UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

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

For the transition period from to

Commission File Number 000-32585

SUNRISE REAL ESTATE GROUP, INC.

(Exact name of registrant as specified in its charter)

Texas		75-2713701
(State or other jurisdiction ofincorporation or organization)		(I.R.S. Employer Identification No.)

No. 18, Panlong Road,

Shanghai, PRC 201702

(Address of Principal Executive Offices) (Zip Code)

Issuer’s telephone number: + 86-21-~~6139~~6067-~~8018~~3830

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

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

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

Yes ☐ No ☒

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

Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or aan ~~smaller~~emerging ~~reporting~~growth company. See the definitions of “large accelerated filer,” “accelerated filer,” ~~and~~ “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~December~~May 118, ~~2025~~2026 –68,691,925 shares of Common Stock

Table of Contents

FORM 10-Q

For the Quarter Ended ~~September~~March 3031, ~~2025~~2026

INDEX


		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of ~~September~~March 3031,~~2025~~ 2026 and December 31, ~~2024~~2025	3
	Condensed Consolidated Statements of Operations for The Three Months ~~and Nine Months~~ Ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025	4
	Condensed Consolidated Statements of ~~Stockholders’~~Comprehensive ~~Equity~~Gain for ~~the~~The Three Months ~~and Nine Months~~ Ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025	5
	Condensed Consolidated Statements of ~~Cash~~Stockholders’ ~~Flows~~Equity for The ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025	76
	Condensed Consolidated Statements of Cash Flows for The Three Months Ended March 31, 2026 and 2025	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1918
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2523
Item 4.	Controls and Procedures	2624

PART II.	OTHER INFORMATION	2725
Item 1.	Legal Proceedings	2725
Item 1A	Risk Factors	2725
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2725
Item 3.	Defaults Upon Senior Securities	2725
Item 4.	Mine Safety Disclosures	2725
Item 5.	Other Information	2725
Item 6.	Exhibits	2826

SIGNATURES		2927

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Expressed in U.S. Dollars)


	~~September~~March 3031,		December 31,
	~~2025~~2026		~~2024~~2025
ASSETS

Current assets
Cash and cash equivalents	$	1714,~~119~~342,~~509~~048	$	1916,~~945~~751,~~761~~284
Restricted cash (Note 3)		~~115~~118,~~241~~220		1116,~~122,324~~727
Transactional financial assets (Note 4)		2519,~~266~~044,~~351~~145		2321,~~966~~174,~~573~~389
Accounts receivable		8,249,703		328,427
Accounts receivable, net		3,221,584		7,511,486
Real estate property under development (Note 5)		5936,~~301~~263,~~017~~766		6335,~~953~~714,~~601~~480
Amount due from an unconsolidated affiliate		15,447,217		15,964,637
Amount due from an unconsolidated affiliate (Note 9)		18,466,521		15,616,299
Other receivables and deposits, net (Note 6)		56,~~952~~290,~~288~~487		85,~~249~~757,~~209~~294
Total current assets		~~131~~97,~~451~~746,~~326~~771		~~133~~102,~~530~~641,~~532~~959

Property and equipment, net (Note 7)		~~332~~266,~~156~~387		~~433~~306,~~302~~251
Investment properties, net (Note 8)		2524,~~694~~274,~~832~~058		2624,~~721~~331,~~490~~944
Investment in an unconsolidated affiliate (Note 9)		13,~~890~~932,~~103~~720		13,~~381~~715,~~808~~866
Other investments (Note 10)		~~308~~317,~~782~~087		~~632~~312,~~373~~152
Total assets	$	~~171~~136,~~677~~537,~~199~~023	$	~~174~~141,~~699~~308,~~505~~172

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Promissory notes payable (Note 11)		1,407,360		1,391,130
Promissory notes payable (Note 12)		1,445,212		1,422,718
Accounts payable (Note 14)		17,125,203		16,871,500
Accounts payable (Note 15)		12,240,378		14,585,403
Amounts due to directors (Note 12)		752,060		743,387
Amounts due to directors (Note 13)		772,288		760,267
Amount due to an affiliate (Note 15)		28,475,586		33,823,253
Amount due to an affiliate (Note 16)		26,568,528		27,209,737
Customer deposits (Note 16)		17,046,879		17,502,037
Customer deposits (Note 17)		17,618,970		17,105,723
Other payables and accrued expenses (Note 13)		5,061,425		7,109,119
Other payables and accrued expenses (Note 14)		2,899,773		2,857,269
Other taxes payable		86,~~957~~070		~~278~~91,~~236~~191
Income taxes payable (Note 17)		897		6,105
Income taxes payable (Note 18)		4,398		4,329
Dividends payables		—		—
Total current liabilities		61,635,617		64,036,637
Total current liabilities		69,956,367		77,724,767

Long-term income tax payable (Note 17)		—		—
Long term income tax payable (Note 18)		—		—
Total liabilities		6961,~~956~~635,~~367~~617		7764,~~724~~036,~~767~~637

Commitments and contingencies (Note 18)
Commitments and contingencies (Note 19)

Shareholders’ equity
Common stock, par value $0.01 per share; 200,000,000 shares Authorized; 68,691,925 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		686,919		686,919
Common stock, par value $0.01 per share; 200,000,000 shares Authorized; 68,691,925 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		686,919		686,919
Additional paid-in capital		8,110,008		8,110,008
Statutory reserve (Note 20)		3,893,120		3,893,120
Retained Earnings		9679,~~071~~341,~~572~~601		9082,~~363~~052,~~630~~439
Accumulated other comprehensive income		79,~~289~~820,~~935~~454		68,~~095~~302,~~427~~758
Total deficit of Sunrise Real Estate Group, Inc.		116,051,554		109,149,104
Total Equity of Sunrise Real Estate Group, Inc.		101,852,102		103,045,244
Non-controlling interests		(1426,~~330~~950,~~722~~696)		(1225,~~174~~773,~~366~~709)
Total shareholders’ equity		~~101~~74,~~720~~901,~~832~~406		9677,~~974~~271,~~738~~535
Total liabilities and shareholders’ equity	$	~~171~~136,~~677~~537,~~199~~023	$	~~174~~141,~~699~~308,~~505~~172

See accompanying notes to consolidated financial statements.

Table of Contents

SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Expressed in U.S. Dollars)


	Three Months Ended ~~September~~March 3031,				~~Nine Months Ended September 30,~~
	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Net revenues	$	~~926~~679,~~862~~834	$	79,~~221~~787,~~619~~786	$	~~12,357,341~~	$	~~13,569,743~~
Cost of revenues		(1871,~~002,308~~947)		(59,~~705~~888,~~763~~924)		~~(11,514,609)~~		~~(11,371,990)~~
Gross profit (loss)		(75192,~~446~~113)		1(101,~~515,856~~138)		~~842,732~~		~~2,197,753~~

Operating expenses		(~~335~~268,~~539~~762)		(15346,~~464~~541)		~~(938,068)~~		~~(686,943)~~
General and administrative expenses		(~~725~~569,~~207~~427)		(~~751~~607,~~212~~870)		~~(2,248,168)~~		~~(2,126,643)~~
Operating profit (loss)		(1,~~136~~030,~~192~~302)		~~749~~(1,~~180~~055,549)		~~(2,343,504)~~		~~(615,833)~~

Other income (expenses)
Interest income		35,880		34,405		75,900		156,303
Interest income (expense)		30,949		(16,451)
Interest expense		(~~422~~372,~~067~~127)		(~~562~~414,~~991~~647)		~~(1,284,396)~~		~~(1,689,165)~~
Other income (loss), net		5,707,470		3,073,545		7,505,561		(3,471,645)
Unrealized gain on equity securities		4,310,678
Total other Income		5,321,283		2,544,959		6,297,065		(5,004,507)
Other income (expense), net		(6,415,597)		(758,945)

Total Other Income (expense)		(2,446,097)		(1,190,043)
Income (loss) before income taxes		4,185,091		3,294,139		3,953,561		(5,620,340)


Income (loss) before income taxes		(3,476,399)		(2,245,592)
Income tax benefit (expense)		34,747		(21,673)		(243,794)		(190,889)
Income tax benefit		—		(1,885)

Net income (loss)		(3,476,399)		(2,247,477)
Net income (loss)		4,219,838		3,272,466		3,709,767		(5,811,229)
Less: Net (income) loss attributable to non-controlling Interests		765,561		1,332,863
Less: Net (income) loss attributable to non-controlling interests		581,087		(142,424)		1,998,175		1,334,382
Net income (loss) attributable to shareholders of Sunrise Real Estate Group, Inc.	$	(2,710,838)	$	(914,614)
Net income attributable to shareholders of Sunrise Real Estate Group, Inc.	$	4,800,925	$	3,130,042	$	5,707,942	$	(4,476,847)

Net income (loss)		4,219,838		3,272,466		3,709,767		(5,811,229)
Earnings per share – basic and fully diluted	$	(0.04)	$	(0.01)
Other comprehensive income (loss) Foreign currency translation adjustment		592,343		2,352,355		1,036,327		1,557,738

Discontinuation of the equity method for an investment		—		—		—		—
Weighted average common shares outstanding
Comprehensive income (loss)		4,812,181		5,624,821		4,746,094		(4,253,491)
- Basic and fully diluted		68,691,925		68,691,925
Less: Comprehensive income (loss) attributable to non-controlling interests		684,293		(104,786)		2,156,356		1,348,220
Total comprehensive income (loss) attributable to shareholders		5,496,474		5,520,035		6,902,450		(2,905,271)
Earnings per share – basic and fully diluted	$	0.07	$	0.05	$	0.08	$	(0.07)

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

See accompanying notes to ~~unaudited condensed~~ consolidated financial statements.

Table of Contents

SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’~~COMPREHENSIVE ~~EQUITY~~INCOME (UNAUDITED)

(Expressed in U.S. Dollars)


	Three Months Ended March 31,										~~Accumulated~~				~~Total~~
	~~Common Stock~~2026		2025		~~Additional~~				~~Retained~~		~~Other~~				~~Stockholders’~~
	Number of				Paid-in		Statutory		Earnings		Comprehensive		Non-controlling		(Deficit)
Net Income (loss)	$	(3,476,399)	$	(2,247,477)
	~~shares issued~~		~~Amount~~		~~Capital~~		~~Reserve~~		~~(Deficits)~~		~~Income~~		~~Interests~~		~~Equity~~
Balance, December 31, 2024		68,691,925	$	686,919	$	8,110,008	$	3,893,120	$	90,363,630	$	6,095,427	$	(12,174,366)	$	96,974,738
Other comprehensive income (loss)
Profit (loss) for the period		—		—		—		—		5,707,942		—		(1,998,175)		3,709,767
- Foreign currency translation adjustment		1,106,270		(340,352)
Dividend		—		—		—		—		—		—		—		—
Total comprehensive income (loss)		(2,370,129)		(2,587,829)
Translation of foreign operations		—		—		—		—		—		1,194,508		(158,181)		1,036,327
Less: Comprehensive (income) loss attributable to non-controlling interests		1,176,987		1,349,680
Balance, September 30, 2025		68,691,925		686,919		8,110,008		3,893,120		96,071,572		7,289,935		(14,330,722)		101,720,832

Total comprehensive income (loss) attributable to stockholders of Sunrise Real Estate Group, Inc.	$	(1,193,142)	$	(1,238,149)


											Accumulated				Total
	Common Stock				Additional				Retained		Other				Stockholders’
	Number of				Paid-in		Statutory		Earnings		Comprehensive		Non-controlling		(Deficit)
	shares issued		Amount		Capital		Reserve		(Deficits)		Income		Interests		Equity
Balance, June 30, 2025		68,691,925	$	686,919	$	8,110,008	$	3,893,120	$	91,270,647	$	6,594,386	$	(13,646,429)	$	96,908,651
Profit (loss) for the period		—		—		—		—		4,800,925		—		(581,087)		4,219,838
Translation of foreign operations		—		—		—		—		—		695,549		(103,206)		592,343
Balance, September 30, 2025		68,691,925		686,919		8,110,008		3,893,120		96,071,572		7,289,935		(14,330,722)		101,720,832

See accompanying notes to consolidated financial statements.

Table of Contents

SUNRISE REAL ESTATE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(Expressed in U.S. Dollars)


											Accumulated				Total
	Common Stock				Additional				Retained		Other				Stockholders’
	Number of				Paid-in		Statutory		Earnings		Comprehensive		Non-controlling		(Deficit)
	shares issued		Amount		Capital		Reserve		(Deficits)		Income		Interests		Equity
Balance, December 31, 2023		68,691,925	$	686,919	$	8,110,008	$	3,986,618	$	99,169,737	$	7,311,786	$	(3,072,696)	$	116,192,372
Balance, December 31, 2025		68,691,925	$	686,919	$	8,110,008	$	3,893,120	$	82,052,439	$	8,302,758	$	(25,773,709)	$	77,271,535
Profit (loss) for the period		—		—		—		—		(42,~~476~~710,~~847~~838)		—		(1765,~~334,382~~561)		(53,~~811~~476,~~229~~399)
Termination of company within the consolidated statements		—		—		—		(93,498)		281,713		—		(69,222)		118,993
Discontinuation of the equity method for an investment		—		—		—		—		—		—		—		—
Translation of foreign operations		—		—		—		—		—		1,502,354		55,384		1,557,738
Capital contribution from non-controlling interests of new consolidated subsidiaries		—		—		—		—		—		—		—		—
Balance, September 30, 2024		68,691,925		686,919		8,110,008		3,893,120		94,974,603		8,814,140		(4,420,916)		112,057,874
Translation of foreign operations		—		—		—		—		—		1,517,696		(411,426)		1,106,270
Balance, March 31, 2026		68,691,925		686,919		8,110,008		3,893,120		79,341,601		9,820,454		(26,950,696)		74,901,406


											Accumulated				Total
	Common Stock				Additional				Retained		Other				Stockholders’
	Number of				Paid-in		Statutory		Earnings		Comprehensive		Non-controlling		(Deficit)
	shares issued		Amount		Capital		Reserve		(Deficits)		Income		Interests		Equity
Balance, June 30, 2024		68,691,925	$	686,919	$	8,110,008	$	3,986,618	$	91,562,848	$	6,493,369	$	(4,525,702)	$	106,314,060
Balance, December 31, 2024		68,691,925	$	686,919	$	8,110,008	$	3,893,120	$	90,363,630	$	6,095,427	$	(12,174,366)	$	96,974,738
Profit (loss) for the period		—		—		—		—		3(914,~~130,042~~614)		—		~~142~~(1,~~424~~332,863)		3(2,~~272~~247,~~466~~477)
Termination of company within the consolidated statements		—		—		—		(93,498)		281,713		—		(69,222)		118,993
Discontinuation of the equity method for an investment		—		—		—		—		—		—		—		—
Translation of foreign operations		—		—		—		—		—		2,320,771		31,584		2,352,355
Capital contribution from non-controlling interests of new consolidated subsidiaries		—		—		—		—		—		—		—		—
Balance, September 30, 2024		68,691,925		686,919		8,110,008		3,893,120		94,974,603		8,814,140		(4,420,916)		112,057,874
Translation of foreign operations		—		—		—		—		—		(323,535)		(16,817)		(340,352)
Balance, March 31, 2025		68,691,925		686,919		8,110,008		3,893,120		89,449,016		5,771,892		(13,524,046)		94,386,909

See accompanying notes to consolidated financial statements.

Table of Contents

SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in U.S. Dollars)


	~~Nine~~Three Months Ended ~~Sept.~~March 3031,
	~~2025~~2026		~~2024~~2025
Cash flows from operating activities
Net income (loss)	$	(3,~~709~~476,~~767~~399)	$	(52,~~811~~247,~~229~~477)

Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation and amortization		1461,~~409,547~~536		1454,~~267,958~~201
Loss (Gain) on disposal of property, plant and equipment		—		128,243
Loss (gain) on disposal of property, plant and equipment		14,806
Changes in assets and liabilities
Accounts receivable		(74,~~853~~508,~~998)~~095		~~300~~(6,~~982~~229,397)
Real estate property under development		5595,~~355,469~~062		79,~~416~~168,~~179~~131
Customer Deposits		(~~654~~36,~~071~~124)		(4363,~~690,658~~576)
Amount due from unconsolidated affiliates		(42,~~998~~398,~~227~~960)		1(6,~~689~~554,~~962~~099)
Other receivables and deposits		2(346,~~373,987~~451)		~~323~~1,~~109~~002,325
Deferred tax assets		—		—
Accounts payable		(2,799,250)		(2,491,456)
Net cash from directors		—		(7,113)
Other payables and accrued expenses		(49,040)		(86,231)
Accounts payable		56,407		(3,710,779)
Dividends		—		—
Other payables and accrued expenses		(2,113,562)		(124,460)
Due to directors		(12,341)		—
Dividend		—		—
Other taxes payable		(8,010)		(29,397)
Other taxes payable		(192,966)		(6,861)
Income taxes payable		(70)		(4,231)
Income taxes payable		(5,237)		(1,917,026)
Net cash provided by (used in) operating activities		(3,547,146)		(7,381,207)
Net cash provided by (used in) operating activities		(2,912,884)		(5,141,693)

Cash flows from investing activities
Purchases of property and equipment		—		(17,624)
Acquisition of property, plant and equipment		—		—
Net Cash from Transactional financial assets		(1,011,984)		7,273,189
Net cash from transactional financial assets		2,796,169		4,073,450
Dividend distribution of affiliates		—		—
Net cash provided by (used in) investing activities		2,796,169		4,073,450
Net cash provided by (used in) investing activities		(1,011,984)		7,255,565

Cash flows from financing activities
Dividends paid to shareholders		—		—
Repayment from an affiliate		(1,445,212)		—
Net cash provided by (used in) financing activities		—(1,445,212)		—

Effect of exchange rate changes on cash and cash equivalents		91(211,~~533~~554)		~~353~~(423,~~999~~725)

Net increase in cash and cash equivalents		(3,833,335)		2,467,871
Net increase in cash, cash equivalents, and restricted cash		(2,407,743)		(3,731,482)
Cash and cash equivalents, and restricted cash at beginning of period		21,068,085		23,177,131
Cash, cash equivalents, and restricted cash at beginning of period		16,868,011		21,068,085
Cash and cash equivalents, and restricted cash at end of period	$	17,234,750	$	25,645,002
Cash, cash equivalents, and restricted cash at end of period	$	14,460,268	$	17,336,603

Supplemental disclosure of cash flow information
Income taxes paid	$	~~243,794~~—	$	21,~~098,086~~885
Interest paid		—		—

See accompanying notes to consolidated financial statements.

Table of Contents

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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

As of ~~September~~March 3031, ~~2025~~2026, the Company has the following major subsidiaries and equity investment.


			% of Ownership	Relationship
	Date of	Place of	held by the	with the
Company Name	Incorporation	Incorporation	Company	Company	Principal Activity
Sunrise Real Estate Development Group, Inc. (CY-SRRE)	April 30, 2004	Cayman Islands	100%	Subsidiary	Investment holding
Lin Ray Yang Enterprise Limited (“LRY”)	November 13, 2003	British Virgin Islands	100%	Subsidiary	Investment holding
Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”)	August 20, 2001	PRC	100%	Subsidiary	Property brokerage services
Shanghai Shang Yang Investment Management and consultation Company Limited (“SHSY”)	February 5, 2004	PRC	100%	Subsidiary	Property brokerage services
Suzhou Xi Ji Yang Real Estate Consultation Company Limited (“SZXJY”)	June 25, 2004	PRC	75%	Subsidiary	Property brokerage services
Linyi Shangyang Real Estate Development Company Limited (“LYSY”)	October 13, 2011	PRC	34%2	Subsidiary	Real estate development
Sanya Shang Yang Real Estate Consultation Company Limited (“SYSY”)	September 18, 2008	PRC	100%	Subsidiary	Property brokerage services
Shanghai Rui Jian Design Company Limited (“SHRJ”)	August 15, 2011	PRC	100%	Subsidiary	Property brokerage services
Linyi Rui Lin Construction and Design Company Limited (“LYRL”)	March 6, 2012	PRC	100%	Subsidiary	Investment holding
Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”)	December 28, 2009	PRC	49%	Equity investment	Real estate development
Shanghai Da Er Wei Trading Company Limited (“SHDEW”)	June 6, 2013	PRC	19.91%3	Equity investment	Import and export trading
Shanghai Hui Tian (“SHHT”)	July 25, 2014	PRC	100%	Subsidiary	Investment holding
Shanghai Shangyang Tianxi (“SHTX”)	July 25, 2014	PRC	19.91%	~~Subsidiary~~Equity Investment	Investment holding
Huaian Zhanbao Industrial Co., Ltd. (“HAZB”)	December 6, 2018	PRC	78.46%4	Subsidiary	Investment holding
Huaian Tianxi Real Estate Development Co., Ltd (“HATX”)	October, 2018	PRC	78.46%4	Subsidiary	Investment holding
Shanghai Taobuting Media Co., Ltd. (“TBT”)	July 1, 2020	PRC	7.5%	~~Subsidiary~~Equity Investment	Streaming platform
Shangyang International PTE. LTD.	August 19,2022	SINGAPORE	100%	Subsidiary	Investment holding
Shanghai Da Er Wei Industry Co., Ltd. (SYIP)	Oct. 20, 2020	PRC	19.58%	Subsidiary	Investment holding
Shanghai Da Er Wei Industry Co., Ltd.	Oct. 20, 2020	PRC	19.58%	Equity Investment	Investment holding
Shanghai Zhuangyanting Trading Co., Ltd. (SHZYT)	Sep. 21, 2023	PRC	19.9%	Subsidiary	Investment holding
Shanghai Zhuangyanting Trading Co., Ltd.	Sep. 21, 2023	PRC	19.9%	Equity Investment	Investment holding
Shanghai Shifengmei Brand Mgmt. Co., Ltd. (SHSFM)	Nov. 27, 2023	PRC	19.9%	Subsidiary	Investment holding
Shanghai Shifengmei Brand Mgmt. Co., Ltd.	Nov. 27, 2023	PRC	19.9%	Equity Investment	Investment holding
Shanghai Aoyue Bio-Tech Co., Ltd. (SHAY)	Nov. 27, 2023	PRC	19.9%	Subsidiary	Investment holding
Shanghai Aoyue Bio-Tech Co., Ltd.	Nov. 27, 2023	PRC	19.9%	Equity Investment	Investment holding
Shanghai Maitinghao Trading Co., Ltd. (SHMTH)	Sep. 21, 2023	PRC	19.9%	Subsidiary	Investment holding
Shanghai Maitinghao Trading Co., Ltd.	Sep. 21, 2023	PRC	19.9%	Equity Investment	Investment holding
Shanghai Xinshangyang Creative Communication Co., Ltd. (SHXSY)	Dec. 25, 2024	PRC	100%	Subsidiary	Streaming platform
Shanghai Xinshangyang Media Comu. Co., Ltd.	Dec. 25, 2024	PRC	100%	Subsidiary	Streaming platform

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

In December 2019, SHDEW had an employee stock bonus where its employees received their issued shares. This resulted in the dilution of our ownership of SHDEW from 20.38% to 19.91%. According to a resolution adopted by the shareholders of SHDEW in October 31,2023, SHDEW will close its operations at the end of 2026.

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

The accompanying condensed consolidated balance sheet as of December 31, ~~2024~~2025, which has been derived from the audited consolidated financial statements and the accompanying unaudited condensed consolidated financial statements, ~~has~~have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations and the Company believes that the disclosures made are adequate to make the information not misleading.

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In the opinion of ~~the Company’s~~ management, these condensed consolidated financial statements reflect all adjustments which are of a normal recurring nature and which are necessary to present fairly the financial position of ~~the~~Sunrise ~~Company~~Real Estate as of ~~September~~March 3031, ~~2025~~2026 and the results of operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, and the cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025. These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025. The results of operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2025,~~2026 are not necessarily indicative of the results which may be expected for the entire fiscal year.

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Principles of Consolidation

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

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

Foreign Currency Translation and Transactions

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

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

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

The exchange rates as of ~~September~~March 3031, ~~2025,~~2026 and December 31, ~~2024~~2025 are $1: ~~RMB7~~RMB 6.~~1055~~9194 and $1: RMB7.~~1884~~0288, respectively.

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

Real Estate Property under Development

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

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

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

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

In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 square meters ~~(“sqm”)~~for tothe ~~develop~~purpose of developing villa-style residential housing. The LYSY project has divided into three phases ~~at this moment~~. Phase 1 has completed construction of 121 units in May 2015 and sold 119 units out of all 121 units asat the end of ~~October~~April 3130, ~~2025~~2026. Phase 2 was divided into north and south area and completed construction of 84 units at the end of 2020. All units have been sold during phase 2 by the end of April 30, 2026. Phase 3 began construction in ~~the~~ first quarter of 2021 and sold 2834 units out of 51 units as of ~~October~~April 3122, ~~2025~~2026. In September 2020, the Company expanded the Linyi project by purchasing an additional 54,312 ~~sqm~~square ~~for~~meters in the amount of 228 million RMB for future development.

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters (“sqm”). In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of ~~October~~April 3130, ~~2025~~2026, the Company sold 655 units, respectively, out of 679 units of the first phase and sold 600 units out of 873 of the second phase.

Long Term Investments

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

Investment in Unconsolidated Affiliates

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

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

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

Other Investments

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

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Revenue Recognition

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

All revenues represent gross revenues less sales and business tax.

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

The Company ~~adopted~~recognizes ASC 606 on January 1, 2018, using the modified retrospective approach with no restatement of comparative periods and no cumulative-effect adjustment to retained earnings recognized as of the date of adoption. A significant portion of the Company’s revenue ~~is derived~~ from ~~development~~real ~~and~~estate sales ofat ~~condominium~~a ~~real~~point ~~estate property~~ in ~~the PRC, with revenue previously recognized using the percentage of completion method. Under the new standard, to recognize revenue over~~ time ~~similar~~when to the ~~percentage~~customer ofobtains ~~completion~~control ~~method, contractual provisions need to provide the Company with an enforceable right to payment, and the Company has no alternative use~~ of the ~~asset. Historically~~property, ~~all~~which ~~contracts~~is ~~executed~~generally byupon ~~the~~delivery ~~Company contained an enforceable right to home purchase payments~~ and ~~the~~acceptance ~~Company had no alternative use~~ of ~~assets. Therefore,~~ the ~~adoption~~completed ofunit. ~~ASC~~All ~~606~~revenues ~~did~~represent ~~not~~gross ~~have~~revenues aless ~~material~~applicable ~~impact~~value-added ontax ~~the~~(“VAT”) ~~Company’s~~and ~~consolidated~~other ~~financial~~sales ~~statements~~taxes.

Net Earnings (Loss) per Common Share

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

Recently Adopted Accounting Standards

On January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which requires disclosure of gross write-offs of finance receivables by year of origination. The adoption of this standard did not have a material impact on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. We are currently assessing the impact this standard will have on our disclosures.

New Accounting Pronouncements

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

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NOTE 3 – RESTRICTED CASH

The Company is required to maintain certain deposits with the bank for those home buyers that ~~have~~has applied for a housing loan from their bank. This deposit is a percentage ofto each home buyer’s bank loan for the purpose of purchasing ~~a home~~ in our project. Once we complete the ~~transfer~~handover h to the buyer, these deposits become unrestricted. As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, the Company held cash deposits of $~~115~~118,~~241~~220 and $1116,~~122~~727,~~324,~~ respectively.

NOTE 4 – TRANSACTIONAL FINANCIAL ASSETS

As of ~~September~~March 3031, ~~2025~~2026, we ~~had~~have $2519,~~266~~044,~~351~~145 invested in bank wealth management investment products. The investments ~~have~~are short ~~term~~termed with maturity periods and can be rolled into a maturity date of our choosing or automatically rolled into subsequent maturity ~~periods~~period. The annualized rate of return may range from 2.08% to 23.765% depending on the amount and time period invested.

In addition to the wealth management products described above, the Company also invests in equity securities. These equity securities are measured at fair value on a recurring basis, with fair value determined based on quoted market prices in active markets for identical assets. Accordingly, such investments are classified as Level 1 within the fair value hierarchy in accordance with ASC 820, “Fair Value Measurement.”

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Unrealized gains and losses resulting from changes in the fair value of equity securities are recognized in earnings and presented separately as “unrealized gain (loss) on equity securities” in the consolidated statements of operations. Realized gains and losses upon disposal of equity securities are recorded in “other income (expense), net.”

For the three months ended March 31, 2026, the Company recognized an unrealized gain of $4,310,678 related to these equity securities, primarily due to changes in market prices during the period.

NOTE 5 – REAL ESTATE PROPERTY UNDER DEVELOPMENT

Real estate property under development represents the Company’s real estate development project in Linyi, the PRC (“Linyi Project”), which is located on the junction of Xiamen Road and Hong Kong Road in Linyi City Economic Development Zone, Shandong Province, PRC. This project covers a site area of approximately 103,385 ~~sqm~~square meters for the development of villa-style residential housing buildings. The Company acquired the site and commenced construction of this project during the fiscal year of 2012. We sold 119 of 121 Phase 1 villas, and sold all 84 ~~villas~~units ~~out~~in Phase 2 as of ~~all~~April 8430, ~~units~~2026. inAs to Phase 23, ~~and~~we sold 2834 units out of 51 units ~~in Phase 3~~ as of ~~October~~April 3130, ~~2025~~2026.

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 ~~sqm~~square meters. In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of ~~October~~April 3130, ~~2025~~2026, the Company sold 655 units, respectively, out of 679 units of the first phase and sold 600 ~~units~~ out of 873 of the second phase.

As of ~~September~~March 3031, ~~2025~~2026, land use rights included in real estate property under development totaled $5936,~~301~~263,~~017~~766.

NOTE 6 – OTHER RECEIVABLES AND DEPOSITS, NET


	~~September~~March 3031,		December 31,
	~~2025~~2026		~~2024~~2025
Advances to staff	$	~~286~~278,~~944~~465		85272,~~662~~344
Rental deposits		78,~~865~~062		~~703~~7,~~326~~937
Prepaid expense		226,~~166~~503		2122,~~910~~408
Prepaid tax		35,~~744~~126,~~842~~269		54,~~500~~650,~~285~~319
Other receivables		1871,~~890,470~~188		1804,~~938,027~~287
	$	56,~~952~~290,~~288~~487	$	85,~~249~~757,~~209~~294

Other receivables and deposits as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 were stated net of allowance for doubtful accounts of $1,~~648~~666,~~144~~129 and $1,~~629~~666,~~137~~129, respectively.

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NOTE 7 – PROPERTY AND EQUIPMENT, NET


	~~September~~March 3031,		December 31,
	~~2025~~2026		~~2024~~2025
Furniture and fixtures	$	~~101~~117,~~644~~999	$	90116,~~761~~162
Computer and office equipment		~~219~~144,~~110~~114		~~204~~208,~~016~~462
Motor vehicles		~~569~~584,~~968~~921		23575,~~079~~817
Properties		1,~~551~~593,~~711~~445		21,~~104~~568,~~706~~644
		2,~~442~~440,~~433~~480		2,~~422~~469,~~562~~086
Less: Accumulated depreciation		(2,~~110~~174,~~277~~093)		(12,~~989~~162,~~260~~835)
	$	~~332~~266,~~156~~387	$	~~433~~306,~~302~~251

Depreciation and amortization expense for property and equipment amounted to $~~121~~11,~~017~~258 and $3739,~~945~~346 for the ~~nine~~three months ended ~~September~~March 3031, ~~2025,~~2026 and ~~2024~~2025, respectively.

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NOTE 8 – INVESTMENT PROPERTIES, NET


	~~September~~March 3031,		December 31,
	~~2025~~2026		~~2024~~2025
Investment properties	$	40,~~991~~712,~~825~~154	$	40,~~519~~078,~~088~~489
Less: Accumulated depreciation		(1516,~~296~~438,~~993~~096)		(1315,~~797~~746,~~598~~545)
	$	2524,~~694~~274,~~832~~058	$	2624,~~721~~331,~~490~~944

Depreciation and amortization expense for investment properties amounted to $1440,~~327,692~~330 and $1441,~~068,721~~781 for the ~~nine~~three months ended ~~September~~March 3031, ~~2025,~~2026 and ~~2024~~2025, respectively.

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

The investments in unconsolidated affiliates primarily consist of SHDEW (19.91)%, DEWSY (19.58%), SHAY(19.91%), SHZYT(19.91%), SHSFM(19.91%), SHMTH(19.91%) and SHTX (19.91%). As of ~~September~~April 30, ~~2025~~2026, the investment amount in SHDEW was $12,~~470~~805,~~064~~451, DEWSY was $~~551~~234,~~117~~979, SHAY was $~~155~~160,~~988~~183, SHZYT was $~~280~~287,~~258~~795, SHSFM was $3536,~~506~~461, SHMTH was $8891,~~765~~152, and SHTX was $28,~~147~~904.

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

NOTE 10 – OTHER INVESTMENTS, NET

According to ASU 2016-01, where the Company has no significant influence, the investment is classified as other investments in the balance sheet and is carried under the measurement alternative method. The measurement alternative measures the equity investment at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the carrying amount of the Company’s measurement alternative investments was $~~308~~317,~~782~~087 and $~~632~~312,~~373~~152, respectively.

The Company performs impairment assessment of its investments under the measurement alternative whenever events or changes in circumstances indicate that the carrying value of the investment may not be fully recoverable. Impairment charges in connection with the measurement alternative investments of nil were recorded in others, net in the Consolidated Statements of Operations and Comprehensive Income/(Loss) for the years ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively.

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NOTE 11 – PROMISSORY NOTES PAYABLE

The promissory notes payable consists of the following unsecured notes to unrelated parties. Included in the balances are promissory notes with outstanding principal and unpaid interest of an aggregate of $1,~~407~~445,~~360~~212 and $1,~~391~~422,~~130~~718 as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively.

The promissory note with ~~outstanding~~a principal as of ~~September~~March 3031, ~~2025~~2026 amounting to $~~703~~722,~~680~~606 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment. As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, the outstanding principal and unpaid interest related to this promissory note amounted to $~~703~~722,~~680~~606 and $~~695~~711,~~565~~359, respectively.

~~For~~The ~~the~~promissory ~~nine~~note ~~months~~with ~~ended~~a ~~September~~principal 30as of March 31, 2026 amounting to $722,606 bears unsecured and has no fixed term of repayment. As of March 31, 2026, and December 31, 2025, the ~~interest~~outstanding ~~expense~~principal and unpaid interest related to ~~these~~this promissory ~~notes~~note ~~was~~amounted to $~~NIL~~722,606 and $711,359, respectively.

For the three months ended March 31, 2026, the interest expense related to these promissory notes was $0.

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NOTE 12 – AMOUNTS DUE TO DIRECTORS


	~~September~~March 3031,		December 31,
	~~2025~~2026		~~2024~~2025
Lin Chi-Jung	$	~~731~~751,~~662~~341	$	~~723~~739,~~786~~646
Lin Hsin-Hung		20,~~398~~947		1920,~~601~~621
	$	~~752~~772,~~060~~288	$	~~743~~760,~~387~~267

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

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

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

NOTE 13 – OTHER PAYABLES AND ACCRUED EXPENSES


	~~September~~March 3031,		December 31,
	~~2025~~2026		~~2024~~2025
Accrued staff commission and bonus	$	3435,~~312~~482	$	3534,~~082~~930
Rental deposits received		~~298~~235,~~830~~657		~~322~~185,~~799~~947
Bid bond		5355,~~761~~207		5854,~~427~~348
Other payables		4,674,522		6,692,811
Dividends payable to no controlling interest		—		—
	$	5,061,425	$	7,109,119
Other payables		2,573,426		2,582,045
	$	2,899,773	$	2,857,269

NOTE 14 – ACCOUNT PAYABLE

~~Account~~As ~~payable~~of ~~was~~March ~~mostly~~31, ~~derived~~2026 ~~from~~and ~~our~~December ~~property~~31, ~~development~~2025, the balances of ~~the~~accounts ~~Linyi~~payable ~~project~~were $12,240,378 and ~~the~~$14,585,403 ~~HATX project~~respectively. AsThe balance of ~~September~~accounts ~~30,~~payable ~~2025,~~as ~~and~~of ~~December~~March 31, ~~2024,~~2026 ~~the~~included ~~Company’s~~an ~~account~~unpaid ~~payable~~development ~~amounted~~fee toof Linyi project of $173,~~125~~737,~~203~~510 and HATX project of $167,~~871~~405,~~500,~~682. ~~respectively~~The remaining balance was due to agents of the operating business.

NOTE 15 – AMOUNT DUE TO AFFILIATES

As of ~~September~~March 3031, ~~2025~~2026, the amount due to Shanghai Shengji (“SHSJ”), a shareholder of HATX, ~~was~~ $2726,~~977~~057,~~176.~~234 ~~The~~and ~~amount due to~~ JXSY, ~~was~~ $~~498~~511,~~410~~294, ~~which~~ was an intercompany transfer for day-to-day operations.

NOTE 16 – CUSTOMER DEPOSITS

Customer deposits ~~were~~consisted ~~mostly~~of ~~derived~~the sales from ~~our~~real ~~property~~estate development ofproject (the Linyi project and the HATX project,) which ~~was~~cannot ~~pre-sale~~be ~~collection~~recognized ~~from~~as ~~our~~revenue ~~customers.~~at Asthe ofaccounting ~~September~~period ~~30, 2025,~~ and ~~December 31, 2024, the Company’s customer~~ deposits ~~amounted~~received tofor ~~$17,046,879 and $17,502,037, respectively~~rental.

The Linyi project started pre - sales in November 2013 and as of March 31, 2026, the pre - sales amounted to $3,030,681. The HATX project started pre - sales in December 2019, and as of March 31, 2026 the pre - sales amounted to $14,563,797.

NOTE 17 – INCOME TAXES PAYABLE

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates expected to apply in the periods in which those temporary differences are expected to be recovered or settled.

The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Interest and penalties related to uncertain tax positions, if any, are recorded in income tax expense.

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~~NOTE 17 –~~The ~~INCOME~~Company’s ~~TAX~~income ~~PAYABLE~~tax expense (benefit) for the three months ended March 31, 2026 and 2025 was not material. The Company primarily operates in the PRC and is subject to PRC enterprise income tax.

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

NOTE 18 – COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

The Company leases certain of its office properties under non-cancellable operating lease arrangements. Payments under operating leases are expensed on a straight-line basis over the periods of their respective terms, and the terms of the leases do not contain rent escalation, or contingent rent, renewal, or purchase options. There are no restrictions placed upon the Company by entering into these leases. Rental expenses under operating leases for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 were $317,~~995~~343 and $557,~~047~~078, respectively.

As of ~~September~~March 3031, ~~2025~~2026, the Company had the following operating lease obligations.


	Amount
Within one year	$	1028,~~144~~390
Two to five years		—
	$	1028,~~144~~390

NOTE 19 – STATUTORY RESERVE

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

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

In addition to the general reserve, the Company’s PRC subsidiaries are required to obtain approval from the local PRC government prior to distributing any registered share capital. Accordingly, both the appropriations to general reserve and the registered share capital of the Company’s PRC subsidiary are considered as restricted net assets and are not distributable as cash dividends. As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, the Company’s statutory reserve fund was $3,893,120 and $3,893,120, respectively.

NOTE 20 - SEGMENT INFORMATION

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

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NOTE 20 - SEGMENT INFORMATION

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

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


	Three Months Ended ~~September~~March 3031, ~~2025~~2026
	Property		Real Estate		Investment
	~~Brokerage Services~~Management		Development		Transaction		Others		Total
Net revenues	$	(1307,~~664)~~783	$	~~928~~372,~~526~~051	$	—	$	—	$	~~926~~679,~~862~~834
Cost of revenues		(~~263~~463,~~195~~999)		(~~739~~407,~~113~~948)		—		—		(1871,~~002,308~~947)
Gross profit		(~~264~~156,~~859~~216)		~~189~~(35,~~413~~897)		—		—		(75192,~~446~~113)

Operating expenses		(~~130~~135,~~914~~330)		(~~204~~133,~~625~~432)		—		—		(~~335~~268,~~539~~762)
General and administrative expenses		(~~415~~204,~~603~~390)		(~~303~~237,~~770~~402)		—		(5127,~~834~~635)		(~~725~~569,~~207~~427)
Operating gain (loss)		(811,376)		(318,982)		—		(5,834)		(1,136,192)
Operating loss		(495,936)		(406,731)		—		(127,635)		(1,030,302)

Other income (expenses)
Interest income		3228,~~352~~722		2,~~012~~182		—		~~1,516~~45		3530,~~880~~949
Interest expense		—		(~~442~~372,~~067~~127)		—		—		(~~422~~372,~~067~~127)
Other income, Net		(192,793)		18,685		5,881,578		—		5,707,470
Unrealized gain on equity securities						4,310,678				4,310,678
Total other (expenses) income		(160,441)		(401,370)		5,881,578		1,516		5,321,283
Other income, Net		—		—		381		(6,415,978)		(6,415,597)
Total other (expenses) income		28,722		(369,945)		4,311,059		(6,415,933)		(2,446,097)

Income (loss) before income taxes		(~~971~~467,~~817~~214)		(~~720~~776,~~352~~676)		54,~~881~~311,~~578~~059		(46,~~318~~543,568)		4(3,~~185~~476,~~091~~399)
Income tax		—		~~34,747~~—		—		—		~~34,747~~—
Net Income (loss)	$	(~~971~~467,~~817~~214)	$	(~~685~~776,~~605~~676)	$	54,~~881~~311,~~578~~059	$	(46,~~318~~543,568)	$	4(3,~~219~~476,~~838~~399)

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~~Nine~~Three Months Ended ~~September~~March 3031, 2025

Property

Real Estate

Investment

~~Brokerage Services~~Management

Development

Transaction

Others

Total

Net revenues

~~145~~66,~~932~~702

129,~~211~~721,~~409~~084

—

129,~~357~~787,~~341~~786

Cost of revenues

(~~659~~152,~~837~~856)

(109,~~854~~736,~~772~~068)

—

(119,~~514~~888,~~609~~924)

Gross profit

(~~513~~86,~~905~~154)

1(14,~~356,637~~984)

—

~~842~~(101,~~732~~138)

Operating expenses

(~~310~~57,~~425~~331)

(~~627~~289,~~643~~210)

—

(~~938~~346,~~068~~541)

General and administrative expenses

(1282,~~146,119~~391)

(~~739~~220,~~282~~204)

—

(~~362~~105,~~767~~275)

(2607,~~248,168~~870)

Operating loss

(1425,~~970,449~~876)

(10524,~~288~~398)

—

(~~362~~105,~~767~~275)

(21,~~343~~055,~~504~~549)

Other income (expenses)

Interest income

60(22,~~971~~637)

146,~~625~~000

—

~~304~~186

75(16,~~900~~451)

Interest expense

—

(1414,~~284,396~~647)

—

(1414,~~284,396~~647)

Other income, Net

—

68(21,~~409~~925)

177,~~137~~371

7(744,~~420,015~~391)

7(758,~~505,561~~945)

Total other (expenses) income

60(22,~~971~~637)

(1430,~~201,362~~572)

177,~~137~~371

7(744,~~420,319~~205)

6(1,~~297~~190,~~065~~043)

Income (loss) before income taxes

(1448,~~909,478~~513)

(1954,~~211,650~~970)

177,~~137~~371

7(849,~~057,552~~480)

3(2,~~953~~245,~~561~~592)

Income tax

—

(~~243~~1,~~794~~885)

—

(~~243~~1,~~794~~885)

Net Income (loss)

(1448,~~909,478~~513)

(1956,~~455,444~~855)

177,~~137~~371

7(849,~~057,552~~480)

3(2,~~709~~247,~~767~~477)


	Three Months Ended September 30, 2024
	Property		Real Estate		Investment
	Brokerage Services		Development		Transaction		Others		Total
Net revenues	$	267,547	$	6,954,072	$	—	$	—	$	7,221,619
Cost of revenues		(258,216)		(5,447,547)		—		—		(5,705,763)
Gross profit		9,331		1,506,525		—		—		1,515,856

Operating expenses		270,514		(285,978)		—		—		(15,464)
General and administrative expenses		(198,156)		(547,222)		—		(5,834)		(751,212)
Operating gain (loss)		81,689		673,325		—		(5,834)		749,180

Other income (expenses)
Interest income		21,398		11,491		—		1,516		34,405
Interest expense		—		(562,991)		—		—		(562,991)
Other income, Net		(199,100)		(7,855)		3,264,790		—		3,073,545
Total other (expenses) income		(177,702)		(543,645)		3,264,790		1,516		2,544,959

Income (loss) before income taxes		(96,013)		129,680		3,264,790		(4,318)		3,294,139
Income tax		—		(21,673)		—		—		(21,673)
Net Income(loss)	$	(96,013)	$	108,007	$	3,264,790	$	(4,318)	$	3,272,466

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	Nine Months Ended September 30, 2024
	Property		Real Estate		Investment
	~~Brokerage Services~~Management		Development		Transaction		Others		Total
Net revenues	$	396,653	$	13,173,090	$	—	$	—	$	13,569,743
As of March 31, 2026
Cost of revenues		(583,791)		(10,788,199)		—		—		(11,371,990)
Real estate property under development	$	—	$	36,263,766	$	—	$	—	$	36,263,766
Gross profit		(187,138)		2,384,891		—		—		2,197,753
Total assets		12,353,582		64,210,164		33,293,952		26,679,325		136,537,023

Operating expenses		84,741		(771,684)		—		—		(686,943)
As of March 31, 2025
General and administrative expenses		(635,165)		(840,010)		—		(651,468)		(2,126,643)
Real estate property under development	$	—	$	54,879,667	$	—	$	—	$	54,879,667
Operating loss		(737,562)		773,197		—		(651,468)		(615,833)
Total assets		10,776,352		87,336,526		33,962,749		30,621,392		162,697,019

Other income (expenses)
Interest income		33,116		27,239		—		95,948		156,303
Interest expense		—		(1,689,165)		—		—		(1,689,165)
Other income, Net		—		11,216		44,259		(3,527,120)		(3,471,645)
Total other (expenses) income		33,116		(1,650,710)		44,259		(3,431,172)		(5,004,507)

Income (loss) before income taxes		(704,446)		877,513		44,259		(4,082,640)		(5,620,340)
Income tax		—		(190,889)		—		—		(190,889)
Net Income (loss)	$	(704,446)	$	(1,068,402)	$	44,259	$	(4,082,640)	$	(5,811,229)


	Property		Real Estate		Investment
	Brokerage Services		Development		Transaction		Others		Total
As of September 30, 2025
Real estate property under development	$	—	$	59,301,017	$	—	$	—	$	59,301,017
Total assets		12,881,126		91,453,084		39,465,236		27,877,753		171,677,199

As of September 30, 2024
Real estate property under development		—		82,177,354		—		—		82,177,354
Total assets	$	13,903,448	$	109,910,281	$	33,666,951	$	38,356,614	$	195,837,394

NOTE 21 – RELATED PARTY TRANSACTIONS

WeThe ~~rented~~Company anexecuted ~~office~~a ~~about~~new ~~71sqm~~office inrenting ~~Pudong,~~agreement ~~Shanghai~~for ~~from~~a ~~SHDEW,~~term ~~our~~of ~~related~~12 ~~party~~months ~~for~~with ~~$2,600~~SHDEW ~~per~~with ~~month~~the ~~for~~amount ~~one~~of ~~year period~~$31,570.

We have paid the loan principal to SHSJ of $1,445,212 in the first quarter of 2026. The remaining loan principal due to SHSJ is $15,319,247 at March 31, 2026. The accrued interest of the loan is $372,151, and accumulated unpaid accrued interest is $10,737,986 for the first quarter of 2026.

NOTE 22 - SUBSEQUENT EVENT

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred from October 1, 2025, through the date the Company issued the interim financial statements and identified no reportable eventsNone.

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

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

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

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

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

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

OVERVIEW

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

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

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

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

RECENT DEVELOPMENTS

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

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

In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 ~~sqm~~square meters for the purpose of developing villa-style residential housing. The LYSY project has divided into three phases. Phase 1 has completed construction of 121 units inas of May 2015 and sold 119 units out of all 121 units atas ~~the end~~ of ~~October~~May 3115, 2025. Phase 2 was divided into north and south area and completed construction of 84 units at the end of 2020. All 84 units have been sold during phase 2 by the end of ~~October~~May 3115, 2025. Phase 3 began construction in the first quarter of ~~2021and~~2021 and sold 2822 and pre-sold 12 units out of ~~51units~~51 units as of ~~October~~May 3115, 2025. In September 2020, the Company expanded the Linyi project by purchasing an additional 54,312 ~~sqm~~square meters in the amount of 228 million RMB for future development.

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

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters (“sqm”). In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of ~~October~~April 3130, ~~2025~~2026, the Company sold ~~and~~ 655 units out of 679 units of the first phase and sold 600 ~~units~~ out of 873 of the second phase.

RECENTLY ADOPTED ACCOUNTING STANDARDS

In January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which requires disclosure of gross write-offs of finance receivables by year of origination. The adoption of this standard did not have a material impact on our disclosures.

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NEW ACCOUNTING PRONOUNCEMENTS

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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

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

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

Revenue Recognition

All revenues represent gross revenues less sales and business tax.

21The Company recognizes revenue from real estate sales at a point in time when the customer obtains control of the property, which is generally upon delivery and acceptance of the completed unit. All revenues represent gross revenues less applicable value-added tax (“VAT”) and other sales taxes.

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

Real Estate Property under Development

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Income Taxes

The Company accounts for income taxes under ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Deferred tax assets or liabilities were off-set by a 100% valuation allowance; therefore there has been no recognized benefit as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025.

RESULTS OF OPERATIONS

We provide the following discussion and analyses of our changes in financial condition and results of operations for the period ended ~~September~~March 3031, ~~2025~~2026 with comparisons to the period ended ~~September~~March 3031, ~~2024~~2025.

Revenue

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


	Three ~~Months~~months ~~Ended~~ended ~~September~~March ~~30,~~31					~~Nine Months Ended September 30,~~
	~~2025~~2026	% toof total	~~2024~~2025	% toof total	% change	~~2025~~	~~% to total~~	~~2024~~	~~% to total~~	~~% change~~
Property management	~~213~~307,~~803~~783	2345	~~379~~332,~~416~~231	53	(447)	~~856,584~~	7	~~1,024,314~~	8	~~(16)~~
House sales	713,059	77	6,842,203	95	(90)	11,500,757	93	12,545,429	92	(8)
House Sales	372,051	55	9,455,554	97	(96)
Net revenues	926,862	100	4,448,409	100	(87)	12,357,341	100	13,569,743	100	(9)
Net revenue	679,834	100	9,787,785	100	(93)

22The net revenue in the first quarter of 2026 was $679,834, which decreased by 93% from $9,787,785 in the first quarter of 2025. In the first quarter of 2026, property management, and house sales represented 45%, and 55% of our total net revenues, respectively. The decrease in net revenue in the first quarter of 2026 was mainly due to the decrease in the recognition of house sales revenue of the HATX project and Linyi project in this quarter.

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The net revenue for the third quarter of 2025 was $926,862, which decreased 87% from $7,221,619 from the third quarter of 2024. The net revenue for the first three quarters of 2025 was $12,357,341, which represented a decrease of 9% from $13,569,742 from the first three quarters of 2024. For the third quarter of 2025, property management and house sales represented 23% and 77% of our net revenues, respectively. For the first three quarters of 2025, property management and house sales represented 7% and 93% of our net revenues, respectively. The decrease in net revenue for the first three quarters of 2025 was mainly due to the recognition of revenue of Huaian Tianxi project when handover is complete.

Property Management

Property management represented 745% of our revenue ~~for~~in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026 and revenue from property management decreased by 167% compared with the same period in ~~2024~~2025.

House ~~Sales~~sales

~~For~~House ~~the~~sales ~~first~~represented ~~three~~55% ~~quarters~~ of ~~2025,~~our ~~the~~revenue ~~Company~~in ~~has~~the ~~recognized~~first ~~house~~quarter ~~sales~~ of ~~Huaian~~2026. ~~Tianxi~~The ~~project~~company athas afar ~~certain~~less ~~portion.~~recognition ~~House~~the house sales ~~represented~~revenue ~~93%~~ of ~~our~~HATX ~~revenue~~project ~~for~~and Linyi project in the ~~first~~period ~~three~~compare ~~quarters~~with ofthe same period in 2025.

Cost of Revenue

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


	Three ~~Months~~months ~~Ended~~ended ~~September~~March 3031,					~~Nine Months Ended September 30,~~
	~~2025~~2026	% toof total	~~2024~~2025	% toof total	% change	~~2025~~	~~% to total~~	~~2024~~	~~% to total~~	~~% change~~
Property management	~~560~~463,~~760~~999	5653	~~190~~443,~~297~~572	34	~~195~~4	~~1,510,274~~	13	~~1,103,937~~	8	37
House sales	~~441~~407,~~550~~948	4447	59,~~515~~445,~~466~~351	9796	(9296)	~~10,004,335~~	87	~~10,268,053~~	92	~~(3)~~
Cost of revenues	1,002,310	100	5,705,763	100	(82)	11,514,609	100	11,371,990	100	1
Cost of Revenue	871,946	100	9,888,923	100	(91)

The cost of revenue ~~for~~in the ~~third~~first quarter of ~~2025~~2026 was $1871,~~002~~946,~~310,~~ ~~which~~an ~~decreased~~decrease ~~82% from $5,705,763 during the third quarter~~ of ~~2024. The cost of revenues for the first three quarters of 2025 was $11,514,609, which increased 1~~91% from $119,~~371~~888,~~989~~923 ~~during~~in the ~~first~~same ~~three~~period ~~quarters~~in ~~of 2024~~2025. ~~For~~In the ~~third~~first quarter of ~~2025~~2026, property management, and house sales represented 5653% ~~and 44% of our cost of revenue~~, ~~respectively. For the first three quarters of 2025, property management,~~ and ~~house sales represented 13~~47% ~~and 87%~~ of ~~our~~total cost of ~~revenue~~revenues, respectively. The increase in the cost of revenue in the third quarter and in the nine months ended September 30 2025 was mainly due to the Company recognizing the cost of revenue of Huaian Tianxi project when handover is complete.

~~Property Management~~21

The cost of revenue for property management for the first three quarters of 2025 was $1,510,274, an increase of 37% from $1,103,937 in the same period in 2024.

House Sales

For the first three quarters of 2025, the Company recognized house sales of cost of revenue of Huaian Tianxi project at a certain portion. House sales represented 87% of our cost of revenue for the first three quarters of 2025.

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decrease in cost of revenue in first quarter of 2026 was mainly due to the decrease in the recognition of the cost of revenue of the HATX project and Linyi project in this period.

Property management

The cost of revenue for property management in the first quarter of 2026 was $463,999, an increase of 4% from $443,572 in the same period in 2025.

House sales

House sales represented 47% of our cost of revenue in the first quarter of 2026. The Company had recognized at zero its house sales of HATX project in the period.

Operating Expenses

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

Three ~~Months~~months ~~Ended~~ended ~~September~~March 3031,

~~Nine Months Ended September 30,~~

~~2025~~2026

% toof total

~~2024~~2025

% toof total

% change

~~2025~~

~~% to total~~

~~2024~~

~~% to total~~

~~% change~~

Property management

~~156~~135,~~709~~330

4750

~~(178~~132,~~957)~~345

—38

~~(188)~~2

~~397,985~~

~~90,289~~

~~340~~

House sales

~~178~~133,~~830~~432

5350

~~194~~214,~~421~~196

~~100~~62

(837)

~~540,082~~

~~596,654~~

~~(9)~~

Operating expenses

~~335~~268,~~539~~762

100

15346,~~464~~541

100

~~2,070~~(22)

~~938,068~~

~~100~~

~~686,943~~

~~100~~

The operating expenses ~~for~~in the ~~third~~first quarter of ~~2025~~2026 were $~~335~~268,~~539~~762, ~~which~~a ~~increased~~decrease ~~2,070~~of 22% from $15346,~~465~~541 ~~for~~compared with the same period ~~in 2024. The total operating expenses for the first three quarters~~ of 2025. ~~were~~This ~~$938,068,~~was ~~which~~mainly ~~increased~~due ~~37%~~to ~~from $686,943 for~~ the ~~same~~decrease ~~period~~in expenses in ~~2024~~consulting service. ~~For~~In the ~~third~~first quarter of ~~2025~~2026, ~~property management and house sales represented 47%, and 53% of~~ the ~~total operating~~ expenses, ~~respectively.~~related ~~For~~to ~~the first three quarters of 2025,~~ property management and house sales represented 4250%, and 5850% of the total operating ~~expense~~expenses, respectively. ~~The increase in the overall operating expense resulted from the increase in property management for the third quarter and the first three quarters of 2025.~~

Property ~~Management~~management

The operating expenses for property management ~~for~~in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026 were $~~397~~135,~~985~~330, anwhich ~~increase~~increased ~~of 340~~2% from $90132,~~289~~345 in the same period in ~~2024~~2025. ~~The increase is mainly due to the consulting expenses relating to the business.~~

House ~~Sales~~sales

The operating expenses for house sales ~~for~~in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026 were $~~540~~133,~~082~~432, which decreased 937% from $~~596~~214,~~654~~196 in the same period in ~~2024~~2025. ~~The decrease is mainly due to the operations of HATX project.~~

General and Administrative Expenses

~~General~~The general and administrative expenses in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026 were $2569,~~248~~427,~~168,~~ ana ~~increase~~decrease of 6.8% from $2607,~~126,643,~~870 in the same period in ~~2024~~2025.

Other Income (Loss), Net

Net income for the first three quarters of 2025 was $3,709,767, an increase of 61% from a loss of $5,811,229 for the same period in 2024. Net income increased as a result of the increase in other income. Other gain for the first three quarters of 2025 was $7,505,561, an increase of 316% from a loss of $3,471,645 for the same period in 2024. The increase in other income was mainly due to the gain of transactional financial assets.

Major Related Party Transaction

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

~~Amount~~The disclosed dividends due from SHDEW at the amount of $15,691,664 is still not announced the specific time to ~~directors~~allocation.

~~The~~Amounts ~~total~~Due ~~amount~~To ~~due to directors for September 30, 2025, was $752,060. The amounts due are as follows:~~Directors

~~Amount~~The amounts due to ~~Lin~~directors ~~Chi-Jung~~as of March 31, 2026 were $772,287. The amounts due are as follows:

~~The balances due to Lin Chi-Jung consists of temporary advances of $731,662 and are unsecured, interest-free and have no fixed term of repayment.~~22

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Amount ~~due~~Due to Lin ~~Hsin Hung~~Chi-Jung

The amount ofdue ~~$20,398 represents the salary payable~~ to Lin ~~Hsin~~Chi-Jung ~~Hung.~~as ~~The~~of ~~balances~~March ~~are unsecured~~31, ~~interest-free~~2026 ~~and~~was ~~have~~$751,341, nowhich ~~fixed~~includes ~~term~~unpaid ~~of repayment~~loan.

Amount ~~due~~Due to ~~affiliate~~Lin Hsin-Hung

AsThe ofbalance ~~September 30, 2025, the amounts~~ due to ~~SHSJ~~Lin ~~and~~Hsin-Hung ~~JXSY,~~as of ~~$27~~March 31,~~977,176~~ ~~and~~2026 was $~~498~~20,~~410~~947, ~~respectively,~~which ~~were~~is ~~intercompany~~unsecured, ~~transfers~~interest-free ~~for~~and ~~day-to-day~~payable ~~operation~~on demand.

LIQUIDITY AND CAPITAL RESOURCES

~~For~~In the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, our principal sources of cash were revenues from our house sales ~~collection~~ and property management business~~, as well as the dividend receipt from the affiliates~~. Most of our cash resources were used to fund our property development investment and revenue related expenses, such as salaries and commissions paid to the sales force, daily administrative expenses and the maintenance of regional offices.

We ended the period with a cash position of $1714,~~234~~460,~~750~~268.

The Company’s ~~net~~operating ~~cash~~activities used cash in ~~operating~~the ~~activities~~amount ~~was~~of $23,~~912~~547,~~884~~146, ~~compared~~which towas ~~$5,141,693 in the first three quarters in 2024. The improvement~~ primarily ~~reflected~~attributable ato ~~decrease~~the inrepayment ~~real estate property under development, as several projects progressed~~ to ~~later stages. Operating cash flows were negatively affected by an increase in amounts due from~~ unconsolidated affiliates~~, and a decrease in other payables and accrued expenses~~.,]. In addition, accounts receivable increased by approximately $7.9 million, largely due to an increase in government subsidies for residents to move from other locations, which subsidies had not yet been received by the Company.

The Company’s ~~net~~investing ~~cash~~activities ~~used~~provided incash ~~investing~~resources ~~activities~~of ~~was~~ $12,~~011~~796,~~984~~169, which was primarily attributable to the ~~investment~~withdrawal inof transactional financial assets.

The ~~potential~~Company’s ~~cash~~financing ~~needs~~activities ~~for~~used ~~2025~~cash ~~are~~resources ~~for~~of ~~investment in transactional financial assets~~$1,445,212, ~~construction~~which ~~for~~was ~~our~~primarily ~~development~~attributable ~~projects~~to in the ~~Huai’an~~repayment ~~project~~to ~~(HATX)~~an ~~and the Linyi project~~affiliate.

~~Though~~The ~~the~~potential ~~investment~~cash ofneeds ~~SHDEW~~for ~~has~~2026 ~~been~~would ainclude ~~main~~the ~~source~~investment of ~~cashflow~~transactional ~~for~~financial assets, the ~~Company,~~rental weguarantee ~~have~~payments noand ~~assurance~~promissory ~~that~~deposits ~~SHDEW~~for ~~will~~various ~~continue~~property toprojects ~~pay~~as ~~dividends~~well inas our development of the ~~future~~Linyi project.

Capital Resources

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

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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ITEM 4. CONTROLS AND PROCEDURES

A.Material ~~Weaknesses~~weaknesses

As discussed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025, we identified one material weakness in the design and operation of our internal controls. The material weakness is related to the Company’s accounting department personnel having limited knowledge and experience in U.S. GAAP. In response to the above identified material weakness and to continue strengthening the Company’s internal control over financial reporting, we are going to undertake the following remediation initiatives:

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

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

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

B.Evaluation of Disclosure Controls and Procedures

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

C.Changes in Internal Control over Financial Reporting

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

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

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material developments in any legal proceedings since the disclosures contained in the Registrant’s Form 10-K for the year ended December 31, ~~2024~~2025.

ITEM 1A. RISK FACTORS

Not applicable.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Number		Description
31.1*		Section 302 Certification by the Corporation’s Chief Executive Officer.
31.2*		Section 302 Certification by the Corporation’s Chief Financial Officer.
32.1*		Section 1350 Certification by the Corporation’s Chief Executive Officer and Corporation’s Chief Financial Officer.
101		XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.

104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

* Filed herewith

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SIGNATURES

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

SUNRISE REAL ESTATE GROUP, INC.

Date: December 11, 2025
Date: May 20, 2026
By:	/s/ Zhang, Jian
Zhang, Jian, Chief Executive Officer, Principal Executive Officer
Date: December 11, 2025
Date: May 20, 2026
By:	/s/ Mi, Yong Jun
Mi, Yong Jun, Chief Financial Officer, Principal Financial Officer

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Filing Compare · SUNRISE REAL ESTATE GROUP INC