STOCK TITAN

Elevator units of Taoping (NASDAQ: TAOP) post 2024 revenue and losses

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Taoping Inc. furnishes a Form 6-K providing historical and pro forma financial information for recently acquired elevator-service businesses in China. The report includes audited 2024 and 2023 statements for Shenzhen Smart Skyladder IoT and Tianjin Weida, plus unaudited 2025 interim results and pro forma combined figures reflecting ownership of Skyladder Group.

In 2024, Shenzhen Smart Skyladder generated total revenue of $1.0 million and recorded a net loss of $0.3 million, while Tianjin Weida produced $0.7 million of revenue with a smaller net loss. Management describes elevator servicing as a growth opportunity and prepares the subsidiary accounts on a going-concern basis.

Positive

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Negative

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Shenzhen Smart Skyladder 2024 revenue $1,009,582 Full year 2024 vs $1,720,343 in 2023
Shenzhen Smart Skyladder 2024 net result ($282,383) net loss Full year 2024 vs $123,846 net income in 2023
Shenzhen Smart Skyladder cash balance $353,908 Cash and cash equivalents at December 31, 2024 (vs $93,985 in 2023)
Shenzhen Smart Skyladder H1 2025 revenue $1,703,141 Six months ended June 30, 2025 vs $368,613 in 2024
Shenzhen Smart Skyladder H1 2025 net result ($82,498) net loss Six months ended June 30, 2025 (unaudited)
Tianjin Weida 2024 revenue $675,317 Full year 2024 vs $522,056 in 2023
Tianjin Weida 2024 net result ($17,354) net loss Full year 2024 vs ($105,225) net loss in 2023
Shenzhen Smart Skyladder working capital approximately $0.3 million Working capital as of December 31, 2024, improved from about $0.1 million in 2023
unaudited pro forma combined financial statements financial
"unaudited pro forma combined financial statements of the Company reflecting ownership of Skyladder Group"
Unaudited pro forma combined financial statements are estimated financial reports that show what two or more businesses’ results and positions would look like if they were combined, prepared without a formal audit. Investors use them like a preview or mock-up—similar to stitching together two household budgets—to judge the potential size, profits and risks of a deal, but they rely on assumptions and carry more uncertainty than audited numbers.
Maintenance, Repair and Operations supply financial
"The Company generates its revenue primarily from three sources: (1) project, (2) Maintenance, Repair and Operations supply (the “MRO”) and (3) services."
going concern financial
"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."
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
allowance for credit losses financial
"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."
Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.
Business combination financial
"In accordance with ASC 805, the Company applies acquisition method to account for business combination."
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

 

 

 

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

 

 

 

 

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

 

 

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 

 

 

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

 

 

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

 

 

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.

 

 

FAQ

What does Taoping (TAOP) disclose in this Form 6-K about Skyladder Group?

Taoping furnishes detailed financial statements for Shenzhen Smart Skyladder IoT and Tianjin Weida, subsidiaries held under Skyladder Group. It also includes unaudited pro forma combined financial statements showing how Taoping’s results would look assuming ownership of Skyladder Group and its entities during the periods presented.

How did Shenzhen Smart Skyladder IoT perform in 2024 under Taoping (TAOP)?

Shenzhen Smart Skyladder IoT reported 2024 revenue of about $1.0 million and a net loss of roughly $0.3 million. The business saw revenue decline from 2023 and higher administrative expenses, but year-end cash rose to about $0.4 million and working capital improved.

What are the key 2024 financial results for Tianjin Weida in Taoping’s (TAOP) filing?

Tianjin Weida Elevator generated $675,317 of revenue in 2024, up from 2023, with a net loss of $17,354, significantly narrower than the prior year. It ended 2024 with $137,651 in cash and current assets of $873,293 against current liabilities of $843,362.

What do the June 30, 2025 interim results show for Shenzhen Smart Skyladder in Taoping’s (TAOP) 6-K?

For the six months ended June 30, 2025, Shenzhen Smart Skyladder recorded revenue of $1.7 million and a net loss of $82,498. Equity increased to $375,315 after additional capital contributions, while cash stood at $40,783 and short-term bank loans rose significantly.

How does Taoping (TAOP) describe the elevator services market in this 6-K filing?

Management notes China has about 12 million elevators in operation, with nearly 10% in service over 15 years. It cites state policies supporting renewal and servicing of aged elevators, framing elevator services as an expanding market and supporting the going-concern basis for Shenzhen Smart Skyladder’s financial statements.

What is the purpose of the unaudited pro forma combined financial statements in Taoping’s (TAOP) 6-K?

The unaudited pro forma combined financial statements illustrate how Taoping, Skyladder Group, and its subsidiaries would appear as a single company as of June 30, 2025 and for specified periods. They are labeled as informational only and are not presented as actual or projected future operating results.

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