advances to suppliers   2(f)     425,819       54,837  
Other receivables   6     113,787       10,007  
TOTAL CURRENT ASSETS         873,293       337,133  
                     
Property and equipment, net   5     1,448       -  
Right of use assets         7,487       30,832  
TOTAL NON-CURRENT ASSETS         8,935       30,832  
TOTAL ASSETS       $ 882,228     $ 367,965  
                     
LIABILITIES AND EQUITY                    
                     
CURRENT LIABILITIES                    
Short-term bank loan   7   $ 293,171     $ 71,934  
Accounts payable         93,965       124,340  
Advances from customers   2(g)     364,933       21,370  
Amounts due to related parties   3(a)     56,846       62,830  
Other payables and accrued expenses   8     34,447       29,875  
TOTAL CURRENT LIABILITIES         843,362       310,349  
                     
EQUITY                    
Paid-in capital         217,413       217,413  
Accumulated deficit         (86,156 )     (68,802 )
Accumulated other comprehensive income         (92,391 )     (90,995 )
TOTAL EQUITY         38,866       57,616  
                     
TOTAL LIABILITIES AND EQUITY       $ 882,228     $ 367,965  

 

See Accompanying Notes to the Financial Statements

 

F-3

 

TIANJIN WEIDA ELEVATOR CO., LTD.

STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

    NOTES   2024     2023  
                 
Revenue – Project   2(m)   $ 254,331     $ 242,259  
Revenue – MRO   2(m)     420,986       279,797  
TOTAL REVENUE         675,317       522,056  
                     
Cost – Project         167,802       160,504  
Cost – MRO         275,183       187,338  
TOTAL COST         442,985       347,842  
                     
GROSS PROFIT         232,332       174,214  
                     
Administrative expenses   2(n)     237,712       257,294  
LOSS FROM OPERATIONS         (5,380 )     (83,080 )
                     
Other income, net         4,539       (20,927 )
Interest income         253       352  
Interest expense         (6,100 )     (1,570 )
                     
LOSS BEFORE INCOME TAXES         (6,688 )     (105,225 )
                     
Income tax expense   4     10,666       -  
                     
NET LOSS         (17,354 )     (105,225 )
                     
OTHER COMPREHENSIVE LOSS:                    
Foreign currency translation adjustment         (1,396 )     (4,229 )
TOTAL COMPREHENSIVE LOSS       $ (18,750 )   $ (109,454 )

 

See Accompanying Notes to the Financial Statements

 

F-4

 

TIANJIN WEIDA ELEVATOR CO., LTD.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

   

Paid in

Capital

   

Accumulated

Deficit

   

Accumulated

Comprehensive

Loss

    Total  
Balance as of January 1, 2023   $ 217,413     $ 36,423     $ (86,766 )   $ (167,070 )
Net loss     -       (105,225 )     -       (105,225 )
Foreign currency translation adjustment     -       -       (4,229 )     (4,229 )
Balance as of December 31, 2023   $ 217,413     $ (68,802 )   $ (90,995 )   $ 57,616  
Net loss     -       (17,354 )     -       (17,354 )
Foreign currency translation adjustment     -       -       (1,396 )     (1,396 )
Balance as of December 31, 2024   $ 217,413     $ (86,156 )   $ (92,391 )   $ 38,866  

 

See Accompanying Notes to the Financial Statements

 

F-5

 

TIANJIN WEIDA ELEVATOR CO., LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 

   

2024

    2023  
             
OPERATING ACTIVITIES                
Net loss   $ (17,354 )   $ (105,225 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Provision for credit losses on accounts receivable, other current assets, and advances to suppliers:     69,070       59,809  
Depreciation     342       -  
Exchange difference     (8,440 )     (9,074 )
Changes in operating assets and liabilities:                
Accounts receivable     (125,729 )     163,611  
Inventories                
Advances to suppliers     (393,675 )     68,501  
Other receivables     (110,643 )     9,626  
Accounts payable     (27,209 )     (164,338 )
Other payables and accrued expenses     5,511       20,487  
Advances from customers     349,393       1,665  
Lease liabilities     22,800       (30,909 )
Amounts due to related parties     (4,242 )     (78,412 )
Net cash used in operating activities     (240,176 )     (64,259 )
                 
INVESTING ACTIVITIES                
Purchases of property and equipment     (1,812 )     -  
Net cash used in investing activities     (1,812 )     -  
                 
FINANCING ACTIVITIES                
Proceeds from borrowings under short-term loan     297,614       72,112  
Repayment of short-term bank loan     (70,927 )     (33,370 )
Net cash provided by financing activities     226,687       38,742  
                 
Effect of exchange rate changes on cash and cash equivalents     4,272       4,560  
                 
NET DECREASE IN CASH     (11,029 )     (20,957 )
CASH, BEGINNING     148,680       169,637  
CASH, ENDING   $ 137,651     $ 148,680  
                 
Supplemental disclosure of cash flow information:                
Cash paid during the year                
Income taxes   $ -     $ -  
Interest   $ 6,100     $ 1,570  

 

See Accompanying Notes to the Financial Statements

 

F-6

 

TIANJIN WEIDA ELEVATOR CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

 

1. ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S PLANS

 

Tianjin Weida Elevator Co., Ltd. (“the Company”) was incorporated under the laws of the People’s Republic of China (“China” or “PRC”). It is a provider of elevator services. The Company provides services throughout the entire elevator lifecycle, including sales, installation, repair, maintenance, renovation, and upgrades. The company serves a diverse user base, including governments, businesses, and households, and is committed to building a leading ecosystem for elevator safety management and intelligent operations.

 

Going Concern and Management’s Plans

 

The Company’s revenues for the years ended December 31, 2024 and 2023 are approximately $0.7 million and $0.5 million, respectively. The Company incurred a net loss of $0.02 million and $0.1 million for year ended December 31, 2024 and 2023, respectively. Cash and cash equivalents at December 31, 2024 and 2023 was $0.1 million. As of December 31, 2024 and 2023, the Company had a working capital of approximately $0.03 million. As of December 31, 2024 and 2023, the Company had an accumulated deficit of $0.09 million and $0.07 million, respectively.

 

In September 2025, the Company’s intermediate holding company, Skyladder Holding Limited, entered into a Share Purchase Agreement with Taoping Holdings Limited (“THL”), a British Virgin Islands incorporated company wholly owned by Taoping Inc. (“TAOP”), a Nasdaq listed company. Pursuant to the Share Purchase Agreement, THL acquired 100% of the equity interest of the Company. The transaction was consummated on November 26, 2025. After the acquisition, the Company becomes a wholly owned subsidiary of THL and it is expected that more financial, technology and marketing support to be facilitated from TAOP in the future.

 

China’s elevator servicing market represents a good expanding opportunity. According to data from the State Administration for Market Regulation, China currently has approximately 12 million elevators in operation, with nearly 10% having been in service for more than 15 years. Renewal and servicing of aged elevators were treated as a national needs in China, as supported by the July 2024 and January 2025 State-issued policy, “Several Measures on Strengthening Support for Large-scale Equipment Renewal and Consumer Goods Trade-in”.

 

Given the net current assets position as at 31 December 2024 and the State-issued policy which supports the renewal and servicing of elevators, the financial statements have been prepared assuming that the Company will continue as a going concern.

 

F-7

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”).

 

(b) Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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. These estimates are based on information as of the date of the financial statements. The Company’s significant estimates are used in the assessment of credit losses, going concern assessment and revenue recognition. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates.

 

(c) Economic, Pandemic, Political, Geopolitical, and Exchange Risks

 

All the Company’s revenue-generating operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic, public health, and legal environments in the PRC, and by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks that are not typically relevant to companies in North America and Western Europe. These include risks associated with, among others, the political, economic, public health, legal environments, geopolitical influences, foreign currency exchange, and notably in recent events, where the government’s sudden interventions or modifications of the laws and regulations currently in effective could negatively impact the Company’s operations and financial results.

 

The functional currency of the Company is primarily the Chinese Renminbi Yuan (the “RMB”), which is not freely convertible into foreign currencies. The Company cannot guarantee that the current exchange rate will remain steady. Therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and yet, because of fluctuating exchange rates, record higher or lower profit depending on exchange rate of RMB. RMB are converted to United States Dollars (the “U.S. dollars”) on the relevant dates. The exchange rate could fluctuate depending on changes in the political and economic environment without notice.

 

(d) Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased and cash deposits with financial institutions with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents other than bank and cash as of December 31, 2024 and 2023.

 

Cash denominated in RMB with a U.S. dollar equivalent of $137,651 and $148,680 as of December 31, 2024 and 2023 were held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies. These balances held at financial institutions within China are not covered by insurance, however, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks over its cash in bank accounts. Management believes that these financial institutions are of high credit quality and the Management will continually monitor the banks’ creditworthiness.

 

(e) Accounts Receivable

 

Accounts receivable are carried at carrying amount less allowance for credit losses, if any. The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments based on contractual terms. The Company reviews the collectability of its receivables on a regular and ongoing basis according to historical trend, and estimates its provision for expected credit losses on aging analysis taken forward-looking factors into account.

 

F-8

 

After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event that the Company recovers amounts previously provided for, the Company will reduce the specific allowance for credit losses. The balance of allowance for credit losses for the years ended December 31, 2024 and 2023 were approximately $0.12 million and $0.07 million, respectively.

 

Accounts receivable as at December 31, 2024 and 2023 are as follows:

 

    December 31, 2024     December 31, 2023  
Accounts receivable   $ 311,997     $ 193,118  
Allowance for credit losses     (115,961 )     (69,509 )
Accounts receivable, net   $ 196,036     $ 123,609  

 

Movements of allowance for credit losses for the years ended December 31, 2024 and 2023 are as follows:

 

Balance at January 1, 2023   $ 18,577  
Increase in allowance for credit losses     51,557  
Foreign exchange difference     (625 )
Balance at December 31, 2023   $ 69,509  
Increase in allowance for credit losses     54,747  
Amounts recovered during the year     (5,563 )
Foreign exchange difference     (2,732 )
Balance at December 31, 2024   $ 115,961  

 

(f) Advances to Suppliers

 

Advances to suppliers mainly included the cash deposits for the purpose of products and services.

 

(g) Advances from Customers

 

Advances from customers represent cash received from customers as advance payments for the purchases of the Company’s products or services.

 

(h) Fair Value Measurement of Financial Instruments

 

Management has estimated that carrying amounts reported in the balance sheets for cash, accounts receivable, advances to suppliers, other receivables, short-term bank loans, accounts payable, advance from customers, other payables and accrued expenses and amounts due to related parties, the carrying amount of these financial instruments approximates their fair value based on the short-term maturity in nature.

 

(i) Fair Value Accounting

 

Financial Accounting Standards Board (FASB) Accounting Standards Codifications (ASC) 820-10 “Fair Value Measurements and Disclosures” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). As required by ASC 820-10, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy under ASC 820-10 are described below:

 

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

F-9

 

(j) Property and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation are provided over the assets’ estimated useful lives, using the straight-line method. Estimated useful lives of property, and equipment as follows:

 

Electronic equipment   3-5 years

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss are included in the Company’s results of operations.

 

(k) Leases

 

Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an assets and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. The Company has no finance leases.

 

Under ASC 842, the Company determines if an arrangement is a lease at inception. Operating leases right-of-use asset also includes any leases payments made prior to leases commencement and the initial cost incurred by the lessee and is recorded net of any lease incentives received. As the interest rates implicit in most of the leases are not readily determinable, the Company uses the incremental borrowing rates based on the information available at lease commencement to determine the present value of the future lease payments. The Company has elected not to recognize right-of-use assets and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.

 

(l) Impairment of Long-Lived Assets

 

Long-lived assets held and used by the Company is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Recoverability of assets to be held and used is determined by comparing their carrying amount with their expected net undiscounted future cash flows from the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by how much the carrying amount exceeds the fair value of the assets.

 

(m) Revenue Recognition

 

In accordance with the ASC 606, the Company recognizes revenues net of applicable taxes, when goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services.

 

F-10

 

The Company generates its revenue primarily from two sources: (1) project and (2) Maintenance, Repair and Operations supply (the “MRO”).

 

Project

 

Project represents two types of revenue, i.e. sales of products and installation services.

 

Product revenues are generated from the sale of elevators. The transfer of control is initiated when ordered equipment is delivered to a customer site as then the customer has the ability to direct the use of and obtain substantially all the remaining benefits from. The Company has acted as the principal of the contract. The Company recognized the product sales at the point of delivery.

 

Installation services provide mobility solutions with elevators for all applications and needs. The control is transferred continuously to the customer from the start of the installation of the unit, as the work performed enhances an asset controlled by the customer. Revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress. Incurred costs represent work performed, which corresponds with and best depicts transfer of control or the enhancement of the customer’s assets. Contract costs included in the calculation are comprised of materials, subcontractors’ costs or other direct costs. In developing the total cost estimates, the Company utilizes a combination of its historical cost experience and expected costs considering current circumstances.

 

MRO

 

MRO represents two types of revenue, i.e. revenues from maintenance services and repairs services.

 

Maintenance services are rendered by the Company for the installations carried out by us and other service providers. Control is transferred to the customer over the contract period based on the time elapsed. Maintenance revenue is recognized over the contract period as the service is provided, according to the agreed contractual terms and conditions.

 

Wide range of repair services are rendered by the Company to the installations carried out by us and other service providers. For repairs, the customer benefits from the service once the repair is completed, revenue is therefore recognized at the point of service completion.

 

Contract balances

 

The Company records advances from customers when cash payments are received or due in advance of its performance.

 

(n) Administrative expenses

 

Administrative expenses include management and office salaries and employee benefits, deprecation for office equipment, other office expenses and provision for allowance of credit losses.

 

(o) Income taxes and value-added tax (“VAT”)

 

The Company accounts for income taxes in accordance with the law of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been acted or substantively enacted by the balance sheet date.

 

F-11

 

Revenue represents the invoiced value of goods and services, net of VAT. The VAT is levied on the gross sales price with tax rates ranging from 6% to 13%, depending on the type of products sold or services provided. Business taxpayers, except for small business taxpayers with total revenue below a certain threshold, are allowed to take credit to offset VAT collected from customers with VAT paid to suppliers for goods or services received. Net balance of VAT is recorded in other receivable or other payable. All VAT tax returns filed by the Company and its subsidiary in the PRC remain subject to examination by the tax authorities for five years from the date of filing.

 

(p) Foreign Currency Translation

 

The functional currency of the Company is the RMB, which is not freely convertible into foreign currencies. The Company’s financial statements are maintained in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet date. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. Exchange gains or losses arising from foreign currency transactions are included in the determination of profit or loss for the respective periods.

 

The accompanying financial statements are presented in U.S. dollars. The Company’s assets and liabilities are translated into U.S. dollars from RMB at the exchange rate at the balance sheet date, revenues and expenses are translated at the average exchange rate during the period, and equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining profit or loss but are included in other comprehensive income, a component of equity.

 

The exchange rates adopted are as follows:

 

    December 31, 2024     December 31, 2023  
Year-end RMB to US$ exchange rate     7.2995       7.0898  
Average yearly RMB to US$ exchange rate     7.1905       7.0723  

 

No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

 

(q) Segment Reporting

 

The Company’s chief operating decision maker has been identified as its CEO, who reviews the results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company only has one reportable segment. The Company does not distinguish between markets or segments for the purpose for internal reporting. The Company’s long-lived assets are substantially all located in PRC and all of the Company’s revenues are derived from PRC.

 

In November 2023, the FASB issued Accounting Standard Update, or ASU 2023-07 – Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable segments in annual financial statements, including additional, more detailed information about a reportable segment’s expenses. The standard is effective for fiscal years beginning after December 15, 2023. The Company adopted ASU 2023-07 for the years ended December 31, 2024 and 2023, retrospectively to all periods presented in the financial statement. The adoption of this ASU had no material impact on the Company’s financial position, results of operations, cash flows or disclosures.

 

F-12

 

(r) Recent Accounting Pronouncements

 

In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. The amendments in this update are effective for the Company beginning January 1, 2024 on a prospective basis. The Company adopted this ASU from January 1, 2024, which is considered not have a material impact on the Company’s financial statements.

 

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this ASU from January 1, 2024, which did not have a material impact on the Company’s financial statements.

 

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our financial statements, once adopted. This ASU is currently not expected to have a material impact on the Company’s financial statements.

 

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. A reporting entity is required to 1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e); 2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements; 3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and 4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on the Company’s financial statements.

 

F-13

 

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20). The amendments in this ASU clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is in the process of assessing the impact of the amendments on the Company’s financial statements.

 

The Company has considered all other recently issued accounting pronouncements and does not believe that the adoption of such pronouncements will have a material impact on the financial statements.

 

3. RELATED PARTY TRANSACTIONS

 

(a) Amounts due to related parties

 

As of December 31, 2024 and 2023, the amounts due to related parties were $0.06 million and $0.06 million, respectively. The amounts due to related parties are unsecured, non-interest bearing and repayable on demand.

 

4. INCOME TAXES

 

The Company is governed by the income tax laws of the PRC and the income tax provision is calculated at the applicable tax rates on the taxable income for the years based on existing legislation, interpretations and practices in respect of thereof. Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax at a rate of 25%.

 

The Company has a tax loss carry forwards totaling $0.02 million and $0.03 million as of December 31, 2024 and 2023, which will expire on various dates through December 31, 2029 and 2028.

 

As of December 31, 2024 and 2023, the Company determined there were no uncertain tax position. The Company believes that there are no tax positions taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within 12 months of the reporting date.

 

5. PROPERTY AND EQUIPMENT, NET

 

As of December 31, 2024 and 2023, property and equipment consist of:

 

   

December 31, 2024

   

December 31, 2023

 
Electronic equipment, furniture and fixtures, gross   $ 1,785     $ -  
              -  
Less: accumulated depreciation     (337 )     -  
Electronic equipment, furniture and fixtures, net   $ 1,448     $ -  

 

Depreciation expense for the year ended December 31, 2024 amounted to $342.

 

Management regularly evaluates property and equipment for impairment, if an event occurs or circumstances change that would potentially indicate that the carrying amount of the property and equipment exceeded its fair value.

 

F-14

 

6. OTHER RECEIVABLES

 

Other receivables consist of the follows:

 

   

December 31, 2024

   

December 31, 2023

 
Advances to unrelated third parties   $ 28,448     $ 2,249  
Advances to a director     31,017       -  
Deposits     54,322       7,758  
      113,787       10,007  

 

7. SHORT-TERM BANK LOAN

 

In July 2022, the Company obtained a RMB 0.2 million loan from Agricultural Bank of China with an interest rate of one-year Loan Prime Rate (the “one-year LPR”) plus 30 basis points, which was fully repaid in July 2023. In August 2023, the Company obtained another RMB 0.5 million loan from China Construction Bank with an interest rate of one-year LPR plus 40 basis points, the amount was fully repaid in August 2024. In January 2024 and July 2024, the Company obtained a RMB 0.1 million loan from Agricultural Bank of China and RMB 2 million loan from China Construction Bank, respectively, with an interest rate of one-year LPR plus 40 basis points.

 

8. OTHER PAYABLES AND ACCRUED EXPENSES

 

Other payables and accrued expenses consist of the follows:

 

   

December 31, 2024

   

December 31, 2023

 
Advances from unrelated third parties   $ 5,206     $ 5,360  
Advances from employees     1,946       15,821  
Other tax payables     27,295       8,611  
Others     -       83  
      34,447       29,875  

 

9. CONTINGENCIES

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assess such contingent liabilities, and such assessment inherently involves an exercise of judgement. There are no any known commitments or contingencies as of December 31, 2024 and 2023.

 

10. CONCENTRATIONS

 

(a) Concentration of credit risk

 

As of December 31, 2024, three customers accounted for 25%, 23% and 11% of the Company’s total accounts receivables. As of December 31, 2023, four customers accounted for 22%, 21%, 18% and 13% of the Company’s total accounts receivables.

 

(b) Customer concentration risk

 

Two customers accounted for 23% and 18% of the Company’s total revenue for the year ended December 31, 2024. Three customers accounted for 25%, 20% and 10% of the total revenue for the year ended December 31, 2023. No other customer accounted for more than 10% of the Company’s revenue for the years ended December 31, 2024 and 2023, respectively.

 

(c) Vendor concentration risk

 

For the year ended December 31, 2024, a supplier accounted for 91% of the Company’s total purchase costs. For the year ended December 31, 2023, three suppliers accounted for 55%, 24% and 11% of the Company’s total purchase costs. No other supplier accounted for more than 10% of the Company’s purchases cost for the years ended December 31, 2024 and 2023, respectively.

 

11. SUBSEQUENT EVENTS

 

On September 29, 2025, the Company’s intermediate holding company, Skyladder Holding Limited, and THL, a wholly owned subsidiary of TAOP, entered into a share purchase agreement pursuant to which THL agreed to acquire and Skyladder Holding Limited agreed to sell its 100% equity interest of the Company. The acquisition was completed on November 26, 2025.

 

F-15

 

EX-99.4 6 ex99-4.htm EX-99.4

 

Exhibit 99.4

 

TIANJIN WEIDA ELEVAROT CO., LTD.

UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

 

Table of Contents Page(s)
Unaudited Condensed Balance Sheets as of June 30, 2025 and 2024 F-2
Unaudited Condensed Statements of Operations and Comprehensive Income (Loss) for the 6 months ended June 30, 2025 and 2024 F-3
Unaudited Condensed Statements of Changes in Shareholders’ Equity for the 6 months ended June 30, 2025 and 2024 F-4
Unaudited Condensed Statements of Cash Flows for the 6 months ended June 30, 2025 and 2024 F-5
Notes to the Unaudited Condensed Financial Statements F-6

 

F-1

 

TIANJIN WEIDA ELEVATOR CO., LTD.

UNAUDITED CONDENSED BALANCE SHEETS

JUNE 30, 2025 AND 2024

 

    NOTES   June 30, 2025     June 30, 2024  
        (Unaudited)     (Unaudited)  
ASSETS                    
                     
CURRENT ASSETS                    
Cash and cash equivalents   2(d)   $ 52,783     $ 159,050  
Accounts receivable, net   2(e)     415,721       135,316  
Advances to suppliers   2(f)     45,552       30,891  
Other receivables   6     109,013       26,745  
Amounts due from related parties   3(a)     325,203       -  
TOTAL CURRENT ASSETS         948,272       352,002  
                     
Property and equipment, net   5     3,028       1,753  
Right-of-use assets         -       18,793  
TOTAL NON-CURRENT ASSETS         3,028       20,546  
TOTAL ASSETS       $ 951,300     $ 372,548  
                     
LIABILITIES AND EQUITY                    
                     
CURRENT LIABILITIES                    
Short-term bank loan   7   $ 390,650     $ 89,411  
Accounts payable         132,470       108,813  
Advances from customers   2(g)     3,725       22,408  
Amount due to a related party   3(a)     -       61,274  
Accrued payroll and benefits         19,421       -  
Other payables and accrued expenses   8     100,407       28,609  
TOTAL CURRENT LIABILITIES         646,673       310,515  
                     
 EQUITY                    
Paid-in capital         389,297       217,413  
Accumulated deficit         (3,470 )     (62,904 )
Accumulated other comprehensive income         (81,200 )     (92,476 )
TOTAL EQUITY         304,627       62,033  
                     
TOTAL LIABILITIES AND EQUITY       $ 951,300     $ 372,548  

 

See Accompanying Notes to the Unaudited Condensed Financial Statements

 

F-2

 

TIANJIN WEIDA ELEVATOR CO., LTD.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

 

    NOTES   2025     2024  
        (Unaudited)     (Unaudited)  
                 
Revenue – Project   2(m)   $ 956,339     $ 80,973  
Revenue – MRO   2(m)     187,466       152,068  
TOTAL REVENUE         1,143,805       233,041  
                     
Cost – Project         662,851       53,490  
Cost – MRO         124,294       97,700  
TOTAL COST         787,145       151,190  
                     
GROSS PROFIT         356,660       81,851  
                     
Administrative expenses   2(n)     203,169       78,224  
PROFIT FROM OPERATIONS         153,491       3,627  
                     
Other (loss) income, net         (8,659 )     3,916  
Interest income         81       117  
Interest expense         (7,109 )     (1,762 )
                     
PROFIT BEFORE INCOME TAXES         137,804       5,898  
                     
Income tax expense   4     (55,118 )     -  
                     
NET PROFIT         82,686       5,898  
                     
OTHER COMPREHENSIVE INCOME:                    
Foreign currency translation adjustment         11,191       (1,481 )
TOTAL COMPREHENSIVE INCOME       $ 93,877     $ 4,417  

 

See Accompanying Notes to the Unaudited Condensed Financial Statements

 

F-3

 

TIANJIN WEIDA ELEVATOR CO., LTD.

UNAIDTED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

 

   

Paid in

Capital

   

Accumulated

Deficit

   

Accumulated

Comprehensive

Income (Loss)

    Total  
Balance as of January 1, 2025   $ 217,413     $ (86,156 )   $ (92,391 )   $ 38,866  
Net income     -       82,686       -       82,686  
Foreign currency translation adjustment     -       -       11,191       11,191  
Capital contributions     171,884       -       -       171,884  
Balance as of June 30, 2025 (unaudited)   $ 389,297     $ (3,470)     $ (81,200 )   $ 304,627  
                                 
Balance as of January 1, 2024   $ 217,413     $ (68,802 )   $ (90,995 )   $ 57,616  
Net income     -       5,898       -       5,898  
Foreign currency translation adjustment     -       -       (1,481 )     (1,481 )
Balance as of June 30, 2024 (unaudited)   $ 217,413     $ (62,904 )   $ (92,476 )   $ 62,033  

 

See Accompanying Notes to the Unaudited Condensed Financial Statements

 

F-4

 

TIANJIN WEIDA ELEVATOR CO., LTD.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHES ENDED JUNE 30, 2025 AND 2024

 

   

Six Months Ended

June 30, 2025

   

Six Months Ended

June 30, 2024

 
    (Unaudited)     (Unaudited)  
OPERATING ACTIVITIES                
Net income   $ 82,686     $ 5,898  
Adjustments to reconcile net loss to net cash used in operating activities:                
Provision for (Reversal of) credit losses on accounts receivable, other current assets, and advances to suppliers:     68,633       (5,508 )
Depreciation     381       40  
Exchange difference     4,039       (7,493 )
Changes in operating assets and liabilities:                
Accounts receivable     (278,292 )     (9,351 )
Lease liabilities     7,535       11,379  
Advances to suppliers     389,006       22,750  
Other receivables     (2,555 )     (17,142 )
Accounts payable     36,342       (12,562 )
Other payables and accrued expenses     83,750       (530 )
Advances from customers     (363,594 )     1,582  
Amounts due from/to related parties     (167,493 )     -  
Net cash used in operating activities     (139,562 )     (10,937 )
                 
INVESTING ACTIVITIES                
Purchases of property and equipment     (1,915 )     (1,809 )
Net cash used in investing activities     (1,915 )     (1,809 )
                 
FINANCING ACTIVITIES                
Proceeds from additional capital     179,238       -  
Proceeds from borrowings under short-term loan     110,300       90,232  
Repayment of short-term bank loan     (19,303 )     (70,797 )
Advances to related parties     (211,091 )        
Net cash provided by financing activities     59,144       19,435  
                 
Effect of exchange rate changes on cash and cash equivalents     (2,535 )     3,681  
                 
NET (DECREASE) INCREASE IN CASH     (84,868 )     10,370  
CASH, BEGINNING     137,651       148,680  
CASH, ENDING   $ 52,783     $ 159,050  
                 
Supplemental disclosure of cash flow information:                
Cash paid during the period                
Income taxes   $ -     $ -  
Interest   $ 7,109     $ 1,762  

 

See Accompanying Notes to the Unaudited Condensed Financial Statements

 

F-5

 

TIANJIN WEIDA ELEVATOR CO., LTD.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

1. ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S PLANS

 

Tianjin Weida Elevator Co., Ltd. (the “Company”) was incorporated under the laws of the People’s Republic of China (“China” or “PRC”). It is a provider of elevator services. The Company provides services throughout the entire elevator lifecycle, including sales, installation, repair, maintenance, renovation, and upgrades. The company serves a diverse user base, including governments, businesses, and households, and is committed to building a leading ecosystem for elevator safety management and intelligent operations.

 

Going Concern and Management’s Plans

 

The Company’s revenues for the six months ended June 30, 2025 and 2024 are approximately $1.1 million and $0.2 million, respectively. The Company incurred net profit of $0.1 million and $0.01 million for the six months ended June 30, 2025 and 2024, respectively. Cash and cash equivalents at June 30, 2025 was $0.05 million, compared to cash and cash equivalents of $0.2 million as at June 30, 2024. As of June 30, 2025, the Company had a working capital of approximately $0.3 million, improved from a working capital of $0.04 million as of June 30, 2024. As of June 30, 2025 and 2024, the Company had an accumulated deficit of 0.003 million and $0.06 million, respectively.

 

In September 2025, the Company’s intermediate holding company, Skyladder Holding Limited, entered into a Share Purchase Agreement with Taoping Holdings Limited (“THL”), a British Virgin Islands incorporated company wholly owned by Taoping Inc. (“TAOP”), a Nasdaq listed company. Pursuant to the Share Purchase Agreement, THL acquired 100% of the equity interest of the Company. The transaction was consummated on November 26, 2025. After the acquisition, the Company becomes a wholly owned subsidiary of THL and it is expected that more financial, technology and marketing support to be facilitated from TAOP in the future.

 

China’s elevator servicing market represents a good expanding opportunity. According to data from the State Administration for Market Regulation, China currently has approximately 12 million elevators in operation, with nearly 10% having been in service for more than 15 years. Renewal and servicing of aged elevators were treated as a national needs in China, as supported by the July 2024 and January 2025 State-issued policy, “Several Measures on Strengthening Support for Large-scale Equipment Renewal and Consumer Goods Trade-in”.

 

Given the net current assets position as at 30 June 2025 and the State-issued policy which supports the renewal and servicing of elevators, the financial statements have been prepared assuming that the Company will continue as a going concern.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of Presentation

 

The financial statements as of June 30, 2025 and 2024 and for the six-month periods ended June 30, 2025 and 2024 are unaudited. The accompanying unaudited condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made to present fairly the financial position, the results of its operations and cash flows. Operating result as presented are necessarily indicative of the results to be expected for a full year.

 

F-6

 

(b) Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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. These estimates are based on information as of the date of the financial statements. The Company’s significant estimates are used in assessment of credit losses, going concern assessment and revenue recognition. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates.

 

(c) Economic, Pandemic, Political, Geopolitical, and Exchange Risks

 

All the Company’s revenue-generating operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic, public health, and legal environments in the PRC, and by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks that are not typically relevant to companies in North America and Western Europe. These include risks associated with, among others, the political, economic, public health, legal environments, geopolitical influences, foreign currency exchange, and notably in recent events, where the government’s sudden interventions or modifications of the laws and regulations currently in effective could negatively impact the Company’s operations and financial results.

 

The functional currency of the Company is primarily the Chinese Renminbi Yuan (the “RMB”), which is not freely convertible into foreign currencies. The Company cannot guarantee that the current exchange rate will remain steady. Therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and yet, because of fluctuating exchange rates, record higher or lower profit depending on exchange rate of RMB. RMB are converted to United States Dollars (the “U.S. dollars”) on the relevant dates. The exchange rate could fluctuate depending on changes in the political and economic environment without notice.

 

(d) Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased and cash deposits with financial institutions with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents other than bank and cash as of June 30, 2025 and 2024.

 

Cash denominated in RMB with a U.S. dollar equivalent of $52,783 and $159,050 as of June 30, 2025 and 2024 were held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies. These balances held at financial institutions within China are not covered by insurance, however, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks over its cash in bank accounts. Management believes that these financial institutions are of high credit quality and the Management will continually monitor the banks’ creditworthiness.

 

F-7

 

(e) Accounts Receivable

 

Accounts receivable are carried at carrying amount less allowance for credit losses, if any. The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments based on contractual terms. The Company reviews the collectability of its receivables on a regular and ongoing basis according to historical trend, and estimates its provision for expected credit losses on aging analysis taken forward-looking factors into account.

 

After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event that the Company recovers amounts previously provided for, the Company will reduce the specific allowance for credit losses. The balance of allowance for credit losses for the six months ended June 30, 2025 and 2024 were approximately $0.20 million and $0.06 million, respectively.

 

Accounts receivable as at June 30, 2025 and 2024 are as follows:

 

    June 30, 2025     June 30, 2024  
    (unaudited)     (unaudited)  
Accounts receivable   $ 620,667     $ 197,600  
Allowance for credit losses     (204,946 )     (62,284 )
Accounts receivable, net   $ 415,721     $ 135,316  

 

Movements of allowance for credit losses for the periods ended June 30, 2025 and 2024 are as follows:

 

Balance at January 1, 2025   $ 115,961  
Increase in allowance for credit losses     85,827  
Foreign exchange difference     3,158  
Balance at June 30, 2025   $ 204,946  
         
Balance at January 1, 2024     69,509  
Amounts recovered during the period     (5,563 )
Foreign exchange difference     (1,662 )
Balance at June 30, 2024   $ 62,284  

 

(f) Advances to Suppliers

 

Advances to suppliers mainly included the cash deposits for the purpose of products and services.

 

(g) Advances from Customers

 

Advances from customers represent cash received from customers as advance payments for the purchases of the Company’s products or services.

 

(h) Fair Value Measurement of Financial Instruments

 

Management has estimated that carrying amounts reported in the balance sheets for cash, accounts receivable, advances to suppliers, other receivables, short-term bank loans, accounts payable, other payables and accrued expenses and amounts due from/to related parties, the carrying amount of these financial instruments approximates their fair value based on the short-term maturity in nature.

 

F-8

 

(i) Fair Value Accounting

 

Financial Accounting Standards Board (FASB) Accounting Standards Codifications (ASC) 820-10 “Fair Value Measurements and Disclosures” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). As required by ASC 820-10, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy under ASC 820-10 are described below:

 

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

(j) Property and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation are provided over the assets’ estimated useful lives, using the straight-line method. Estimated useful lives of property and equipment are as follows:

 

Electronic equipment 3-5 years

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss are included in the Company’s results of operations.

 

(k) Leases

 

Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an assets and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. The Company has no finance leases.

 

Under ASC 842, the Company determines if an arrangement is a lease at inception. Operating leases right-of-use asset also includes any leases payments made prior to leases commencement and the initial cost incurred by the lessee and is recorded net of any lease incentives received. As the interest rates implicit in most of the leases are not readily determinable, the Company uses the incremental borrowing rates based on the information available at lease commencement to determine the present value of the future lease payments. The Company has elected not to recognize right-of-use assets and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.

 

(l) Impairment of Long-Lived Assets

 

Long-lived assets held and used by the Company is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Recoverability of assets to be held and used is determined by comparing their carrying amount with their expected net undiscounted future cash flows from the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by how much the carrying amount exceeds the fair value of the assets.

 

F-9

 

(m) Revenue Recognition

 

In accordance with the ASC 606, the Company recognizes revenues net of applicable taxes, when goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services.

 

The Company generates its revenue primarily from two sources: (1) project and (2) Maintenance, Repair and Operations supply (the “MRO”).

 

Project

 

Project represents two types of revenue, i.e. sales of products and installation services.

 

Product revenues are generated from the sale of elevators. The transfer of control is initiated when ordered equipment is delivered to a customer site as then the customer has the ability to direct the use of and obtain substantially all the remaining benefits from. The Company has acted as the principal of the contract. The Company recognized the product sales at the point of delivery.

 

Installation services provide mobility solutions with elevators for all applications and needs. The control is transferred continuously to the customer from the start of the installation of the unit, as the work performed enhances an asset controlled by the customer. Revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress. Incurred costs represent work performed, which corresponds with and best depicts transfer of control or the enhancement of the customer’s assets. Contract costs included in the calculation are comprised of materials, subcontractors’ costs or other direct costs. In developing the total cost estimates, the Company utilizes a combination of its historical cost experience and expected costs considering current circumstances.

 

MRO

 

MRO represents two types of revenue, i.e. revenues from maintenance services and repairs services.

 

Maintenance services are rendered by the Company for the installations carried out by us and other service providers. Control is transferred to the customer over the contract period based on the time elapsed. Maintenance revenue is recognized over the contract period as the service is provided, according to the agreed contractual terms and conditions.

 

Wide range of repair services are rendered by the Company to the installations carried out by us and other service providers. For repairs, the customer benefits from the service once the repair is completed, revenue is therefore recognized at the point of service completion.

 

Contract balances

 

The Company records advances from customers when cash payments are received or due in advance of its performance.

 

(n) Administrative expenses

 

Administrative expenses include management and office salaries and employee benefits, deprecation for office equipment, other office expenses and provision for allowance of credit losses.

 

F-10

 

(o) Segment Reporting

 

The Company’s chief operating decision maker has been identified as its CEO, who reviews the results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company only has one reportable segment. The Company does not distinguish between markets or segments for the purpose for internal reporting. The Company’s long-lived assets are substantially all located in PRC and all of the Company’s revenues are derived from PRC.

 

In November 2023, the FASB issued Accounting Standard Update, or ASU 2023-07 – Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable segments in annual financial statements, including additional, more detailed information about a reportable segment’s expenses. The standard is effective for fiscal years beginning after December 15, 2023. The Company adopted ASU 2023-07 for the six months ended June 30, 2025 and 2024, retrospectively to all periods presented in the financial statement. The adoption of this ASU had no material impact on the Company’s financial position, results of operations, cash flows or disclosures.

 

(p) Recent Accounting Pronouncements

 

In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. The amendments in this update are effective for the Company beginning January 1, 2024 on a prospective basis. The Company adopted this ASU from January 1, 2024, which is considered not have a material impact on the Company’s financial statements.

 

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this ASU from January 1, 2024, which did not have a material impact on the Company’s financial statements.

 

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our financial statements, once adopted. This ASU is currently not expected to have a material impact on the Company’s financial statements.

 

F-11

 

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. A reporting entity is required to 1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e); 2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements; 3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and 4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on the Company’s financial statements.

 

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20). The amendments in this ASU clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is in the process of assessing the impact of the amendments on the Company’s financial statements.

 

The Company has considered all other recently issued accounting pronouncements and does not believe that the adoption of such pronouncements will have a material impact on the financial statements.

 

3. RELATED PARTY TRANSACTIONS

 

(a) Amounts due from/to related parties

 

As of June 30, 2025, the amounts due from related parties were $0.3 million. As of June 30, 2024 the amount due to a related party was $0.06 million. Both balance are unsecured, non-interest bearing and repayable on demand.

 

4. INCOME TAXES

 

The Company is governed by the income tax laws of the PRC and the income tax provision is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect of thereof. Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax at a rate of 25%.

 

5. PROPERTY AND EQUIPMENT, NET

 

As of June 30, 2025 and 2024, property and equipment consist of:

 

   

June 30, 2025

   

June 30, 2024

 
   

(unaudited)

    (unaudited)  
Electronic equipment   $ 3,756     $ 1,792  
                 
Less: accumulated depreciation     (728 )     (39 )
Electronic equipment, furniture and fixtures   $ 3,028     $ 1,753  

 

Depreciation expense for the six months ended June 30, 2025 and 2024 amounted to $381 and $40, respectively.

 

Management regularly evaluates property and equipment for impairment, if an event occurs or circumstances change that would potentially indicate that the carrying amount of the property and equipment exceeded its fair value.

 

F-12

 

6. OTHER RECEIVABLES

 

Other receivables consist of the follows:

 

   

June 30, 2025

   

June 30, 2024

 
    (unaudited)     (unaudited)  
Advances to unrelated third parties   $ 101,961     $ 26,745  
Advances to employees     7,052       -  
      109,013       26,745  

 

7. SHORT-TERM BANK LOANS

 

In August 2023, the Company obtained RMB 0.5 million loan from China Construction Bank with an interest rate of one-year LPR plus 40 basis points, the amount was fully repaid in August 2024. In January 2024 and July 2024, the Company obtained a RMB 0.1 million loan from Agricultural Bank of China and RMB 2 million loan from China Construction Bank, respectively, with an interest rate of one-year LPR plus 40 basis points. In January 2025, the Company obtained a RMB 0.8 million from Agricultural Bank of China with an interest rate of one-year LPR plus 40 basis points.

 

8. OTHER PAYABLES AND ACCRUED EXPENSES

 

Other payables and accrued expenses consist of the follows:

 

   

June 30, 2025

   

June 30, 2024

 
    (unaudited)     (unaudited)  
Advances from unrelated third parties   $ 5,302     $ 5,227  
Other tax payables     95,105       7,643  
Advance from a director     -       15,739  
      100,407       28,609  

 

9. CONTINGENCIES

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assess such contingent liabilities, and such assessment inherently involves an exercise of judgement. There are no any known commitments or contingencies as of June 30, 2025 and 2024.

 

10. CONCENTRATIONS

 

(a) Concentration of credit risk

 

As of June 30, 2025, four customers accounted for 39%, 15%, 12% and 11% of the Company’s total accounts receivable. As of June 30, 2024, four customers accounted for 20%, 16%, 14% and 13% of the Company’s total accounts receivables.

 

(b) Customer concentration risk

 

One customer accounted for 53% of the Company’s total revenue for the six months ended June 30, 2025. Three customers accounted for 23%, 21%, and 18% of the total revenue for the six months ended June 30, 2024. No other customer accounted for more than 10% of the Company’s revenue for the six months ended June 30, 2025 and 2024, respectively.

 

(c) Vendor concentration risk

 

For the six months ended June 30, 2025, 3 suppliers accounted for 48%, 15% and 10% of the Company’s total purchase costs. For the six months ended June 30, 2024, a supplier accounted for 35% of the Company’s total purchase costs. No other supplier accounted for more than 10% of the Company’s purchases cost for the six months ended June 30, 2025 and 2024, respectively.

 

11. SUBSEQUENT EVENTS

 

On September 29, 2025, the Company’s intermediate holding company, Skyladder Holding Limited, and THL, a wholly owned subsidiary of TAOP, entered into a share purchase agreement pursuant to which THL agreed to acquire and Skyladder Holding Limited agreed to sell its 100% equity interest of the Company. The acquisition was completed on November 26, 2025.

 

F-13

 

EX-99.5 7 ex99-5.htm EX-99.5

 

Exhibit 99.5

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

On September 29, 2025, Taoping Inc. (“TAOP”) and Taoping Holdings Limited (“THL”), a wholly owned subsidiary of TAOP, entered into a share purchase agreement with Skyladder Holding Limited to acquire 100% equity interest in Skyladder Group Limited (“SGL”) (the “Acquisition”). The Acquisition was consummated on November 26, 2025, and as a result, SGL became a wholly owned subsidiary of THL. The ownership of SGL by THL will be beneficial to the synergy of the Company’s business integration. Pursuant to the share purchase agreement, as amended (the “Purchase Agreement”), the total maximum consideration for the Acquisition on the Purchase Agreement date is RMB 152 million (approximately US$21.36 million), payable in 7,882,921 ordinary shares of the Company, with no par value per share (the “Consideration Shares”). The Consideration Shares are to be issued in a single batch within 10 business days after all closing conditions have been satisfied or waived and the equity transfer of the Target has been completed in Hong Kong. All of the Consideration Shares are subject to forfeiture in the event that SGL fails to meet specified revenue and net profit (after tax) targets (the “Performance Targets”) for various time periods as set forth in the Purchase Agreement. The fair value of the Consideration Shares as of the acquisition date, determined based on the probability-weighted assessment of achieving the Performance Targets, is reflected in the purchase price allocation set out in Note 2 below.

 

The unaudited Pro Forma Condensed Combined Financial Information set out below has been prepared in accordance with Article 11 of Regulation S-X, as amended by the Securities and Exchange Commission (“SEC”) Final Rule Release No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses, using accounting policies in accordance with principles generally accepted in the United States of America (“US GAAP”).

 

The Unaudited Pro Forma Condensed Combined Balance Sheets as of June 30, 2025 give the effect to the Acquisition as if it had occurred on June 30, 2025. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2025 and for the year ended December 31, 2024 give effect to the Acquisition as if it had occurred on January 1, 2025 and 2024, respectively.

 

The unaudited Pro Forma Condensed Combined Financial Information reflects transaction-related adjustments management believes are necessary to present fairly TAOP’s Pro Forma Financial Statements. No adjustments have been made to reflect the potential operating synergies and administrative cost savings or the costs of integration activities that could result from the Acquisition.

 

The unaudited Pro Forma Condensed Combined Financial Information has been prepared for illustrative purposes only. The hypothetical position or results included in the unaudited Pro Forma Condensed Combined Financial Information may differ from SGL’s actual financial position or results. The unaudited Pro Forma Condensed Combined Financial Information has been prepared on the basis set out in the notes below and has been prepared in a manner consistent with the accounting policies applied by TAOP in its historical financial statements for the six months ended June 30, 2025 and for the year ended December 31, 2024.

 

The unaudited Pro Forma Condensed Combined Financial Information may not be indicative of the results of operations that would have occurred if the transactions reflected therein had been in effect on the dates indicated or the results that may be obtained in the future.

 

The unaudited Pro Forma Condensed Combined Financial Information should be read in conjunction with: (1) the consolidated financial statements and related notes of TAOP which were included in the Annual Report on Form 20-F of TAOP for the year ended December 31, 2024 filed with the SEC on April 29, 2025, and Form 6-K for the six months ended June 30, 2025 filed with the SEC on October 1, 2025 and (2) the unaudited financial statements and related notes of Shenzhen Smart Skyladder IoT Co., Ltd. and its subsidiary, Tianjin Zeyuan Elevator Co., Ltd. (collectively “Shenzhen Skyladder” or “SZSS”) and Tianjin Weida Elevator Co., Ltd. (“Tianjin Weida” or “TJWD”) as of and for the six months ended June 30, 2025, and their audited financial statements as of and for the year ended December 31, 2024.

 

 

 

Taoping Inc.

Unaudited Pro Forma

Condensed Combined Balance Sheets

As of June 30, 2025

 

                Transaction        
                Accounting       Pro Forma
    TAOP   SZSS   TJWD   Adjustments   Note 3   Combined
ASSETS                                            
CURRENT ASSETS                                            
Cash and cash equivalents   $ 2,172,690     $ 40,783     $ 52,783     $ 32,601     (a)   $ 2,298,857  
Accounts receivable, net     7,960,652       1,099,037       415,721                   9,475,410  
Advances to suppliers     7,651,067       231,534       45,552       1,093     (a)     7,929,246  
Prepaid expenses     86,128       -       -                   86,128  
Inventories, net     2,311,924       98,538       -                   2,410,462  
Other current assets     3,867,614       111,817       109,013                   4,088,444  
Right of use asset     -       -       -       104,769     (a)     104,769  
Amounts due from related parties     -       116,550       325,203       (220,871 )   (d)     220,882  
TOTAL CURRENT ASSETS     24,050,075       1,698,259       948,272       (82,408 )         26,614,198  
Property, equipment and software, net     6,216,715       51,445       3,028                   6,271,188  
Long-term investment     49,489       -       -                   49,489  
Goodwill     -       -       -       7,277,374     (f)     7,277,374  
TOTAL ASSETS     30,316,279       1,749,704       951,300       7,194,966           40,212,249  
                                             
LIABILITIES AND EQUITY                                            
CURRENT LIABILITIES                                            
Short-term bank loans     2,125,138       678,057       390,650                   3,193,845  
Accounts payable     400,583       385,375       132,470                   918,428  
Advances from customers     457,207       -       3,725                   460,932  
Advances from customers-related parties     2,895       -       -                   2,895  
Amounts due to related parties     2,283,861       -       -       930,309     (a)(c)(d)     3,214,170  
Accrued payroll and benefit     348,222       28,185       19,421       33,526     (a)     429,354  
Other payables and accrued expenses     3,905,197       282,772       100,407       169,043     (a)     4,457,419  
Income tax payable     2,874       -       -                   2,874  
Derivative financial liabilities     314,935       -       -                   314,935  
Convertible note payable     247,356       -       -                   247,356  
Lease liability     -       -       -      

109,978

    (a)    

109,978

 
TOTAL CURRENT LIABILITIES     10,088,268       1,374,389       646,673       1,242,856           13,352,186  
                                             

Long-term bank loans

    5,752,188       -       -                   5,752,188  
TOTAL LIABILITIES     15,840,456       1,374,389       646,673       1,242,856           19,104,374  
                                             
EQUITY                                            
Ordinary shares     173,810,795       1,279,958       389,297       16,461,463     (a)(b)(c)(f)     191,941,513  
Additional paid-in capital     22,447,083       -       -       (11,473,576 )   (f)     10,973,507  
Reserve     10,209,086       -       -       (25,088 )   (c)(f)     10,183,998  
Accumulated deficit     (215,251,484 )     (933,057 )     (3,470 )     936,525     (a)(b)(c)     (215,251,486 )
Accumulated other comprehensive income     23,260,343       28,414       (81,200 )     52,786     (a)(b)(c)     23,260,343  
Total equity of the Company     14,475,823       375,315       304,627       5,952,110           21,107,875  
Non-controlling interest     -       -       -       -           -  
TOTAL EQUITY     14,475,823       375,315       304,627       5,952,110           21,107,875  
TOTAL LIABILITIES AND EQUITY   $ 30,316,279     $ 1,749,704     $ 951,300     $ 7,194,966         $ 40,212,249  

 

 

 

Taoping Inc.

Unaudited Pro Forma

Condensed Combined Statement of Operations

For the year ended December 31, 2024

 

                      Transaction            
                      Accounting         Pro Forma  
    TAOP     SZSS     TJWD     Adjustments     Note 3   Combined  
Revenue – Products   $ 24,494,503       -       -               $ 24,494,503  
Revenue – Products-related parties     134,077       -       -                            134,077  
Revenue – Advertising     4,290,173       -       -                   4,290,173  
Revenue – Software     7,446,966       -       -                   7,446,966  
Revenue – Service     -       114,600       -                   114,600  
Revenue – MRO     -       311,887       420,986                   732,873  
Revenue –Project     -       583,095       254,331                   837,426  
Revenue – Others     304,484       -       -                   304,484  
Revenue – Other-related parties     2,309       -       -                   2,309  
TOTAL REVENUE     36,672,512       1,009,582       675,317                   38,357,411  
                                             
Cost – Products     22,148,743       -       -                   22,148,743  
Cost – Advertising     4,307,542               -                   4,307,542  
Cost – Software     2,430,562       -       -                   2,430,562  
Cost – Service     -       47,653       -                   47,653  
Cost – MRO     -       264,074       275,183                   539,257  
Cost – Project     -       512,457       167,802                   680,259  
Cost – Other     15,215       -       -                   15,215  
TOTAL COST     28,902,062       824,184       442,985                   30,169,231  
                                             
GROSS PROFIT     7,770,450       185,398       232,332                   8,188,180  
                                             
Administrative expenses     6,209,596       490,224       237,712                   6,937,532  
Research and development expenses     2,424,127       -       -                   2,424,127  
Selling expenses     745,289       7,989       -                   753,278  
LOSS FROM OPERATIONS     (1,608,562 )     (312,815 )     (5,380 )                 (1,926,757 )
                                             
Subsidy income     58,540       -       -                   58,540  
Other income, net     203,081       37,022       4,539                   244,642  
Interest expense and debt discounts, net of interest income     (458,303 )     (6,590 )     (5,847 )                 (470,740 )
(LOSS) BEFORE INCOME TAXES     (1,805,244 )     (282,383 )     (6,688 )                 (2,094,315 )
                                             
Income tax (expense)     (14,143 )     -       (10,666 )                 (24,809 )
NET (LOSS)     (1,819,387 )     (282,383 )     (17,354 )               $ (2,119,124 )
Less: Net (loss) attributable to the non-controlling interest     -       -       -                   -  
NET (LOSS) ATTRIBUTABLE TO THE COMPANY   $ (1,819,387 )   $ (282,383 )     (17,354 )               $ (2,119,124 )
(Loss) per share - Basic and Diluted                                            
Basic   $ (7.60 )                               $ (0.26 )
Diluted   $ (7.60 )                               $ (0.26 )
(LOSS) PER SHARE ATTRIBUTABLE TO THE COMPANY                                            
Basic   $ (7.60 )                               $ (0.26 )
Diluted   $ (7.60 )                               $ (0.26 )
Weighted average number of shares*     239,335                                   8,101,447  

 

* On May 29, 2025, the Company implemented a one-for-thirty reverse stock split of the Company’s issued and outstanding ordinary shares. Except shares authorized, all references to number of shares, and to per share information in the consolidated financial statements have been retroactively adjusted.

 

 

 

Taoping Inc.

Unaudited Pro Forma

Condensed Combined Statement of Operations

For the six months ended June 30, 2025

 

                      Transaction            
                      Accounting         Pro Forma  
    TAOP     SZSS     TJWD     Adjustments     Note 3   Combined  
Revenue – Products   $ 14,129,140       -       -       -         $ 14,129,140  
Revenue – Advertising     2,360,606       -       -                   2,360,606  
Revenue – Software     901,838       -       -                   901,838  
Revenue – Service     -       202,881       -                   202,881  
Revenue – MRO     -       148,046       187,466                   335,512  
Revenue –Project     -       1,352,214       956,339       (31,102 )   (e)     2,277,451  
Revenue – Others     209,868       -       -                   209,868  
Revenue – Other-related parties     1,369       -       -                   1,369  
TOTAL REVENUE     17,602,821       1,703,141       1,143,805       (31,102 )         20,418,665  
                                             
Cost – Products     12,918,291       -       -                   12,918,291  
Cost – Advertising     2,194,507               -                   2,194,507  
Cost – Software     568,241       -       -                   568,241  
Cost – Service     -       27,265       -                   27,265  
Cost – MRO     -       131,973       124,294                   256,267  
Cost – Project     -       1,172,182       662,851       (31,102 )   (e)     1,803,931  
Cost – Other     147,414       -       -                   147,414  
TOTAL COST     15,828,453       1,331,420       787,145       (31,102 )         17,915,916  
                                             
GROSS PROFIT     1,774,368       371,721       356,660       -           2,502,749  
                                             
Administrative expenses     4,700,561       444,706       203,169       56,021     (a)     5,404,457  
Research and development expenses     799,246       -       -                   799,246  
Selling expenses     458,692       994     -                 459,686  
(LOSS) INCOME FROM OPERATIONS     (4,184,131 )     (73,979 )     153,491       (56,021 )         (4,160,640 )
                                             
Subsidy income     628       -       -                   628  
Income from long-term investments     69,621       -       -                   69,621  
Other (loss) income, net     (78,693 )     386       (8,659 )                 (86,966 )
Interest expense and debt discounts, net of interest income     (466,254 )     (3,934 )     (7,028 )     (954 )   (a)     (478,170 )
(LOSS) INCOME BEFORE INCOME TAXES     (4,658,829 )     (77,527 )     137,804       (56,975 )         (4,655,527 )
                                             
Income tax (expense)     (20,720 )     (4,971 )     (55,118 )                 (80,809 )
NET (LOSS) INCOME     (4,679,549 )     (82,498 )     82,686       (56,975 )         (4,736,336 )
Less: Net income (loss) attributable to the non-controlling interest     -       -       -       -           -  
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY   $ (4,679,549 )   $ (82,498 )     82,686     $ (56,975 )       $ (4,736,336 )
(Loss) per share - Basic and Diluted                                            
Basic   $ (6.54 )                               $ (0.55 )
Diluted   $ (6.54 )                               $ (0.55 )
(LOSS) PER SHARE ATTRIBUTABLE TO THE COMPANY                                            
Basic   $ (6.54 )                               $ (0.55 )
Diluted   $ (6.54 )                               $ (0.55 )
Weighted average number of shares     715,992                                   8,555,361  

 

 

 

Taoping Inc.

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

 

Note 1. Basis of Pro Forma Presentation

 

Overview

 

The unaudited Pro Forma Condensed Combined Financial Information has been prepared assuming the Acquisition is accounted for using the acquisition method of accounting with TAOP as the acquiring entity and Skyladder Group Limited (“SGL”) as the acquiree. Under the acquisition method of accounting, TAOP’s assets and liabilities will retain their carrying amounts while the assets and liabilities of SGL will be recorded at their fair values measured as of the acquisition date. The excess of the estimated fair value of the consideration over the estimated fair values of net assets acquired will be recorded as goodwill. The Transaction Accounting Adjustments have been prepared as if the Transaction had taken place on June 30, 2025 in the case of the Unaudited Pro Forma Condensed Combined Balance Sheets, and on January 1, 2024 in the case of the Unaudited Pro Forma Condensed Combined Statements of Operations.

 

The acquisition method of accounting is based on ASC 805, and uses the fair value concepts defined in ASC 820. ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date.

 

The Transaction Accounting Adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. The unaudited Pro Forma Condensed Combined Financial Information does not reflect possible adjustments related to restructuring or integration activities that have yet to be determined.

 

Note 2. Preliminary Allocation of Purchase Price

 

The allocation of the purchase consideration herein is preliminary. The final allocation of the purchase consideration will be determined after the completion of a detailed analysis to determine the fair value of all assets acquired, but in no event later than one year following the closing of the Transaction. Accordingly, the final acquisition accounting adjustments could differ materially from the preliminary amounts presented herein. Any later adjustments to the fair values of the assets acquired and liabilities assumed, compared to the information shown herein, could also change the portion of the purchase consideration allocable to goodwill and could impact the operating results of the Company following the closing of the Transaction. The purchase consideration was preliminarily allocated as follows:

 

Fair value of Consideration:

 

The total maximum consideration under the Purchase Agreement is RMB 152 million (approximately US$21.36 million), representing the aggregate value of all 7,882,921 Consideration Shares if all Performance Targets are achieved and no forfeiture occurs. All of the Consideration Shares are subject to forfeiture contingent upon the achievement of the Performance Targets; accordingly, the fair value of the Consideration Shares recognized in the purchase price allocation reflects the probability-weighted fair value of the Consideration Shares expected to be unlocked as of the acquisition date. The fair value of consideration of $7,252,286 reflected herein represents management’s preliminary estimate as of the acquisition date of November 26, 2025, based on the closing market price of TAOP’s ordinary shares on that date and the estimated probability of achieving the Performance Targets.

 

Fair value of consideration on November 26, 2025 (completion date)   $ 7,252,286  

 

Assets acquired (liabilities assumed):        
Cash and cash equivalents   $ 24,826  
Accounts receivable     3,901,693  
Advances to suppliers     687,945  
Inventories     487,455  
Other current assets     284,779  
Amounts due from related parties     116,752  
Property, plant and equipment     52,436  
Right of use assets     88,416  
Short-term bank loans     (1,241,930 )
Accounts payable     (2,855,540 )
Advances from customers     (1,068,002 )
Accrued payroll and benefit     (97,627 )
Other payables and accrued expenses     (273,158 )
Income tax payable     (28,987 )
Lease liabilities     (104,146 )
Total net liabilities acquired     (25,088 )
Goodwill     7,277,374  
Total fair value of Consideration   $ 7,252,286  

 

 

 

In connection with the acquisition of SZSS and TJWD, management evaluated whether any identifiable intangible assets existed as of the acquisition date in accordance with ASC 805, Business Combinations. Management’s evaluation included an assessment of whether any customer relationships, trade names or trademarks, developed technology, or non-compete agreements satisfied either the separability criterion or the contractual-legal criterion for recognition apart from goodwill under ASC 805. Based on this evaluation, management determined that SZSS and TJWD did not possess any separately identifiable intangible assets as of the completion date of acquisition.

 

Note 3. Pro Forma Adjustments

 

The pro forma adjustments are based on preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

 

(a) Skyladder New Century (Tianjin) IoT Technology Co., Ltd. (“Skyladder New Century”) is a holding company with no operations other than its ownership of Tianjin Weida Elevator Co., Ltd. (“Tianjin Weida”) from its inception on January 10, 2025 through June 30, 2025. The assets, liabilities, and equities of Skyladder New Century as of June 30, 2025 are put back through this Pro Forma adjustment.

 

(b) Tianjin Weida was acquired by Skyladder New Century on May 29, 2025. This Pro Forma adjustment represents the elimination of the shareholders’ equity of Tianjin Weida as of May 29, 2025 against the purchase price incurred by Skyladder New Century.

 

(c) This Pro Forma adjustment represents the acquisitions of Shenzhen Skyladder and Skyladder New Century by SGL under common control.

 

(d) This Pro Forma adjustment represents the elimination of intercompany balances of receivables and payables between Shenzhen Skyladder, Tianjin Weida, and Skyladder New Century as of June 30, 2025.

 

(e) This Pro Forma adjustment represents the elimination of intercompany sales and purchases between Shenzhen Skyladder and Tianjin Weida during the six months ended June 30, 2025 and year ended December 31, 2024.

 

(f) This Pro Forma adjustment represents the elimination of the shareholders’ equity of SGL and the allocation of the fair value of consideration, fair value adjustments and resulting goodwill due to the completion of the acquisition by THL as of November 26, 2025.