Rubber Leaf Inc (RLEA) swings to Q1 2026 profit amid tight liquidity
Rubber Leaf Inc. reported a return to profitability for the three months ended March 31, 2026. The company generated sales-related party revenue of $3,264,924, all from its indirect supply model, after posting no revenue in the same period of 2025.
Cost of sales was $2,979,579, yielding gross profit of $285,345. Net income from continuing operations reached $244,062, compared with a net loss of $345,336 a year earlier, and basic and diluted earnings per share were $0.01.
As of March 31, 2026, the company held cash of $3,221 and had a working capital deficit of $2,276,727, reflecting heavy use of related-party financing and large related-party receivables and payables. Management also disclosed continuing material weaknesses in internal control over financial reporting.
Positive
- None.
Negative
- None.
Insights
Rubber Leaf turned a small profit on related-party sales but remains financially stretched.
Rubber Leaf Inc. posted Q1 2026 revenue of $3.26M, all from related-party distributor Shanghai Huaxin, producing gross profit of $285k and net income of $244k. This is a sharp improvement versus the prior-year loss with no continuing-operations revenue.
The balance sheet, however, shows strain: cash was just $3,221 against a working capital deficit of $2.28M, and there are sizable related-party receivables and payables tied to the new Hong Kong operating structure and the RLSP disposal receivable.
Management also reports material weaknesses in internal controls, including limited U.S. GAAP expertise and segregation of duties, though an external consultant has been engaged. Future filings will clarify whether earnings remain positive while liquidity and control issues are gradually addressed.
Key Figures
Key Terms
discontinued operations financial
indirect supply model financial
Global Intangible Low-Taxed Income financial
material weaknesses financial
supplier finance programs financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
or
For the transition period from ______ to ______
Commission
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Securities registered pursuant to Section 12(b) of the Exchange Act: None.
Securities
registered under Section 12(g) of the Exchange Act:
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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As
of May 14, 2026, the Registrant had
TABLE OF CONTENTS
| PAGE | ||
| Note about Forward-Looking Statements | 3 | |
| PART I - FINANCIAL INFORMATION | 4 | |
| Item 1 | Financial Statements | 4 |
| Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 | 5 | |
| Consolidated Statements of Operations and other comprehensive income (loss) (unaudited) for the three months ended March 31, 2026 and 2025 | 6 | |
| Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three months ended March 31, 2026 and 2025 | 7 | |
| Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2026 and 2025 | 8 | |
| Notes to Unaudited Consolidated Financial Statements | 9 | |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 26 |
| Item 4 | Controls and Procedures | 26 |
| PART II - OTHER INFORMATION | 27 | |
| Item 1 | Legal Proceedings | 27 |
| Item 1A | Risk Factors | 27 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 27 |
| Item 3 | Defaults Upon Senior Securities | 27 |
| Item 4 | Mine Safety Disclosures | 27 |
| Item 5 | Other Information | 28 |
| Item 6 | Exhibits | 28 |
| SIGNATURES | 29 | |
| 2 |
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements.
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section entitled “Risk Factors,” beginning on page 11 of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 20, 2025. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless expressly indicated or the context requires otherwise, the terms “RLI,” “Company,” “we,” “us,” and “our” in this document refer to Rubber Leaf Inc., a Nevada corporation.
| 3 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
RUBBER LEAF INC
INDEX TO FINANCIAL STATEMENTS
| Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 | 5 |
| Consolidated Statements of Operations and other comprehensive income (loss) (unaudited) for the three months ended March 31, 2026 and 2025 | 6 |
| Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three months ended March 31, 2026 and 2025 | 7 |
| Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2026 and 2025 | 8 |
| Notes to Unaudited Consolidated Financial Statements | 9 |
| 4 |
RUBBER LEAF INC
CONSOLIDATED BALANCE SHEETS
March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivables – related parties | ||||||||
| Total current assets | ||||||||
| Noncurrent assets: | ||||||||
| Long term Account receivables-Related party | ||||||||
| Noncurrent assets from discontinued operations | - | - | ||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payables – related parties | $ | $ | ||||||
| Other payables - related parties | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Noncurrent liabilities: | ||||||||
| Deferred tax liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | - | |||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock: | - | - | ||||||
| Common stock: | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
RUBBER LEAF INC
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
| 2026 | 2025 | |||||||
For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Sales-related parties | $ | $ | - | |||||
| Total | ||||||||
| Cost of sales | - | |||||||
| Gross profit (loss) | - | |||||||
| Operating Expenses | ||||||||
| General & administrative expenses | ||||||||
| Total operation expenses | ||||||||
| Income (loss) from operation | ( | ) | ||||||
| Other income (expense): | ||||||||
| Interest expense (income) | - | |||||||
| Other income, net | - | - | ||||||
| Total other expenses, net | - | |||||||
| Net income (loss) from continuing operation before income taxes | $ | ( | ) | |||||
| Income tax (benefit) expenses | - | - | ||||||
| Net income (loss) from continuing operations | $ | ( | ) | |||||
| Gain (loss) from discontinued operations | - | ( | ) | |||||
| Net income (loss) | ( | ) | ||||||
| Other comprehensive income (loss) | ||||||||
| Foreign currency translation, net of tax | - | |||||||
| Comprehensive income (loss) | ( | ) | ||||||
| Earnings per share | ||||||||
| Basic and diluted loss per share | $ | $ | ( | ) | ||||
| Weighted average common shares outstanding | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 6 |
RUBBER LEAF INC
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| Shares | Amount | Shares | Amount | Capital | Deficit | (Loss) | (Deficit) | |||||||||||||||||||||||||
| Preferred | Additional | Retained Earnings | Accumulated Other | Total Stockholders’ | ||||||||||||||||||||||||||||
| Stocks | Common Stocks | Paid-in | (Accumulated | Comprehensive | Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit) | income (loss) | (Deficit) | |||||||||||||||||||||||||
| Balance at December 31, 2024 | - | $ | - | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation, net tax | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Balance at March 31, 2025 (Unaudited) | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Preferred | Additional | Retained Earnings | Accumulated Other | Total Stockholders’ | ||||||||||||||||||||||||||||
| Stocks | Common Stocks | Paid-in | (Accumulated | Comprehensive | Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit) | income (loss) | (Deficit) | |||||||||||||||||||||||||
| Balance at December 31, 2025 | - | $ | - | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
| Balance | - | $ | - | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
| Net income | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Foreign currency translation, net tax | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Balance at March 31, 2026 (Unaudited) | - | $ | $ | $ | ( | ) | ||||||||||||||||||||||||||
| Balance | - | $ | $ | $ | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 7 |
RUBBER LEAF INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2026 | 2025 | |||||||
For the three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Cash flow from operating activities | ||||||||
| Net income (loss) | ( | ) | ||||||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| (Gain) Loss from discontinued operations | ||||||||
| Accounts receivables – related parties | ( | ) | - | |||||
| Accounts payables - related parties | - | |||||||
| Other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flow from investing activities | ||||||||
| Net cash used in investing activities | - | - | ||||||
| Cash flow from financing activities | ||||||||
| Proceeds from to related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes | - | |||||||
| Increase (decrease) in cash | ||||||||
| Cash and restricted cash, beginning | ||||||||
| Cash and restricted cash, ending | $ | $ | ||||||
| Supplemental disclosures of cash flow | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Income taxes paid | $ | - | $ | - | ||||
The accompanying notes are an integral part of these consolidated unaudited consolidated financial statements.
| 8 |
RUBBER LEAF INC
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
Note 1 - Organization and Description of Business
Rubber Leaf Limited (“RLHK”) was incorporated in Hong Kong on September 22, 2025, and is located at Room 2109, 21/F, C C Wu Building, 302–308 Hennessy Road, Wanchai, Hong Kong. RLHK is engaged in import and export trading and the sales of synthetic rubber, rubber compounds, car window seals, auto parts, and related products for the Company’s integrated group companies. Following the disposition of RLSP, RLHK has assumed all principal orders, customer contracts, and supply arrangements previously associated with RLSP and currently serves as the Company’s primary operating subsidiary.
Our
former PRC subsidiary, Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. (“RLSP”), was established on July 8, 2019 and was
disposed of by the Company on November 20, 2025. RLSP was engaged in import and export trading, as well as the production and sales of
synthetic rubber, rubber compounds, car window seals, auto parts, and related products, and operated an integrated manufacturing facility
in the People’s Republic of China. RLSP was a well-known auto parts enterprise and served as a first-tier supplier to major automobile
manufacturers, including Dongfeng Motor and Renault. RLSP had a registered capital of US$
On November 20, 2025, pursuant to a Share Purchase Agreement, the Company sold all of its equity interests in RLSP to Shanghai Yongliansen Import and Export Trading Co., Ltd. (“Yongliansen”). As a result of this transaction, RLSP is no longer part of the Company’s operating structure. The Company’s primary operations are now conducted through its wholly owned Hong Kong subsidiary, RLHK, which continues to manage the Company’s core sales and trading activities.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. With respect to the unaudited financial statements as of and for the three months ended March 31, 2026, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
The consolidated financial statements include the accounts of Rubber Leaf Inc., the parent company and its wholly owned subsidiary in Hong Kong - Rubber Leaf Limited (“RLHK”). All intercompany transactions and balances were eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Significant estimates are used in the collectability of accounts receivable and long-term accounts receivable, the valuation of deferred tax assets, and provisions for income taxes, among others.
Discontinued Operations
The Company classifies a business as held for sale when the criteria prescribed by Accounting Standards Codification (“ASC”) Paragraph 205-20-45-1E are met, most notably when sale of the business is probable within the next year (with certain exceptions) and it is unlikely there will be significant changes to the plan of sale. Assets and liabilities held for sale are recorded at the lower of their carrying value or fair value less cost to sell.
| 9 |
Revenue Recognition
The Company early adopted Accounting Standards Update (“ASU”) 2014-09, Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606) since its inception (i.e. July 2019), which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company applies the five-step model to sales contracts.
We
generate revenue through the sale of automotive rubber and plastic sealing strips under an indirect supply model. RLHK receives purchase
orders from its customers, Shanghai Xinsen and Shanghai Huaxin, which are related parties. The Company’s Chief Executive Officer,
President and Chairperson, Ms. Xingxiu Hua, previously held a
Second-tier suppliers provide products to first-tier suppliers of original equipment manufacturers (“OEMs”). First-tier suppliers typically manufacture or assemble major automotive components, such as doors, rubber and plastic components, and other automobile parts. Auto Manufacturers issue consolidated purchase orders for complete sets of rubber and plastic components for specific vehicle models to their first-tier suppliers, who in turn subcontract the production of rubber and plastic sealing strips to second-tier suppliers.
As second-tier suppliers and facilitators of production rather than direct manufacturers, Shanghai Xinsen and Shanghai Huaxin coordinate with the Company to fulfill customer orders. Upon receipt of purchase orders, RLHK places corresponding orders with related party vendors. These vendors are responsible for procuring raw materials and manufacturing the finished products. Throughout the production process, RLHK monitors and observes each key stage of manufacturing performed by the third-party vendors, with particular emphasis on final quality control.
Finished products are delivered either from the Company’s facilities or directly from third-party manufacturers to the warehouses of the first-tier suppliers designated by Shanghai Xinsen and Shanghai Huaxin. Upon delivery, quality inspections are performed by inspectors appointed by the end customers. RLHK’s performance obligation is considered fulfilled when the finished products are delivered to the customers designated by Shanghai Xinsen and Shanghai Huaxin and successfully pass the required quality inspections.
If products fail to meet quality standards, the customers initiate a product replacement process. Upon completion of quality and quantity verification and acceptance of the finished products into the end customers’ warehouses, invoices are issued to the Company as evidence of delivery. The invoice date represents the point at which ownership and control of the finished products are transferred under the indirect supply model from the Company to Shanghai Xinsen and Shanghai Huaxin, and indirectly to their upstream first-tier suppliers. Revenue is recognized at this point in time, when control of the products has transferred and acceptance by the end customers has occurred.
| 10 |
Cost of revenue
Cost of revenues consists of purchased goods acquired from our related party, Yongliansen.
Cash and Cash Equivalents
Cash and cash equivalents include bank deposits and liquid investments with original maturities of three months or less as of the purchase date of such investments.
Concentration risk
The
Company maintains cash with banks in the United States of America (“USA”) and Hong Kong. Should any bank holding cash become insolvent,
or if the Company is otherwise unable to withdraw funds, the Company would lose the cash with that bank; however, the Company has not
experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. In the
United States, the standard insurance amount is $
Financial
instruments that potentially subject the Company to significant concentrations of credit risk are cash and cash equivalents and accounts
receivable. As of March 31, 2026 and December 31, 2025, $
Major customers
For the three months ended March 31, 2026 and 2025, the Company’s revenues from major customers that accounted for more than 10% of total revenue were as follows:
Schedule of Concentration Risk Percent
| Three months ended March 31, 2026 | As of March 31, 2026 | Three months ended March 31, 2025 | As of March 31, 2025 | |||||||||||||||||||||||||||||
| Amount | % of Total Revenue | Accounts Receivable | % of Total Accounts Receivable | Amount | % of Total Revenue | Accounts Receivable | % of Total Accounts Receivable | |||||||||||||||||||||||||
| Customer D | % | % | - | - | % | - | - | % | ||||||||||||||||||||||||
| ● | Customer D: Shanghai Huaxin Economic and Trade Co., Ltd. (“Shanghai Huaxin”), a related party, as 10% of its equity interest is held by Xingxiu Hua, the Chief Executive Officer of Rubber Leaf Inc., with the remaining 90% equity interest held by unrelated third-party shareholders, and neither Rubber Leaf Inc. nor its management has control over or significant influence on Shanghai Huaxin. |
| 11 |
Major vendors
For the three months ended March 31, 2026 and 2025, the Company made purchases from major vendors that accounted for more than 10% of total purchases as follows:
| Three months ended March 31, 2026 | As of March 31, 2026 | Three months ended March 31, 2025 | As of March 31, 2025 | |||||||||||||||||||||||||||||
| Amount | % of Total Purchase | Accounts payable | % of Total Accounts Payable | Amount | % of Total Purchase | Accounts payable | % of Total Accounts Payable | |||||||||||||||||||||||||
| Vendor C | % | % | - | - | - | - | ||||||||||||||||||||||||||
| ● | Vendor C: Shanghai Yongliansen Import and Export Trading Company (“Yongliansen”), a related party. |
Accounts Receivable
Accounts
receivables are reported at their net realizable value. Any value adjustments are booked directly against the relevant receivable. We
have standard payment terms that generally require payment within approximately 30 to 60 days. Management performs ongoing credit evaluations
of its customers. An allowance for potentially uncollectible accounts is provided based on history, economic conditions, and composition
of the accounts receivable aging. As of the disposal date of RLSP, certain intercompany accounts receivable were determined to be uncollectible
and were written off in full and recognized as bad debt expense. As of March 31, 2026 and 2025 no credit risk identified and
Long-term Receivables
Long-term receivables are recorded at their present value when the effect of discounting is material. In accordance with ASC 835-30, Interest—Imputation of Interest, the Company evaluates long-term receivables to determine whether they contain a significant financing component. When applicable, such receivables are initially recognized at the present value of the future cash flows using a discount rate that reflects the market rate of interest at the time the receivable is originated.
The
difference between the face value and the present value of the receivable is recorded as a discount and is amortized to interest income
over the term of the receivable using the effective interest method. If the stated interest rate on a long-term receivable approximates
the prevailing market rate, the receivable is recorded at its face value. The Company applies LPR
Advances to vendors
From time to time, we paid advances to our vendors in order to secure our purchase orders or as retainers required pursuant to various purchase agreements related to production and the 2nd production lines currently under construction. The advances have non-interest-bearing, normally settled along with purchase transactions within 60 to 180 days, depending on market conditions, and approximately 365 days for construction projects and/or equipment purchase.
| 12 |
Advances from customers
From time to time, we receive advances from our customers, which are made normally under sales frame contracts, each sales transaction will be initiated by purchase orders received under the frame contracts. The advances have non-interest-bearing, normally settled along with purchase/sales transactions within 60 to180 days.
Income Taxes
We are governed by the Income Tax Law of the IRD and the United States. The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company records deferred tax liabilities primarily related to taxable temporary differences arising from gains recognized for financial reporting purposes on the disposal of a subsidiary, where the consideration was structured as a long-term receivable and the related tax obligations are deferred under applicable tax laws.
The
2017 Tax Reform Act permanently reduces the U.S. corporate income tax rate to a
The Company’s subsidiary does not receive any preferential tax treatment from the local government.
Taxation
The Company is subject to income taxes, indirect taxes, and other levies in accordance with the tax laws and regulations of the jurisdictions in which it operates.
Hong Kong Taxation
For the three months ended March 31, 2026, the Company’s operations were conducted primarily through its Hong Kong subsidiaries and were subject to Hong Kong tax laws and regulations.
Profits Tax
Hong Kong operates on a territorial source principle of taxation. Under this regime, Profits Tax is imposed on assessable profits arising in or derived from Hong Kong. The tax is levied on net taxable profits, not on gross revenue or individual transactions.
Hong Kong currently applies a two-tiered Profits Tax rate structure for corporations:
| ● | ||
| ● |
Application of the two-tiered rates is subject to compliance with applicable eligibility requirements and conditions prescribed under the Inland Revenue Ordinance.
Indirect Taxes
Hong Kong does not impose value added tax (VAT), goods and services tax (GST), or any general sales tax on the sale of goods or provision of services. Consequently, the Company does not charge, collect, or remit VAT, GST, or similar consumption-based taxes on its Hong Kong sales or purchases. As a free port, Hong Kong generally does not levy customs duties on imports or exports. Excise duties are imposed only on a limited range of commodities (primarily liquor, tobacco, hydrocarbon oil, and methyl alcohol), none of which are material to the Company’s business operations.
| 13 |
Cross-Border Transactions
When the Company’s Hong Kong operations engage in cross-border trading activities, including the import and export of rubber sealing products, the tax treatment is determined based on the territorial source principle. Profits are subject to Hong Kong Profits Tax only to the extent they are considered to arise in or be derived from Hong Kong. Profits sourced outside Hong Kong are generally not subject to Hong Kong Profits Tax.
The determination of profit source is inherently fact-specific and depends on the nature of the transactions and the location of the profit-generating activities. Such determinations may be subject to interpretation and review by the Hong Kong Inland Revenue Department.
United States Taxation
As a company incorporated in the State of Nevada and listed on a U.S. securities exchange, the Company is subject to U.S. federal income tax laws and regulations. The Company files U.S. federal income tax returns and is subject to examination by the Internal Revenue Service. The Company may also be subject to state and local income taxes in jurisdictions where it has operations or nexus.
The Company’s effective tax rate and tax obligations may be affected by various factors, including the sourcing of income, transfer pricing arrangements, foreign tax credits, and other provisions of U.S. tax law applicable to companies with international operations.
Cessation of PRC Operations
In October 2025, the Company ceased operations of RLSP, its subsidiary in the People’s Republic of China. Following the cessation of RLSP’s operations, the Company is no longer subject to PRC tax laws and regulations. As of the date of this report, the Company’s operations are subject only to the tax laws and regulations of Hong Kong and the United States.
Prior Period – People’s Republic of China Taxation
For
the period from January 1, 2025 through October 2025, and for the fiscal year ended December 31, 2024, the Company conducted operations
in the People’s Republic of China through RLSP and was subject to PRC taxation, including VAT at the standard rate of
Earnings Per Share
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
| 14 |
Pursuant to ASC 260-10-55, EPS computations should be based on the facts and circumstances of the transaction for reorganization. The Company calculated its EPS retrospectively akin to a normal share issuance as if the reorganization incurred from the inception.
The Company does not have any potentially dilutive instruments as of March 31, 2026 and December 31, 2025, and, thus, anti-dilution issues are not applicable.
Fair Value of Financial Instruments
The Company’s balance sheets include certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy 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 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
| ● | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2026 and December 31, 2025. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalent, accounts receivable, other current assets, accounts payables, advances from customers and other current liabilities. For short term borrowings and notes payable, the Company concluded the carrying values are a reasonable estimate of fair values because of the short period of time between the origination and repayment and as their stated interest rates approximate current rates available.
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Related Parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Foreign Currency
Amounts reported in the condensed consolidated financial statements are stated in United States dollars, unless stated otherwise. Our Former PRC Subsidiary used the Chinese renminbi (RMB) as their functional currency, and our now Hong Kong Subsidiary uses HKD as its functional currency, and the holding company, RLI, uses the United States dollar as their functional currency. For subsidiaries that use the local currency as the functional currency, all assets and liabilities are translated to United States dollars using exchange rates in effect at the end of the respective periods and the results of operations have been translated into United States dollars at the weighted average rates during the periods the transactions were recognized. Resulting translation gains or losses are recognized as a component of other comprehensive income (loss).
In accordance with ASC 830, Foreign Currency Matters (ASC 830), the Company translates the assets and liabilities into United States dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from RMB into United States dollar are recorded in stockholders’ equity as part of accumulated other comprehensive income. Further, foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Gains and losses on those foreign currency transactions are included in other income (expense), net for the period in which exchange rates change.
Comprehensive Income (Loss)
The Company accounts for comprehensive income (loss) in accordance with ASC 220, Income Statement-Reporting Comprehensive Income (ASC 220). Under ASC 220, the Company is required to report comprehensive income (loss), which includes net income (loss) as well as other comprehensive income (loss). The only significant component of accumulated other comprehensive income (loss) as of March 31, 2026 and December 31, 2025 is the currency translation adjustment.
Segment Information
Operating segments are defined as components of an entity for which discrete financial information is available and that is regularly reviewed by the chief operating decision maker (“CODM”) in allocating resources and assessing performance. The Company’s CODM is the executive management team, consisting of the Chief Executive Officer and the Chief Financial Officer.
As discussed in Note 1, the Company disposed of RLSP during the year, and the results of RLSP have been presented as discontinued operations. Following the disposal, the Company conducts its continuing operations through a single sales channel under an indirect supply model operated by RLHK. Under this model, products are purchased by the Company and indirectly sold to customers in Shanghai through RLHK. Management does not distinguish results by customer type or geographic market for internal reporting purposes.
Based on the manner in which financial information is reviewed by the CODM, the Company has one reportable operating segment. The CODM evaluates segment performance primarily based on consolidated results, including revenue and operating expenses.
Significant
segment expenses reviewed by the CODM include administrative expenses incurred by RLHK, which primarily consist of start-up and operating
costs, as well as corporate-level expenses incurred by the parent company, which mainly relate to regulatory compliance, consulting,
and legal services. SG&A expenses for the period ended March 31, 2026 and 2025 were $
As the Company operates in a single reportable segment, segment revenue and segment profit or loss are consistent with the amounts presented in the consolidated statements of operations and comprehensive income (loss). No geographic segment information is presented, as the Company does not manage or evaluate performance on a geographic basis.
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Recently Adopted Accounting Standards
In September 2022, the FASB issued ASU 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires that an entity that uses a supplier finance program in connection with the purchase of goods or services disclose information about the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted this standard for annual periods on a retrospective basis beginning January 1, 2023. The Company also adopted the amendment on roll forward information, which became effective prospectively for annual periods beginning January 1, 2024. The adoption of this guidance modified the Company’s disclosures and modified its annual disclosures for the roll forward information in 2024, but did not have an impact on its financial position and results of operations.
In December 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-09,“Income Taxes (Topic 740): Enhancements to Income Tax Disclosures” (referred to as “ASU 2023-09”). This guidance requires the disclosure, on an annual basis, of specific categories in the rate reconciliation and the disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2025. The Company does not expect the adoption of this standard to materially impact its consolidated financial position, results of operations, or cash flows. In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07, “Enhancements to Reportable Segment Disclosures” (“ASU 2023-07”). This standard necessitates companies to provide additional, more comprehensive details regarding significant expenses of a reportable segment, even if there is only one such segment. Its purpose is to enhance disclosures related to a public entity’s reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with the option for early adoption. The adoption of this guidance modified the Company’s disclosures and modified its annual disclosures for the roll forward information in 2025, but did not have an impact on its financial position and results of operations..
Recently Issued Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”), and in January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to our condensed consolidated financial statements.
There were also other updates recently issued and the management does not believe that other than those disclosed above, accounting pronouncements recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.
Note 3– Related Party Transactions
Purchase
In
order to reduce purchase costs and enhance purchasing power, the Company purchases the main raw materials from Yongliansen Import
and Export Trading Company (“Yongliansen”) during three months ended March 31, 2026. The Company’s Chief Executive Officer,
Xingxiu Hua, holds
For
the three months ended March 31, 2026 and 2025, RLHK purchased rubber products from Yongliansen in the total amount of $
On
November 3, 2025, the Company entered into a tripartite payment direction, settlement acknowledgement and waiver agreement, pursuant
to which a portion of the amounts payable to Yongliansen was settled through a direct payment by RLHK’s designated party, Shanghai
Xinsen, which had received proceeds from product sales made by RLHK. As a result, accounts payable to Yongliansen in the amount of $
Sales under Indirect Supply Model
In
order to stabilize customer relationships and maintain long-term orders, we authorized two related parties - Shanghai Xinsen (“Customer
B”) and Shanghai Huaxin (“Customer D”) as our distributors.
For
the three months ended March 31, 2026 and 2025, RLHK had indirect sales through Shanghai Xinsen that were sold to one certified
first-tier supplier of the Auto Manufacturers $Nil
and $Nil
respectively. As of March 31, 2026 the accounts receivable due to Shanghai Xinsen were $Nil.
As of December 31, 2025, the accounts receivable due from Shanghai Xinsen were $
For
the three months ended March 31, 2026 and 2025, RLHK had indirect sales through Shanghai Huaxin that were sold to one certified
first-tier supplier of the Auto Manufacturers $
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Disposal of subsidiary
On
November 20, 2025, the Company entered into a Share Purchase Agreement with Yongliansen, pursuant to which the Company sold all of its
equity interests in RLSP for total consideration of $
In
accordance with ASC 835-30, Interest—Imputation of Interest, the Company evaluated the long-term receivable arising from
the installment arrangement and initially recorded such receivable at its present value. As of March 31, 2026 and December 31, 2025,
the Company had a long-term accounts receivable balance of $
Others
As
of March 31, 2026 and December 31, 2025, our CEO Mrs. Xingxiu Hua and CFO Mr. Hua Wang funded the Company and RLHK in the total amounts
of $
During the three months ended March 31, 2026, the Company transferred cash in the amount of $
Note 4 – Shareholders’ Equity
Rubber Leaf Limited (“RLHK”) was incorporated in Hong Kong under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as a limited liability company. The Company was established to serve as a regional subsidiary and commercial platform for Rubber Leaf Inc., focusing on cross-border operations, sales, and supply-chain coordination within Asia.
From
May to July 2023, the Company issued
Note 5 – Discontinued Operations
Management intended to change its operating focus and entered into an agreement with a related party to sell certain assets and liabilities of RLSP. On November 20, 2025, the The Company completed the disposition of the former PRC subsidiary pursuant to the Agreement entered into on November 20, 2025. The Company concluded that, in aggregate, the sale of the business in the PRC segment met the criteria for discontinued operations presentation in 2025. As a result, each of these businesses has been reclassified to discontinued operations in these financial statements for all periods presented. Such assets and liabilities were classified as assets and liabilities held for sale until the transaction closed on November 30, 2025.
For the three months ended March 31, 2026 and 2025, the net loss from discontinued operations were $Nil and $
Note 6 - Commitments and Contingencies
The Company had no material commitments or contingencies as of March 31, 2026
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Note 7 - Income Taxes
The
Company, RLI, is a Nevada company and is subject to the United States federal income tax at a tax rate of 21%. The Company’s
former PRC subsidiary, RLSP, was incorporated in the PRC and was subject to PRC’s Enterprise Income Tax. Pursuant to the PRC
Income Tax Laws, Enterprise Income Taxes (“EIT”) is generally imposed at
The Company’s current subsidiary, RLHK, is incorporated in Hong Kong, and is subject to the Inland Revenue Ordinance which provides, among other things, that profits tax shall be charged on every person carrying on a trade, profession or business in Hong Kong in respect of his or her assessable profits arising in or derived from Hong Kong. RLHK is currently subject to the two-tiered profits tax regime according to Hong Kong tax rules and regulations.
No tax is imposed in Hong Kong in respect of capital gains from the sale of shares. Under Hong Kong tax regulations, a company’s first financial year for profits tax purposes may be up to 18 months from the date of incorporation, and the timing of the first profits tax filing is determined based on the company’s selected financial year-end.
RLHK currently expects to adopt a first financial year-end of December 31, 2026 (or March 31, 2027), and therefore is not required to file a profits tax return for the year ended December 31, 2025. In addition, management expects that RLHK’s operations qualify as offshore activities, as all substantive business activities are conducted outside Hong Kong. Under Hong Kong’s territorial source principle, profits derived from offshore activities are generally exempt from Hong Kong profits tax, subject to review and acceptance by the Inland Revenue Department of Hong Kong. Based on the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by RLHK.
For the three months ended March 31, 2026 and 2025, income tax expense was $Nil and $Nil, respectively. As of March 31, 2026 and 2025, deferred
tax liabilities amounted to $
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The table below summarizes the difference between the U.S. statutory federal tax rate and the Company’s effective tax rate for the three months ended March 31, 2026 and 2025:
Schedule of Federal Effective Tax Rate
| For the three months ended | ||||||||
| March 31 | ||||||||
| 2026 | 2025 | |||||||
| U.S. federal income tax rate | % | % | ||||||
| Tax rate difference | - | % | - | % | ||||
| Nontaxable items | - | % | - | % | ||||
| GILTI tax | - | % | - | % | ||||
| Others | - | % | - | % | ||||
| Valuation allowance | - | % | - | % | ||||
| Effective tax rate | - | % | - | % | ||||
As the Company incurred a pre-tax loss with income tax expense arising from disposal gains and deferred income tax adjustments. Accordingly, the effective income tax rate for the period is not meaningful.
For U.S. income tax purposes, the Company has no cumulative undistributed earnings of foreign subsidiary as of March 31, 2026. Accordingly, no provision has been made for U.S. deferred taxes related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have to be provided if we concluded that such earnings will be remitted to the U.S. in the future.
In
addition, the 2017 Tax Act also creates a new requirement that certain income (i.e., Global Intangible Low-Taxed Income (“GILTI”))
earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFCs’ U.S.
shareholder. GILTI is the excess of the shareholder’s net CFC tested income over the net deemed tangible income return, which is
currently defined as the excess of (1) 10 percent of the aggregate of the U.S. shareholder’s pro rata share of the qualified business
asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into
account in the determination of net CFC-tested income. The Company has elected to recognize the tax on GILTI as a period expense in the
period the tax is incurred. For the three months ended March 31, 2026 and 2025,
ASC 740 also requires the recognition and measurement of uncertain tax positions using a “more-likely-than-not” threshold. Management has evaluated the Company’s tax positions, including the anticipated offshore profits tax exemption in Hong Kong, and determined that no liability for uncertain tax positions was required to be recorded as of March 31, 2026.
Note 8 - Subsequent Events
The Company has evaluated all subsequent events through the date these condensed financial statements were issued and determined that there were no subsequent events or transactions that require recognition or disclosures in the condensed financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
Overview
Rubber Leaf Inc was incorporated under the laws of the State of Nevada on May 18, 2021. On May 27, 2021, the Company entered into the Share Exchange Agreement with Xingxiu Hua, the Chief Executive Officer, President and Chairperson of the Company, pursuant to which the Company issued 40,000,000 shares of common stock to Ms. Hua in consideration of Ms. Hua’s efforts to procure Rubber Leaf LLC to transfer any and all equity interests in RLSP to the Company. We acquired Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. on July 1, 2021, through an equity transfer between Rubber Leaf LLC and Rubber Leaf Inc. After the acquisition, RLSP became our 100% directly controlled subsidiary and wholly foreign-owned enterprise in China. RLSP was established in Fenghua, Ningbo, China and commenced operations in July 2019. RLSP was the wholly owned subsidiary of Rubber Leaf LLC, a Delaware company organized on June 1, 2018, and Xingxiu Hua, our Chief Executive Officer, President and Chairperson of the Board, was the sole member of Rubber Leaf LLC. RLSP specialized in the production and sales of automotive rubber and plastic sealing strips. All of our business was previously conducted through RLSP until it was disposed of by the Company on November 20, 2025.
The Company completed the disposition of RLSP through a Share Purchase Agreement dated November 20, 2025 (“Agreement”) with Shanghai Yongliansen Import and Export Trading Co., Ltd. (“Yongliansen”), of which our Chief Executive Officer, Ms. Xingxiu Hua, holds 30% of the outstanding equity. Pursuant to the Agreement, we sold all of our then equity interests in RLSP to Yongliansen for cash consideration of US$3,000,000, payable in three installments. RLSP has filed the sale and change of sole shareholder with the State Administration for Market Regulation of the PRC (the “SAMR”) with the official registration date being October 28, 2025.
Prior to the disposition of RLSP, we established a wholly owned subsidiary in Hong Kong, Rubber Leaf Limited, on September 22, 2025, and substantially transferred all principal orders, customer contracts and supply arrangements formerly associated with RLSP to RLHK. RLHK is now the Company’s primary operating entity and continues to conduct business specializing in sales of automotive rubber and plastic sealing strips. We are a well-known auto parts enterprise, and we are also the first-tier supplier of well-known auto brands such as eGT and Volkswagen.
Our principal business address is Room 2109, 21/F C C WU BLDG 302-308 HENNESSY ROAD, WANCHAI, HONG KONG.
Components of Our Results of Operations
Sales Revenue
We generate revenue through the sale of automotive rubber and plastic sealing strips under three supply models:
Model A (Direct Supply Model)
Following successful on-site inspections by auto OEMs, RLSP secures listing in its directories as a first-tier supplier that directly provides products to the OEM. For example, eGT is an auto OEM, and we serve as their first-tier supplier. eGT directly signs purchase or supply agreements with RLSP. This positions RLSP to independently procure raw materials, manufacture final products and directly deliver finished goods to the warehouses of the auto OEMs. RLSP fulfills its performance obligation upon the delivery of finished products to their warehouses, following a subsequent quality inspection approved by them. Simultaneously, they may request product replacements for disqualified items. Ownership and control of our finished products transfer to customers upon successful inspection and acceptance into an OEM’s warehouse. Revenue recognition occurs upon the transfer of control of our products to a customer, with payments made directly by the OEM.
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Model B (Indirect Supply Model)
RLSP receives the purchase orders from our related parties-Shanghai Xinsen and Xinsen Sealing Products (Hangzhou) Co., Ltd (“Hangzhou Xinsen”) (collectively named as “Xinsen Group” for two companies together). The Company’s Chief Executive Officer, President and Chairperson, Ms. Xingxiu Hua, previously held a 90% ownership interest in Shanghai Xinsen and Shanghai Xinsen holds a 70% ownership interest in Hangzhou Xinsen. Effective October 1, 2022, Ms. Hua reduced her ownership of Shanghai Xinsen from 90% to 15%, and accordingly reduced her indirect ownership of Hangzhou Xinsen from 63% to 10.5%. The Xinsen Group serves as a certified second-tier supplier for branded Automobile Manufacturers (“Auto Manufacturers”). A second-tier supplier refers to a supplier that provides products to the first-tier suppliers of the OEM. First-tier suppliers could be suppliers of car doors, rubber and plastic components and other automobile parts. Auto Manufacturers issue consolidated purchase orders for complete sets of rubber and plastic auto parts for a particular model to their first-tier suppliers. These first-tier suppliers subcontract the production of rubber and plastic seals to second-tier suppliers. As a second-tier supplier and a facilitator of production rather than a direct manufacturer, Xinsen Group coordinates with us to fulfill orders. Upon receipt of purchase orders, RLSP procures rubber materials from our vendors. The production process involves outsourcing to third-party manufacturers for either work-in-process products (“WIP”) or finished products, based on management’s decisions in response to operational circumstances.
We employ two distinct forms of outsourced processing under Model B.
| 1) | RLSP purchases raw materials and subcontracts production to third-party manufacturers for WIP. Once WIP is finished and delivered to RLSP’s warehouse, RLSP performs certain manual processes, such as welding and constructing in order to meet the specification of the purchase orders. The completion of the final products is contingent upon a rigorous quality inspection conducted by RLSP, ensuring they meet the highest standards. | |
| 2) | RLSP purchases raw materials and subcontracts third party manufacturers to produce finished products. RLSP will trace and observe each step of production undertaken by third-party manufacturers, with a primary focus on the final quality control step. |
The finished products are delivered to the warehouses of Xinsen Group’s upstream first-tier suppliers, either from our locations or those of the third-party manufacturers. Quality inspection is carried out by assigned inspectors from Xinsen Group upon delivery. RLHK fulfills its obligation when the finished products reach Xinsen Group’s customers and pass the qualified quality inspection.
In the event of products that do not pass inspection, the Xinsen Group initiates a product replacement process. Upon confirmation of quality and quantity, and acceptance of finished products into Xinsen Group’s customers’ warehouses, invoices are provided to us as proof of delivery. The date of the invoices signifies the transfer of ownership and control of the finished products under model B from us to Xinsen Group and indirectly to its upstream first-tier suppliers. We recognize at such time as Xinsen Group’s customers accept delivery of products.
We also generate revenue through contract manufacturing model or OEM supply model, which is described in Model C.
Model C (OEM Supply Model)
The contract manufacturing process begins with the customer placing an order and supplying all necessary raw materials. We coordinate with qualified processing partners and dispatch our experienced technical personnel to provide on-site guidance and supervision throughout the production process.
If the subcontractor’s personnel are unable to complete certain steps to the required standard, we may assign our own workers to carry out or complete those specific processes using the equipment available at the subcontractor’s facility. This approach ensures that the final products meet the customer’s specifications and quality expectations, consistent with the contract manufacturing model previously adopted.
The customer is charged a processing fee, which is calculated based on the cost per individual part and settled monthly. At the start of each month, we calculate the number of parts processed in the previous month, and both parties confirm the quantity by stamping the relevant documents. Once confirmed, we issue an invoice for the processing fee, and the customer makes payment upon receipt of the invoice.
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Related Party Revenues
We generate revenue through the sale of automotive rubber and plastic sealing strips under an indirect supply model. RLHK receives purchase orders from its customers, Shanghai Xinsen and Shanghai Huaxin, which are related parties. The Company’s Chief Executive Officer, President and Chairperson, Ms. Xingxiu Hua, previously held a 90% ownership interest in Shanghai Xinsen. Effective October 1, 2022, Ms. Hua reduced her ownership interest in Shanghai Xinsen from 90% to 15%. Both Shanghai Xinsen and Shanghai Huaxin serve as certified second-tier suppliers to branded automobile manufacturers (the “Auto Manufacturers”).
Second-tier suppliers provide products to first-tier suppliers of original equipment manufacturers (“OEMs”). First-tier suppliers typically manufacture or assemble major automotive components, such as doors, rubber and plastic components, and other automobile parts. Auto Manufacturers issue consolidated purchase orders for complete sets of rubber and plastic components for specific vehicle models to their first-tier suppliers, who in turn subcontract the production of rubber and plastic sealing strips to second-tier suppliers.
As second-tier suppliers and facilitators of production rather than direct manufacturers, Shanghai Xinsen and Shanghai Huaxin coordinate with the Company to fulfill customer orders. Upon receipt of purchase orders, RLHK places corresponding orders with third-party vendors. These vendors are responsible for procuring raw materials and manufacturing the finished products. Throughout the production process, RLHK monitors and observes each key stage of manufacturing performed by the third-party vendors, with particular emphasis on final quality control.
Finished products are delivered either from the Company’s facilities or directly from third-party manufacturers to the warehouses of the first-tier suppliers designated by Shanghai Xinsen and Shanghai Huaxin. Upon delivery, quality inspections are performed by inspectors appointed by the end customers. RLHK’s performance obligation is considered fulfilled when the finished products are delivered to the customers designated by Shanghai Xinsen and Shanghai Huaxin and successfully pass the required quality inspections.
Cost of Revenues
Cost of revenues represents cost of goods sold and primarily consists of amounts paid to third-party vendors for manufacturing, logistics, and distribution services related to the production and delivery of finished products.
General and Administrative Expense
General and administrative expenses include the expenses for commercial support personnel, personnel in executive and other administrative functions, other commercial costs necessary to support the commercial operation of our products, professional fees for legal, consulting and accounting services.
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Interest Expense
Interest expense primarily consists of interest expense incurred under our Revolving Loan Agreement with banks, individual third parties, and minor bank service charges.
Income taxes
Under Hong Kong Profits Tax rules, only profits arising in or derived from Hong Kong are subject to Profits Tax. Profits sourced outside Hong Kong may qualify as offshore profits, which are not chargeable to Hong Kong Profits Tax, subject to IRD review. Management’s intention to apply for offshore tax exemption and the status of such application. Based on the current facts and circumstances, management considers RLHK’s income, if any, to be offshore in nature.
Results of Operations
Comparison of the Three Months Ended on March 31, 2026 and 2025
The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025:
| For three months ended on March 31, | ||||||||||||
| 2026 | 2025 | Changes | ||||||||||
| Sales-related parties | $ | 3,264,924 | $ | - | 3,264,924 | |||||||
| Total | 3,264,924 | - | 3,264,924 | |||||||||
| Cost of sales | 2,979,579 | - | 2,979,579 | |||||||||
| Gross profit (loss) | 285,345 | - | 285,345 | |||||||||
| Operating Expenses | ||||||||||||
| General & administrative expenses | 62,187 | 79,851 | (17,664 | ) | ||||||||
| Total operation expenses | 62,187 | 79,851 | (17,664 | ) | ||||||||
| Income (loss) from operation | 223,158 | (79,851 | ) | 303,009 | ||||||||
| Other income (expense): | ||||||||||||
| Interest expense | 20,904 | - | 20,904 | |||||||||
| Other (expense) income, net | - | - | - | |||||||||
| Total other expenses, net | 20,904 | - | 20,904 | |||||||||
| Net income (loss) from continuing operation before income taxes | 244,062 | (79,851 | ) | 323,913 | ||||||||
| Income tax expenses | - | - | - | |||||||||
| Net income (loss) from continuing operations | $ | 244,062 | $ | (79,851 | ) | $ | 323,913 | |||||
| Gain (loss) from discontinued operations | - | (265,485 | ) | 265,485 | ||||||||
| Net income (loss) | 244,062 | (345,336 | ) | 589,398 | ||||||||
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Sales Revenue
Sales revenue for the three months ended March 31, 2026 and 2025 was $3,264,924 and $0, respectively, representing an increase of approximately $3.2 million year over year. The Company did not generate revenue in the first quarter of 2025 due to a prior legal dispute with Ningbo Rongsen. On September 22, 2025, the Company established a wholly owned subsidiary in Hong Kong, RLHK, which has since become its primary operating entity and is engaged in the sale of automotive rubber and plastic sealing strips. The Company expects revenue to continue growing in future periods.
Cost of Sales
Cost of sales were $2,979,579 and $Nil for the three months ended March 31, 2026 and 2025, respectively and were consistent with the level of sales during the corresponding periods.
Income(loss) from operations
Gross income amounted to $223,158 and $(79,851) for the three months ended March 31, 2026 and 2025, respectively.
General and administrative cost
General and administrative expenses were $62,187 and $79,851 for the three months ended March 31, 2026 and 2025, respectively, decreasing by $17,664, or 22%, year over year. The decrease was primarily attributable to lower professional service fees incurred during the period ended March 31, 2026, mainly the legal expenses, which were mainly related to the Company’s application for uplisting to The Nasdaq Capital Market.
Income from Continuing Operations
For the three months ended March 31, 2026, income from operations was $244,062, as compared to loss from operations of $(79,851) for the three months ended March 31, 2025, an increase of $323,913 or 406% year over year.
Income (loss) from Discontinued Operations
On September 22, 2025, RLI established a new Hong Kong subsidiary, Rubber Leaf Limited (“RLHK”), to continue to conduct business specializing in sales of automotive rubber and plastic sealing strips as all principal orders. During the three months ended March 31, 2025, the Company generated $Nil of revenue through RLSP due to a prior legal dispute with Ningbo Rongsen. However, due to the uncertainty of resuming operations and related legal commitments, RLSP’s operations were not as expected, our management intended to change its operations. Subsequently on November 20, 2025, the Company entered into an agreement with a counterparty to sell certain assets and liabilities of RLSP. RLSP has been identified as discontinued operations in the accompanying consolidated financial statements. Net income (loss) from discontinued operations for the three months ended March 31, 2026 and 2025 were $Nil and ($265,485), respectively.
Net income (loss)
As a result of the factors described above, net income for the three months ended March 31, 2026, was $244,062, an improvement of $589,398, or 171%, compared to a net loss of $(345,336) for the same period in 2025.
Equity and Capital Resources
As of March 31, 2026, we had an accumulated deficit of $(2,309,823). As of March 31, 2026, we had cash of $3,221 and negative working capital of $(2,276,727), compared to cash of $1,105 and negative working capital of $(2,499,885) on December 31, 2025. The improvement in working capital was primarily attributable to the disposal of the Company’s former PRC subsidiary, RLSP, which had generated accumulated losses and significant working capital deficits in prior periods.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition., changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.
Critical Accounting Policies
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
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The critical accounting policies are discussed in further detail in the notes to the unaudited financial statements appearing elsewhere in this 10-Q report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and President, in order to allow timely consideration regarding required disclosures.
The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this report. Our management, including our Chief Executive Officer and President, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of March 31, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and President and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and President and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026 due to material weaknesses in our internal control over financial reporting related to insufficient U.S. GAAP knowledge and expertise and inadequate segregation of duties.
Notwithstanding the foregoing, management has substantial experience in preparing and reviewing the Company’s financial information and Exchange Act reports, and, to date, no material misstatements have been identified in the financial statements included in this Quarterly Report as a result of the material weaknesses described above. In addition, management performed additional review and analysis procedures to support the timely preparation of the Company’s financial statements and related disclosures for this Quarterly Report.
As part of its remediation efforts, management has engaged an outside accounting consultant with experience in U.S. GAAP and SEC financial reporting to assist in strengthening the Company’s financial reporting process and internal controls. Management is also enhancing its review procedures and implementing measures to improve segregation of duties. These material weaknesses will not be considered remediated until the applicable controls have been designed and implemented, have operated for a sufficient period of time, and management has concluded, through testing, that such controls are effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended March 31, 2026 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Except as set forth below, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation, and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our Company.
In March 2024, RLSP filed a complaint against Ningbo Rongsen Construction Co., Ltd (“Ningbo Rongsen”) with the Ningbo Fenghua District People’s Court of China, challenging the overvalued construction costs of our newly constructed factory. The case has been filed with the case number being (2024) Zhejiang 0213 Minchu No. 2289.
Concurrently with the RLSP filing mentioned above, Zhejiang Fengrong Construction Co., Ltd. (a.k.a Ningbo Rongsen) also filed a complaint against RLSP with the Ningbo Fenghua District People’s Court demanding RLSP to pay full construction costs, overdue penalty, attorney fees and other costs totaling US$7,163,361 (RMB50,844,103.89). The Ningbo Fenghua District People’s Court accepted the case filing. Ningbo Rongsen claimed that RLSP shall pay in accordance with the Settlement Payment Agreement and RLSP shall be responsible for the late payment.
On December 30, 2024, Ningbo Intermediate People’s Court made a final ruling concerning the above dispute, ordering RLSP to pay 1) US$6,956,830.46 (RMB49,378,191.44); and 2) late payment interests incurring from March 1, 2024 to the date of full payment at an interest rate of 1% per month; and 3) other expenses of US$4,226 (RMB30,000). RLSP has decided to initiate the re-trial proceeding and will file the application with Zhejiang High People’s Court of China within the statutory 6-month period upon the final ruling.
In May 2024, RLSP received a Notice of Legal Action from Taicang People’s Court of China, with RLSP being a co-defendant under a goods purchase contract dispute with case number (2024) SU0585 Minchu No. 3400. This lawsuit was initiated by Hecheng Special Rubber (Taicang) Co., Ltd. (“Taicang Hecheng”), claiming that RLSP and Yongliansen, acting as co-buyers, have purchased EPDM rubber from Taicang Hecheng since April 2023 but failed to pay purchase price for an aggregate amount of US$132,836.92 (RMB942,849.86). Taicang Hecheng therefore filed a complaint against RLSP and Yongliansen for the outstanding purchase price and the late payment fee.
In August 2024, Rubber Leaf Sealing Parts (Zhejiang) Co., Ltd. (“RLSP”) received a Notice of Legal Action from the Taicang People’s Court of China, where RLSP was named as a co-defendant alongside Yongliansen in a goods purchase contract dispute, under case number (2024) SU 0585 Minchu No. 10874. The lawsuit was initiated by Jiangsu Guanlian New Materials Technology Co., Ltd. (“Guanlian”), asserting that RLSP and Yongliansen, acting as co-buyers, had purchased goods from Guanlian since April 2023 but failed to settle the outstanding payment. The claimed amount totals RMB 823,695.12 (approximately US$116,013.40 based on exchange rates as of March 2025), representing the unpaid purchase price. Guanlian has demanded immediate payment of the overdue amount of RMB 823,695.12, along with a late payment penalty calculated at a rate of 0.3% per day on the principal amount, starting from July 4, 2023, until the date of actual payment. Additionally, Guanlian seeks to hold RLSP jointly and severally liable for the debt and requests that both defendants bear the full litigation costs.
In August 2024, Wuhan Economic and Technological Development Zone People’s Court accepted a case initiated by eGT against RLSP for a refund of a portion of the prepayment at US$1,063,316 (RMB7,547,203.80). RLSP argued eGT and RLSP started a business collaboration from September 2019 and signed around 29 advance payment agreements. The contract payment model was changed to a post-payment structure in June 2022. Since then, RLSP has continued to supply goods, which have not been fully settled. RLSP seeks full settlement of all outstanding receivables, including such outstanding amount for the transactions after June 2022, while eGT insisted that the prepayment shall not cover such purchases after June 2022. On November 4, 2024, Wuhan Economic and Technological Development Zone People’s Court ruled that RLSP shall refund eGT US$1,045,196 (RMB7,418,594.09) plus late payment interest incurring from August 2, 2024 at the rate of 3.35% per annum and RLSP shall claim any outstanding receivables through a separate lawsuit. An appeal has been filed by RLSP and the case is currently under review by Wuhan Intermediate People’s Court of China.
After the disposition of RLSP, and in accordance with the Share Purchase Agreement with Yongliansen, from and after the Closing, the following matters relating to RLSP shall be solely borne by Yongliansen and RLSP shall have no recourse against the Company: (i) all existing debts and obligations of the RLSP; (ii) all future debts, losses and obligations (including contingent matters); (iii) all ongoing, pending and potential future litigation, arbitration, administrative penalties or other disputes relating to RLSP.
Item 1A. Risk Factors.
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(A) Unregistered Sales of Equity Securities
None.
(B) Use of Proceeds
Not applicable.
(C) Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
During
the quarter ended March 31, 2026, no director or officer
Item 6. Exhibits
| Exhibit No. | Description | |
| 31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer and President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101* | Interactive Data Files | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Schema Document | |
| 101.CAL* | XBRL Calculation Linkbase Document | |
| 101.DEF* | XBRL Definition Linkbase Document | |
| 101.LAB* | XBRL Label Linkbase Document | |
| 101.PRE* | XBRL Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Furnished herewith and not to be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor incorporated by reference into any filing of Rubber Leaf Inc under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RUBBER LEAF INC | |
| Date: May 14, 2026 | /s/ Xingxiu Hua |
| Xingxiu Hua, Chief Executive Officer | |
| Date: May 14, 2026 | /s/ Hua Wang |
| Hua Wang, Chief Financial Officer |
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