Rubber Leaf Inc 10-Q for FY2026 Q2
Rubber Leaf Inc (RLEA)
About this 10-Q
Rubber Leaf Inc filed this 10-Q on August 10, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.77M
- Net loss
- $60.62K
- compared with a net loss of $341.64K a year earlier
- Diluted EPS
- $0.00
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
or
For the transition period from ______ to ______
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act: None.
Securities
registered under Section 12(g) of the Exchange Act:
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of July 31, 2026, the Registrant had shares of common stock, $ par value, issued and outstanding.
TABLE OF CONTENTS
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NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements.
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section entitled “Risk Factors,” beginning on page 11 of our Annual Report on Form 10-K for the year ended December 31, 2025, and our Quarterly Report on Form 10-Q for the first quarter ended March 31, 2026, filed with the Securities and Exchange Commission (“SEC”) on June 1, 2026. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless expressly indicated or the context requires otherwise, the terms “RLI,” “Company,” “we,” “us,” and “our” in this document refer to Rubber Leaf Inc., a Nevada corporation.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
RUBBER LEAF INC
INDEX TO FINANCIAL STATEMENTS
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RUBBER LEAF INC
CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable – related parties | ||||||||
| Total current assets | ||||||||
| Noncurrent assets: | ||||||||
| Long-term account receivable – related party | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable – related parties | $ | $ | ||||||
| Other payables - related parties | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Noncurrent liabilities: | ||||||||
| Deferred tax liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock: shares authorized, shares issued and outstanding | ||||||||
| Common stock: shares authorized, shares and shares issued and outstanding as of June 30, 2026 and December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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RUBBER LEAF INC
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
For the six months ended June 30, | For the three months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Sales-related parties | ||||||||||||||||
| Total | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Total cost of sales | ||||||||||||||||
| Gross income (loss) | ( | ) | ||||||||||||||
| Operating expenses | ||||||||||||||||
| General & administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense): | ||||||||||||||||
| Interest income (expense) | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Total other income (expenses), net | ||||||||||||||||
| Net income (loss) from continuing operations before income taxes | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Income tax expense (benefit) | ||||||||||||||||
| Net income (loss) from continuing operations | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Gain (loss) from discontinued operations | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other comprehensive income (loss) | ||||||||||||||||
| Foreign currency translation, net of tax | ||||||||||||||||
| Comprehensive income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Earnings per share | ||||||||||||||||
| Basic and diluted earnings (loss) per share | $ | $ | ) | $ | ) | $ | ) | |||||||||
| Weighted average common shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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RUBBER LEAF INC
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| Shares | Amount | Shares | Amount | Capital | Deficit) | income (loss) | (Deficit) | |||||||||||||||||||||||||
| Preferred | Additional | Retained Earnings | Accumulated Other | Total Stockholders’ | ||||||||||||||||||||||||||||
| Stocks | Common Stocks | Paid-in | (Accumulated | Comprehensive | Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit) | income (loss) | (Deficit) | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation, net tax | - | - | ||||||||||||||||||||||||||||||
| Balance at June 30, 2025 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit) | income (loss) | (Deficit) | |||||||||||||||||||||||||
| Preferred | Additional | Retained Earnings | Accumulated Other | Total Stockholders’ | ||||||||||||||||||||||||||||
| Stocks | Common Stocks | Paid-in | (Accumulated | Comprehensive | Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit) | income (loss) | (Deficit) | |||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||||||
| Balance at June 30, 2026 (Unaudited) | $ | $ | $ | ( | ) | |||||||||||||||||||||||||||
| Preferred | Additional | Retained Earnings | Accumulated Other | Total Stockholders’ | ||||||||||||||||||||||||||||
| Stocks | Common Stocks | Paid-in | (Accumulated | Comprehensive | Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit) | income (loss) | (Deficit) | |||||||||||||||||||||||||
| Balance at March 31, 2025 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation, net tax | - | - | ||||||||||||||||||||||||||||||
| Balance at June 30, 2025 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Preferred | Additional | Retained Earnings | Accumulated Other | Total Stockholders’ | ||||||||||||||||||||||||||||
| Stocks | Common Stocks | Paid-in | (Accumulated | Comprehensive | Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit) | income (loss) | (Deficit) | |||||||||||||||||||||||||
| Balance at March 31, 2026 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net Income (loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at June 30, 2026 (Unaudited) | ( | ) | ||||||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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RUBBER LEAF INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2026 | 2025 | |||||||
For the six months ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Cash flow from operating activities | ||||||||
| Net income (loss) | ( | ) | ||||||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Loss from discontinued operations | ||||||||
| Accounts receivable – related parties | ( | ) | ||||||
| Interest accrued on long-term receivables | ( | ) | ||||||
| Accounts payables - related parties | ||||||||
| Advances to vendors - related party | ||||||||
| Other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flow from investing activities | ||||||||
| Net cash used in investing activities | ||||||||
| Cash flow from financing activities | ||||||||
| Other payable from related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes | ||||||||
| Increase in cash | ||||||||
| Cash and restricted cash, beginning | ||||||||
| Cash and restricted cash, ending | $ | $ | ||||||
| Supplemental disclosures of cash flow | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Supplemental disclosure of non-cash activities | ||||||||
| Non-cash offset of accounts receivable and accounts payable | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Note: The Company completed the disposal of the discontinued operation in
the fourth quarter of 2025. For the six months ended June 30, 2025, net cash used in operating activities was $
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RUBBER LEAF INC
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
Note 1 - Organization and Description of Business
Rubber Leaf Limited (“RLHK”) was incorporated in Hong Kong on September 22, 2025, and is located at Room 2109, 21/F, C C Wu Building, 302–308 Hennessy Road, Wanchai, Hong Kong. RLHK is engaged in import and export trading and the sales of synthetic rubber, rubber compounds, car window seals, auto parts, and related products for the Company’s integrated group companies. Following the disposition of RLSP, RLHK has assumed all principal orders, customer contracts, and supply arrangements previously associated with RLSP and currently serves as the Company’s primary operating subsidiary.
Our
former PRC subsidiary, Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. (“RLSP”), was established on July 8, 2019 and was
disposed of by the Company on November 20, 2025. RLSP was engaged in import and export trading, as well as the production and sales of
synthetic rubber, rubber compounds, car window seals, auto parts, and related products, and operated an integrated manufacturing facility
in the People’s Republic of China. RLSP was a well-known auto parts enterprise and served as a first-tier supplier to major automobile
manufacturers, including Dongfeng Motor and Renault. RLSP had a registered capital of US$
On November 20, 2025, pursuant to a Share Purchase Agreement, the Company sold all of its equity interests in RLSP to Shanghai Yongliansen Import and Export Trading Co., Ltd. (“Yongliansen”). As a result of this transaction, RLSP is no longer part of the Company’s operating structure. The Company’s primary operations are now conducted through its wholly owned Hong Kong subsidiary, RLHK, which continues to manage the Company’s core sales and trading activities.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. With respect to the unaudited financial statements as of and for the six months ended June 30, 2026, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
The consolidated financial statements include the accounts of Rubber Leaf Inc., the parent company and its wholly owned subsidiary in Hong Kong - Rubber Leaf Limited (“RLHK”). All intercompany transactions and balances were eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Significant estimates are used in the collectability of accounts receivable and long-term accounts receivable, the valuation of deferred tax assets, and provisions for income taxes, among others.
Discontinued Operations
The Company classifies a business as held for sale when the criteria prescribed by Accounting Standards Codification (“ASC”) Paragraph 205-20-45-1E are met, most notably when sale of the business is probable within the next year (with certain exceptions) and it is unlikely there will be significant changes to the plan of sale. Assets and liabilities held for sale are recorded at the lower of their carrying value or fair value less cost to sell.
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Revenue Recognition
The Company early adopted Accounting Standards Update (“ASU”) 2014-09, Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606) since its inception (i.e. July 2019), which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company applies the five-step model to sales contracts.
We
generate revenue through the sale of automotive rubber and plastic sealing strips under an indirect supply model. RLHK receives purchase
orders from its customers, Shanghai Xinsen and Shanghai Huaxin, which are related parties. The Company’s Chief Executive Officer,
President and Chairperson, Ms. Xingxiu Hua, previously held a 90% ownership interest in Shanghai Xinsen.
Under ASC 606, the Company evaluated whether RLHK acts as a principal or agent in its revenue arrangements. RLHK is the contractual counterparty to its customers under the sales contracts. RLHK obtains ownership of finished goods prior to shipment by sourcing and controlling raw materials, and bears responsibility for product quality and delivery. Control of the goods transfers to customers upon shipment. Because RLHK can objectively determine, prior to shipment, that the goods conform to the agreed-upon specifications, end-customer acceptance provisions are administrative in nature and do not represent a barrier to the transfer of control. RLHK maintains pricing discretion, establishes selling prices under its sales contracts, collects consideration in its own name, and bears credit risk with respect to amounts due from customers. RLHK bears inventory-related and contract-fulfillment risk, including after-sale support obligations. The contract manufacturer produces goods solely in accordance with RLHK’s technical and quality specifications and has no pricing authority, direct customer-access rights, or contract-performance obligations to the customers. Based on these indicators, RLHK acts as principal and reports revenue gross, at the amounts billed to customers, rather than net of amounts payable to the contract manufacturer.
Second-tier suppliers provide products to first-tier suppliers of original equipment manufacturers (“OEMs”). First-tier suppliers typically manufacture or assemble major automotive components, such as doors, rubber and plastic components, and other automobile parts. Auto Manufacturers issue consolidated purchase orders for complete sets of rubber and plastic components for specific vehicle models to their first-tier suppliers, who in turn subcontract the production of rubber and plastic sealing strips to second-tier suppliers.
As second-tier suppliers and facilitators of production rather than direct manufacturers, Shanghai Xinsen and Shanghai Huaxin coordinate with the Company to fulfill customer orders. Upon receipt of purchase orders, RLHK places corresponding orders with related party vendors. These vendors are responsible for procuring raw materials and manufacturing the finished products. Throughout the production process, RLHK monitors and observes each key stage of manufacturing performed by the third-party vendors, with particular emphasis on final quality control.
Finished products are delivered either from the Company’s facilities or directly from third-party manufacturers to the warehouses of the first-tier suppliers designated by Shanghai Xinsen and Shanghai Huaxin. Upon delivery, quality inspections are performed by inspectors appointed by the end customers. RLHK’s performance obligation is considered fulfilled when the finished products are delivered to the customers designated by Shanghai Xinsen and Shanghai Huaxin and successfully pass the required quality inspections.
If products fail to meet quality standards, the customers initiate a product replacement process. Upon completion of quality and quantity verification and acceptance of the finished products into the end customers’ warehouses, invoices are issued to the Company as evidence of delivery. The invoice date represents the point at which ownership and control of the finished products are transferred under the indirect supply model from the Company to Shanghai Xinsen and Shanghai Huaxin, and indirectly to their upstream first-tier suppliers. Revenue is recognized at this point in time, when control of the products has transferred and acceptance by the end customers has occurred.
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Cost of revenue
Cost of revenues consists of purchased goods acquired from our related party, Yongliansen.
Cash and Cash Equivalents
Cash and cash equivalents include bank deposits and liquid investments with original maturities of three months or less as of the purchase date of such investments.
Concentration risk
The
Company maintains cash with banks in the United States of America (“USA”) and Hong Kong. Should any bank holding cash become
insolvent, or if the Company is otherwise unable to withdraw funds, the Company would lose the cash with that bank; however, the Company
has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.
In the United States, the standard insurance amount is $
Financial instruments that potentially subject the Company to significant concentrations of credit risk are cash and cash equivalents and accounts receivable. As of June 30, 2026 and December 31, 2025, $ and $ of the Company’s cash held by financial institutions were uninsured, respectively.
Major customers
For the six and three months ended June 30, 2026 and 2025, the Company’s revenues from major customers that accounted for more than 10% of total revenue were as follows:
Schedule of Concentration Risk Percent
| Six months ended June 30, 2026 | Three months ended June 30, 2026 | Six months ended June 30, 2025 | Three months ended June 30, 2025 | |||||||||||||||||||||||||||||
| Amount | % of Total Revenue | Amount | % of Total Revenue | Amount | % of Total Revenue | Amount e | % of Total Revenue | |||||||||||||||||||||||||
| Customer D | % | % | % | % | ||||||||||||||||||||||||||||
| As of June 30, 2026 | As of December 31, 2025 | |||||||||||||||
| Accounts Receivable | % of Total Accounts Receivable | Accounts Receivable | % of Total Accounts Receivable | |||||||||||||
| Customer D | $ | % | $ | % | ||||||||||||
| ● | Customer D: Shanghai Huaxin Economic and Trade Co., Ltd. (“Shanghai Huaxin”), a related party, as 10% of its equity interest is held by Xingxiu Hua, the Chief Executive Officer of Rubber Leaf Inc., with the remaining 90% equity interest held by unrelated third-party shareholders, and neither Rubber Leaf Inc. nor its management has control over or significant influence on Shanghai Huaxin. |
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Major vendors
For the six and three months ended June 30, 2026 and 2025, the Company made purchases from major vendors that accounted for more than 10% of total purchases as follows:
| Six months ended June 30, 2026 | Three months ended June 30, 2026 | Six months ended June 30, 2025 | Three months ended June 30, 2025 | |||||||||||||||||||||||||||||
| Amount | % of Total Purchase | Amount | % of Total Purchase | Amount | % of Total Purchase | Amount | % of Total Purchase | |||||||||||||||||||||||||
| Vendor C | % | % | ||||||||||||||||||||||||||||||
| As of June 30, 2026 | As of December 31, 2025 | |||||||||||||||
| Accounts Payable | % of Total Accounts Payable | Accounts Payable | % of Total Accounts Payable | |||||||||||||
| Vendor C | $ | % | $ | % | ||||||||||||
| ● | Vendor C: Shanghai Yongliansen Import and Export Trading Company (“Yongliansen”), a related party. |
Accounts Receivable
Accounts receivable is reported at their net realizable value. Any value adjustments are booked directly against the relevant receivable. We have standard payment terms that generally require payment within approximately 30 to 90 days. Management performs ongoing credit evaluations of its customers. An allowance for potentially uncollectible accounts is provided based on history, economic conditions, and composition of the accounts receivable aging. As of the disposal date of RLSP, certain intercompany accounts receivable were determined to be uncollectible and were written off in full and recognized as bad debt expense. As of June 30, 2026 and December 31, 2025 no credit risk identified and no allowance for doubtful accounts.
Long-term Receivables
Long-term receivables are recorded at their present value when the effect of discounting is material. In accordance with ASC 835-30, Interest—Imputation of Interest, the Company evaluates long-term receivables to determine whether they contain a significant financing component. When applicable, such receivables are initially recognized at the present value of the future cash flows using a discount rate that reflects the market rate of interest at the time the receivable is originated.
The difference between the face value and the present value of the receivable is recorded as a discount and is amortized to interest income over the term of the receivable using the effective interest method. If the stated interest rate on a long-term receivable approximates the prevailing market rate, the receivable is recorded at its face value. The Company applies LPR 3.0% as incremental borrowing rate. Management reviews the collectability of long-term receivables on an ongoing basis and records write-offs when amounts are determined to be uncollectible.
The long-term receivable is payable in three installments as follows:
(1) First Installment: USD
(2) Second Installment: USD
(3) Third Installment: USD
Advances to vendors
From time to time, we paid advances to our vendors in order to secure our purchase orders or as retainers required pursuant to various purchase agreements related to production and the 2nd production lines currently under construction. The advances have non-interest-bearing, normally settled along with purchase transactions within 60 to 180 days, depending on market conditions, and approximately 365 days for construction projects and/or equipment purchase.
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Advances from customers
From time to time, we receive advances from our customers, which are made normally under sales frame contracts, each sales transaction will be initiated by purchase orders received under the frame contracts. The advances have non-interest-bearing, normally settled along with purchase/sales transactions within 60 to180 days.
Income Taxes
We are governed by the Income Tax Law of the IRD and the United States. The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company records deferred tax liabilities primarily related to taxable temporary differences arising from gains recognized for financial reporting purposes on the disposal of a subsidiary, where the consideration was structured as a long-term receivable and the related tax obligations are deferred under applicable tax laws.
The
2017 Tax Reform Act permanently reduces the U.S. corporate income tax rate to a
The Company’s subsidiary does not receive any preferential tax treatment from the local government.
Taxation
The Company is subject to income taxes, indirect taxes, and other levies in accordance with the tax laws and regulations of the jurisdictions in which it operates.
Hong Kong Taxation
For the six months ended June 30, 2026, the Company’s operations were conducted primarily through its Hong Kong subsidiaries and were subject to Hong Kong tax laws and regulations.
Profits Tax
Hong Kong operates on a territorial source principle of taxation. Under this regime, Profits Tax is imposed on assessable profits arising in or derived from Hong Kong. The tax is levied on net taxable profits, not on gross revenue or individual transactions.
Hong Kong currently applies a two-tiered Profits Tax rate structure for corporations:
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Application of the two-tiered rates is subject to compliance with applicable eligibility requirements and conditions prescribed under the Inland Revenue Ordinance.
Indirect Taxes
Hong Kong does not impose value added tax (VAT), goods and services tax (GST), or any general sales tax on the sale of goods or provision of services. Consequently, the Company does not charge, collect, or remit VAT, GST, or similar consumption-based taxes on its Hong Kong sales or purchases. As a free port, Hong Kong generally does not levy customs duties on imports or exports. Excise duties are imposed only on a limited range of commodities (primarily liquor, tobacco, hydrocarbon oil, and methyl alcohol), none of which are material to the Company’s business operations.
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Cross-Border Transactions
When the Company’s Hong Kong operations engage in cross-border trading activities, including the import and export of rubber sealing products, the tax treatment is determined based on the territorial source principle. Profits are subject to Hong Kong Profits Tax only to the extent they are considered to arise in or be derived from Hong Kong. Profits sourced outside Hong Kong are generally not subject to Hong Kong Profits Tax.
The determination of profit source is inherently fact-specific and depends on the nature of the transactions and the location of the profit-generating activities. Such determinations may be subject to interpretation and review by the Hong Kong Inland Revenue Department.
United States Taxation
As a company incorporated in the State of Nevada and listed on a U.S. securities exchange, the Company is subject to U.S. federal income tax laws and regulations. The Company files U.S. federal income tax returns and is subject to examination by the Internal Revenue Service. The Company may also be subject to state and local income taxes in jurisdictions where it has operations or nexus.
The Company’s effective tax rate and tax obligations may be affected by various factors, including the sourcing of income, transfer pricing arrangements, foreign tax credits, and other provisions of U.S. tax law applicable to companies with international operations.
Cessation of PRC Operations
In October 2025, the Company ceased operations of RLSP, its subsidiary in the People’s Republic of China. Following the cessation of RLSP’s operations, the Company is no longer subject to PRC tax laws and regulations. As of the date of this report, the Company’s operations are subject only to the tax laws and regulations of Hong Kong and the United States.
Prior Period – People’s Republic of China Taxation
For
the period from January 1, 2025 through October 2025, and for the fiscal year ended December 31, 2024, the Company conducted operations
in the People’s Republic of China through RLSP and was subject to PRC taxation, including VAT at the standard rate of
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
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Pursuant to ASC 260-10-55, EPS computations should be based on the facts and circumstances of the transaction for reorganization. The Company calculated its EPS retrospectively akin to a normal share issuance as if the reorganization incurred from the inception.
The Company does not have any potentially dilutive instruments as of June 30, 2026 and December 31, 2025, and, thus, anti-dilution issues are not applicable.
Fair Value of Financial Instruments
The Company’s balance sheets include certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| ● | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |
| ● | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
| ● | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2026 and December 31, 2025. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts receivable, long-term receivables, accounts payable and other current liabilities.
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Related Parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Foreign Currency
Amounts reported in the condensed consolidated financial statements are stated in United States dollars, unless stated otherwise. Our Former PRC Subsidiary used the Chinese renminbi (RMB) as their functional currency, and our now Hong Kong Subsidiary uses HKD as its functional currency, and the holding company, RLI, uses the United States dollar as their functional currency. For subsidiaries that use the local currency as the functional currency, all assets and liabilities are translated to United States dollars using exchange rates in effect at the end of the respective periods and the results of operations have been translated into United States dollars at the weighted average rates during the periods the transactions were recognized. Resulting translation gains or losses are recognized as a component of other comprehensive income (loss).
In accordance with ASC 830, Foreign Currency Matters (ASC 830), the Company translates the assets and liabilities into United States dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from HKD into United States dollar are recorded in stockholders’ equity as part of accumulated other comprehensive income. Further, foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Gains and losses on those foreign currency transactions are included in other income (expense), net for the period in which exchange rates change.
Comprehensive Income (Loss)
The Company accounts for comprehensive income (loss) in accordance with ASC 220, Income Statement-Reporting Comprehensive Income (ASC 220). Under ASC 220, the Company is required to report comprehensive income (loss), which includes net income (loss) as well as other comprehensive income (loss). The only significant component of accumulated other comprehensive income (loss) as of June 30, 2026 and December 31, 2025 is the currency translation adjustment.
Segment Information
Operating segments are defined as components of an entity for which discrete financial information is available and that is regularly reviewed by the chief operating decision maker (“CODM”) in allocating resources and assessing performance. The Company’s CODM is the executive management team, consisting of the Chief Executive Officer and the Chief Financial Officer.
As discussed in Note 1, the Company disposed of RLSP during the year ended December 31, 2025, and the results of RLSP have been presented as discontinued operations for all periods presented. The business models through which RLSP historically generated revenue are no longer part of the Company’s continuing operations, and descriptions of those models elsewhere in this report relate solely to discontinued operations. Following the disposal, the Company conducts its continuing operations through a single sales channel under an indirect supply model operated by RLHK, which generated all of the Company’s revenue from continuing operations for the periods presented. Under this model, RLHK purchases finished goods and sells them to its customers, Shanghai Xinsen and Shanghai Huaxin. Management does not distinguish results by customer type or geographic market for internal reporting purposes.
Based on the manner in which financial information is reviewed by the CODM, the Company has one reportable operating segment. The CODM evaluates segment performance primarily based on consolidated results, including revenue and operating expenses.
Significant
segment expenses reviewed by the CODM include administrative expenses incurred by RLHK, which primarily consist of start-up and operating
costs, as well as corporate-level expenses incurred by the parent company, which mainly relate to regulatory compliance, consulting,
and legal services. SG&A expenses for six months ended June 30, 2026 and 2025 were $
As the Company operates in a single reportable segment, segment revenue and segment profit or loss are consistent with the amounts presented in the consolidated statements of operations and comprehensive income (loss). No geographic segment information is presented, as the Company does not manage or evaluate performance on a geographic basis.
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Recently Issued Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to our condensed consolidated financial statements.
There were also other updates recently issued and the management does not believe that other than those disclosed above, accounting pronouncements recently issued but not yet adopted will have a material impact on its financial position, results of operations or cash flows.
Note 3 – Related Party Transactions
Purchase
In
order to reduce purchase costs and enhance purchasing power, the Company purchases the main raw materials from Yongliansen Import and
Export Trading Company (“Yongliansen”) during six months ended June 30, 2026. The Company’s Chief Executive Officer,
Xingxiu Hua, holds
For the six months ended June 30, 2026 and 2025, RLHK purchased rubber products from Yongliansen in the total amount of $ and $, respectively.
For the three months ended June 30, 2026 and 2025, RLHK purchased rubber products from Yongliansen in the total amount of $ and $, respectively.
On
November 3, 2025, the Company entered into a tripartite payment direction, settlement acknowledgement and waiver agreement, pursuant
to which a portion of the amounts payable to Yongliansen was settled through a direct payment by RLHK’s designated party, Shanghai
Xinsen, which had received proceeds from product sales made by RLHK. As a result, accounts payable to Yongliansen in the amount of $
Sales under Indirect Supply Model
In
order to stabilize customer relationships and maintain long-term orders, we authorized two related parties - Shanghai Xinsen (“Customer
B”) and Shanghai Huaxin (“Customer D”) as our distributors.
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For
the six months ended June 30, 2026 and 2025, RLHK had indirect sales through Shanghai Xinsen that were sold to one certified first-tier
supplier of the Auto Manufacturers $ and $ respectively. For the three months ended June 30, 2026 and 2025, RLHK had indirect sales
through Shanghai Xinsen that were sold to one certified first-tier supplier of the Auto Manufacturers $ and $ respectively. As
of June 30, 2026 the accounts receivable due to Shanghai Xinsen were $. As of December 31, 2025, the accounts receivable due from
Shanghai Xinsen were $
For
the six months ended June 30, 2026 and 2025, RLHK had indirect sales through Shanghai Huaxin that were sold to one certified first-tier
supplier of the Auto Manufacturers $
Disposal of subsidiary
On
November 20, 2025, the Company entered into a Share Purchase Agreement with Yongliansen, pursuant to which the Company sold all of its
equity interests in RLSP for total consideration of $
In
accordance with ASC 835-30, Interest—Imputation of Interest, the Company evaluated the long-term receivable arising from
the installment arrangement and initially recorded such receivable at its present value. As of June 30, 2026 and December 31, 2025, the
Company had a long-term accounts receivable balance of $
Others
As
of June 30, 2026 and December 31, 2025, our CEO Mrs. Xingxiu Hua and CFO Mr. Hua Wang funded the Company and RLHK in the total amounts
of $
Note 4 – Shareholders’ Equity
Rubber Leaf Limited (“RLHK”) was incorporated in Hong Kong under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as a limited liability company. The Company was established to serve as a regional subsidiary and commercial platform for Rubber Leaf Inc., focusing on cross-border operations, sales, and supply-chain coordination within Asia.
From
May to July 2023, the Company issued shares of common stock at $ per share pursuant to the private placements with ten individuals
for cash. The total $
Note 5 – Discontinued Operations
Management intended to change its operating focus and entered into an agreement with a related party to sell certain assets and liabilities of RLSP. On November 20, 2025, the Company completed the disposition of the former PRC subsidiary pursuant to the Agreement entered into on November 20, 2025. The Company concluded that, in aggregate, the sale of the business in the PRC segment met the criteria for discontinued operations presentation in 2025. As a result, each of these businesses has been reclassified to discontinued operations in these financial statements for all periods presented. Such assets and liabilities were classified as assets and liabilities held for sale until the transaction closed on November 30, 2025.
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For
the six months ended June 30, 2026 and 2025, the net loss from discontinued operations was $ and $
Note 6 - Commitments and Contingencies
The Company had material commitments or contingencies as of June 30, 2026
Note 7 - Income Taxes
The
Company, RLI, is a Nevada company and is subject to the United States federal income tax at a tax rate of 21%. The Company’s former
PRC subsidiary, RLSP, was incorporated in the PRC and was subject to PRC’s Enterprise Income Tax. Pursuant to the PRC Income Tax
Laws, Enterprise Income Taxes (“EIT”) is generally imposed at
The Company’s current subsidiary, RLHK, is incorporated in Hong Kong, and is subject to the Inland Revenue Ordinance which provides, among other things, that profits tax shall be charged on every person carrying on a trade, profession or business in Hong Kong in respect of his or her assessable profits arising in or derived from Hong Kong. RLHK is currently subject to the two-tiered profits tax regime according to Hong Kong tax rules and regulations.
No tax is imposed in Hong Kong in respect of capital gains from the sale of shares. Under Hong Kong tax regulations, a company’s first financial year for profits tax purposes may be up to 18 months from the date of incorporation, and the timing of the first profits tax filing is determined based on the company’s selected financial year-end.
RLHK currently expects to adopt a first financial year-end of December 31, 2026 (or March 31, 2027), and therefore is not required to file a profits tax return for the year ended December 31, 2025. In addition, management expects that RLHK’s operations qualify as offshore activities, as all substantive business activities are conducted outside Hong Kong. Under Hong Kong’s territorial source principle, profits derived from offshore activities are generally exempt from Hong Kong profits tax, subject to review and acceptance by the Inland Revenue Department of Hong Kong. Based on the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by RLHK.
For
the six months ended June 30, 2026 and 2025, income tax expense was $
and $,
respectively $, respectively. For the three months ended June 30, 2026 and 2025, income tax expense was $
and $,
respectively. As of June 30, 2026 and 2025 As of June 30, 2026 and December 31, 2025, deferred tax liabilities amounted to $
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The table below summarizes the difference between the U.S. statutory federal tax rate and the Company’s effective tax rate for the six months ended June 30, 2026 and 2025:
Schedule of Federal Effective Tax Rate
| 2026 | 2025 | |||||||
| For the six months ended | ||||||||
| June 30 | ||||||||
| 2026 | 2025 | |||||||
| U.S. federal income tax rate | % | % | ||||||
| Tax rate difference | % | % | ||||||
| Nontaxable items | % | % | ||||||
| GILTI tax | % | % | ||||||
| Others | % | % | ||||||
| Valuation allowance | % | % | ||||||
| Effective tax rate | % | % | ||||||
For U.S. income tax purposes, the Company has no cumulative undistributed earnings of foreign subsidiary as of June 30, 2026. Accordingly, no provision has been made for U.S. deferred taxes related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have to be provided if we concluded that such earnings will be remitted to the U.S. in the future.
In
addition, the 2017 Tax Act also creates a new requirement that certain income (i.e., Global Intangible Low-Taxed Income (“GILTI”))
earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFCs’ U.S.
shareholder. GILTI is the excess of the shareholder’s net CFC tested income over the net deemed tangible income return, which is
currently defined as the excess of (1) 10 percent of the aggregate of the U.S. shareholder’s pro rata share of the qualified business
asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into
account in the determination of net CFC-tested income. The Company has elected to recognize the tax on GILTI as a period expense in the
period the tax is incurred. For the six months and three months ended June 30, 2026 and 2025,
ASC 740 also requires the recognition and measurement of uncertain tax positions using a “more-likely-than-not” threshold. Management has evaluated the Company’s tax positions, including the anticipated offshore profits tax exemption in Hong Kong, and determined that no liability for uncertain tax positions was required to be recorded as of June 30, 2026.
Note 7 - Subsequent Events
The Company has evaluated all subsequent events through the date these condensed financial statements were issued and determined that there were no subsequent events or transactions that require recognition or disclosures in the condensed financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
Overview
Rubber Leaf Inc was incorporated under the laws of the State of Nevada on May 18, 2021. On May 27, 2021, the Company entered into the Share Exchange Agreement with Xingxiu Hua, the Chief Executive Officer, President and Chairperson of the Company, pursuant to which the Company issued 40,000,000 shares of common stock to Ms. Hua in consideration of Ms. Hua’s efforts to procure Rubber Leaf LLC to transfer any and all equity interests in RLSP to the Company. We acquired Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. on July 1, 2021, through an equity transfer between Rubber Leaf LLC and Rubber Leaf Inc. After the acquisition, RLSP became our 100% directly controlled subsidiary and wholly foreign-owned enterprise in China. RLSP was established in Fenghua, Ningbo, China and commenced operations in July 2019. RLSP was the wholly owned subsidiary of Rubber Leaf LLC, a Delaware company organized on June 1, 2018, and Xingxiu Hua, our Chief Executive Officer, President and Chairperson of the Board, was the sole member of Rubber Leaf LLC. RLSP specialized in the production and sales of automotive rubber and plastic sealing strips. All of our business was previously conducted through RLSP until it was disposed of by the Company on November 20, 2025.
The Company completed the disposition of RLSP through a Share Purchase Agreement dated November 20, 2025 (“Agreement”) with Shanghai Yongliansen Import and Export Trading Co., Ltd. (“Yongliansen”), of which our Chief Executive Officer, Ms. Xingxiu Hua, holds 30% of the outstanding equity. Pursuant to the Agreement, we sold all of our then equity interests in RLSP to Yongliansen for cash consideration of US$3,000,000, payable in three installments. RLSP has filed the sale and change of sole shareholder with the State Administration for Market Regulation of the PRC (the “SAMR”) with the official registration date being October 28, 2025.
Prior to the disposition of RLSP, we established a wholly owned subsidiary in Hong Kong, Rubber Leaf Limited, on September 22, 2025, and substantially transferred all principal orders, customer contracts and supply arrangements formerly associated with RLSP to RLHK. RLHK is now the Company’s primary operating entity and continues to conduct business specializing in sales of automotive rubber and plastic sealing strips. We are a well-known auto parts enterprise, and we are also the first-tier supplier of well-known auto brands such as eGT and Volkswagen.
Our principal business address is Room 2109, 21/F C C WU BLDG 302-308 HENNESSY ROAD, WANCHAI, HONG KONG.
Components of Our Results of Operations
Sales Revenue
We generate revenue through the sale of automotive rubber and plastic sealing strips under three supply models:
Model A (Direct Supply Model)
Following successful on-site inspections by auto OEMs, RLSP secures listing in its directories as a first-tier supplier that directly provides products to the OEM. For example, eGT is an auto OEM, and we serve as their first-tier supplier. eGT directly signs purchase or supply agreements with RLSP. This positions RLSP to independently procure raw materials, manufacture final products and directly deliver finished goods to the warehouses of the auto OEMs. RLSP fulfills its performance obligation upon the delivery of finished products to their warehouses, following a subsequent quality inspection approved by them. Simultaneously, they may request product replacements for disqualified items. Ownership and control of our finished products transfer to customers upon successful inspection and acceptance into an OEM’s warehouse. Revenue recognition occurs upon the transfer of control of our products to a customer, with payments made directly by the OEM.
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Model B (Indirect Supply Model)
RLSP receives the purchase orders from our related parties-Shanghai Xinsen and Xinsen Sealing Products (Hangzhou) Co., Ltd (“Hangzhou Xinsen”) (collectively named as “Xinsen Group” for two companies together). The Company’s Chief Executive Officer, President and Chairperson, Ms. Xingxiu Hua, previously held a 90% ownership interest in Shanghai Xinsen and Shanghai Xinsen holds a 70% ownership interest in Hangzhou Xinsen. Effective October 1, 2022, Ms. Hua reduced her ownership of Shanghai Xinsen from 90% to 15%, and accordingly reduced her indirect ownership of Hangzhou Xinsen from 63% to 10.5%. The Xinsen Group serves as a certified second-tier supplier for branded Automobile Manufacturers (“Auto Manufacturers”). A second-tier supplier refers to a supplier that provides products to the first-tier suppliers of the OEM. First-tier suppliers could be suppliers of car doors, rubber and plastic components and other automobile parts. Auto Manufacturers issue consolidated purchase orders for complete sets of rubber and plastic auto parts for a particular model to their first-tier suppliers. These first-tier suppliers subcontract the production of rubber and plastic seals to second-tier suppliers. As a second-tier supplier and a facilitator of production rather than a direct manufacturer, Xinsen Group coordinates with us to fulfill orders. Upon receipt of purchase orders, RLSP procures rubber materials from our vendors. The production process involves outsourcing to third-party manufacturers for either work-in-process products (“WIP”) or finished products, based on management’s decisions in response to operational circumstances.
We employ two distinct forms of outsourced processing under Model B.
| 1) | RLSP purchases raw materials and subcontracts production to third-party manufacturers for WIP. Once WIP is finished and delivered to RLSP’s warehouse, RLSP performs certain manual processes, such as welding and constructing in order to meet the specification of the purchase orders. The completion of the final products is contingent upon a rigorous quality inspection conducted by RLSP, ensuring they meet the highest standards. | |
| 2) | RLSP purchases raw materials and subcontracts third party manufacturers to produce finished products. RLSP will trace and observe each step of production undertaken by third-party manufacturers, with a primary focus on the final quality control step. |
The finished products are delivered to the warehouses of Xinsen Group’s upstream first-tier suppliers, either from our locations or those of the third-party manufacturers. Quality inspection is carried out by assigned inspectors from Xinsen Group upon delivery. RLHK fulfills its obligation when the finished products reach Xinsen Group’s customers and pass the qualified quality inspection.
In the event of products that do not pass inspection, the Xinsen Group initiates a product replacement process. Upon confirmation of quality and quantity, and acceptance of finished products into Xinsen Group’s customers’ warehouses, invoices are provided to us as proof of delivery. The date of the invoices signifies the transfer of ownership and control of the finished products under model B from us to Xinsen Group and indirectly to its upstream first-tier suppliers. We recognize at such time as Xinsen Group’s customers accept delivery of products.
We also generate revenue through contract manufacturing model or OEM supply model, which is described in Model C.
Model C (OEM Supply Model)
The contract manufacturing process begins with the customer placing an order and supplying all necessary raw materials. We coordinate with qualified processing partners and dispatch our experienced technical personnel to provide on-site guidance and supervision throughout the production process.
If the subcontractor’s personnel are unable to complete certain steps to the required standard, we may assign our own workers to carry out or complete those specific processes using the equipment available at the subcontractor’s facility. This approach ensures that the final products meet the customer’s specifications and quality expectations, consistent with the contract manufacturing model previously adopted.
The customer is charged a processing fee, which is calculated based on the cost per individual part and settled monthly. At the start of each month, we calculate the number of parts processed in the previous month, and both parties confirm the quantity by stamping the relevant documents. Once confirmed, we issue an invoice for the processing fee, and the customer makes payment upon receipt of the invoice.
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Related Party Revenues
We generate revenue through the sale of automotive rubber and plastic sealing strips under an indirect supply model. RLHK receives purchase orders from its customers, Shanghai Xinsen and Shanghai Huaxin, which are related parties. The Company’s Chief Executive Officer, President and Chairperson, Ms. Xingxiu Hua, previously held a 90% ownership interest in Shanghai Xinsen. Effective October 1, 2022, Ms. Hua reduced her ownership interest in Shanghai Xinsen from 90% to 15%. Both Shanghai Xinsen and Shanghai Huaxin serve as certified second-tier suppliers to branded automobile manufacturers (the “Auto Manufacturers”).
Second-tier suppliers provide products to first-tier suppliers of original equipment manufacturers (“OEMs”). First-tier suppliers typically manufacture or assemble major automotive components, such as doors, rubber and plastic components, and other automobile parts. Auto Manufacturers issue consolidated purchase orders for complete sets of rubber and plastic components for specific vehicle models to their first-tier suppliers, who in turn subcontract the production of rubber and plastic sealing strips to second-tier suppliers.
As second-tier suppliers and facilitators of production rather than direct manufacturers, Shanghai Xinsen and Shanghai Huaxin coordinate with the Company to fulfill customer orders. Upon receipt of purchase orders, RLHK places corresponding orders with third-party vendors. These vendors are responsible for procuring raw materials and manufacturing the finished products. Throughout the production process, RLHK monitors and observes each key stage of manufacturing performed by the third-party vendors, with particular emphasis on final quality control.
Finished products are delivered either from the Company’s facilities or directly from third-party manufacturers to the warehouses of the first-tier suppliers designated by Shanghai Xinsen and Shanghai Huaxin. Upon delivery, quality inspections are performed by inspectors appointed by the end customers. RLHK’s performance obligation is considered fulfilled when the finished products are delivered to the customers designated by Shanghai Xinsen and Shanghai Huaxin and successfully pass the required quality inspections.
Cost of Revenues
Cost of revenues represents cost of goods sold and primarily consists of amounts paid to third-party vendors for manufacturing, logistics, and distribution services related to the production and delivery of finished products.
General and Administrative Expense
General and administrative expenses include the expenses for commercial support personnel, personnel in executive and other administrative functions, other commercial costs necessary to support the commercial operation of our products, professional fees for legal, consulting and accounting services.
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Income taxes
Under Hong Kong Profits Tax rules, only profits arising in or derived from Hong Kong are subject to Hong Kong Profits Tax. Profits sourced outside Hong Kong may qualify as offshore profits and are generally not chargeable to Hong Kong Profits Tax, subject to review and final determination by the Hong Kong Inland Revenue Department (“IRD”). RLHK’s first statutory accounting year-end is December 31, 2026; accordingly, no profits-tax return is required to be filed for the year ended December 31, 2025. Management intends to submit an offshore-profits exemption claim to the IRD when filing RLHK’s first profits-tax return. Based on the current facts and technical analysis of the geographic source of income, all substantive decision-making, contracting, and operational activities generating RLHK’s income occur outside Hong Kong. Accordingly, management concludes that any income earned by RLHK is of an offshore nature. There can be no assurance that the IRD will accept this offshore-profit position.
Results of Operations
Comparison of the Six Months Ended on June 30, 2026 and 2025
The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:
| For the six months ended on June 30, | ||||||||||||
| 2026 | 2025 | Changes | ||||||||||
| Sales-related parties | $ | 6,038,954 | $ | - | 6,038,954 | |||||||
| Total | 6,038,954 | - | 6,038,954 | |||||||||
| Cost of sales | 5,815,774 | - | 5,815,774 | |||||||||
| Gross profit (loss) | 223,180 | - | 223,180 | |||||||||
| Operating Expenses | ||||||||||||
| General & administrative expenses | 81,547 | 165,082 | (83,535 | ) | ||||||||
| Total operating expenses | 81,547 | 165,082 | (83,535 | ) | ||||||||
| Income (loss) from operations | 141,633 | (165,082 | ) | 306,715 | ||||||||
| Other income (expense): | ||||||||||||
| Interest income (expense) | 41,807 | - | 41,807 | |||||||||
| Other (expense) income, net | - | - | - | |||||||||
| Total other income (expenses), net | 41,807 | - | 41,807 | |||||||||
| Net income (loss) from continuing operations before income taxes | 183,440 | (165,082 | ) | 348,522 | ||||||||
| Income tax expenses | - | - | - | |||||||||
| Net income (loss) from continuing operations | $ | 183,440 | $ | (165,082 | ) | $ | 348,522 | |||||
| Gain (loss) from discontinued operations | - | (521,889 | ) | 521,889 | ||||||||
| Net income (loss) | 183,440 | (686,971 | ) | 870,411 | ||||||||
Sales Revenue
Sales revenue was $6,038,954 and $Nil for the six months ended June 30, 2026 and 2025, respectively, representing an increase of approximately $6.0 million year over year.
The Company did not generate revenue during the six months ended June 30, 2025, primarily due to the suspension of operations resulting from a prior legal dispute with Ningbo Rongsen. On September 22, 2025, the Company established Rubber Leaf Limited (“RLHK”), a Hong Kong subsidiary, which subsequently became the Company’s primary operating entity and is principally engaged in the sale of automotive rubber and plastic sealing strips.
The increase in revenue for the six months ended June 30, 2026 was primarily attributable to sales generated through RLHK following the resumption and restructuring of the Company’s operating activities. The Company expects to continue developing its customer base and expanding its sales activities; however, future revenue growth will depend on market demand, customer orders and the Company’s ability to execute its business strategy.
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Cost of Sales
Cost of sales was $5,815,774 and $Nil for the six months ended June 30, 2026 and 2025, respectively. The increase in cost of sales was consistent with the commencement of sales activities through RLHK during the six months ended June 30, 2026.
Gross Profit
Gross income amounted to $223,180 and $Nil for the six months ended June 30, 2026 and 2025, respectively.
General and administrative expenses
General and administrative expenses were $81,547 and $165,082 for the six months ended June 30, 2026 and 2025, respectively, representing a decrease of $83,535, or approximately 50.6%, year over year.
The decrease was primarily attributable to lower professional service fees, including legal, accounting and consulting expenses. Professional fees incurred during the six months ended June 30, 2025 were primarily associated with the Company’s corporate and regulatory matters, including its efforts related to a potential uplisting to The Nasdaq Capital Market.
Income from Continuing Operations
Income from operations was $141,633 for the six months ended June 30, 2026, compared with a loss from operations of $165,082 for the six months ended June 30, 2025, representing an improvement of $306,715 year over year.
The improvement was primarily attributable to the gross profit generated from RLHK’s sales activities and the decrease in general and administrative expenses during the six months ended June 30, 2026.
Income (loss) from Discontinued Operations
On November 20, 2025, the Company entered into a share purchase agreement to sell all of its equity interests in Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. (“RLSP”), its former PRC subsidiary, to Shanghai Yongliansen Import and Export Trading Co., Ltd., a related party in which the Company’s Chief Executive Officer holds a 30% equity interest, for cash consideration of $3,000,000 payable in three installments. The transaction closed on November 30, 2025. Accordingly, the results of RLSP have been presented as discontinued operations for all periods presented in the accompanying condensed consolidated financial statements.
RLSP generated no revenue during the three and six months ended June 30, 2025 as a result of a legal dispute with Ningbo Rongsen. Loss from discontinued operations was $Nil and $265,484.67 for the three months ended June 30, 2026 and 2025, respectively, and $Nil and $521,889 for the six months ended June 30, 2026 and 2025, respectively.
Net income (loss)
As a result of the factors described above, net income was $183,440 for the six months ended June 30, 2026, compared with a net loss of $686,971 for the six months ended June 30, 2025, representing an improvement of $870,411 year over year.
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Comparison of the Three Months Ended on June 30, 2026 and 2025
The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025:
| For the three months ended on June 30 | ||||||||||||
| 2026 | 2025 | Changes | ||||||||||
| Sales-related parties | $ | 2,774,030 | $ | - | 2,774,030 | |||||||
| Total | 2,774,030 | - | 2,774,030 | |||||||||
| Cost of sales | 2,836,195 | - | 2,836,195 | |||||||||
| Gross profit (loss) | (62,165 | ) | - | (62,165 | ) | |||||||
| Operating Expenses | ||||||||||||
| General & administrative expenses | 19,360 | 85,231 | (65,871 | ) | ||||||||
| Total operating expenses | 19,360 | 85,231 | (65,871 | ) | ||||||||
| Income (loss) from operations | (81,525 | ) | (85,231 | ) | 3,706 | |||||||
| Other income (expense): | ||||||||||||
| Interest income (expense) | 20,903 | - | 20,903 | |||||||||
| Other (expense) income, net | - | - | - | |||||||||
| Total other income (expenses), net | 20,903 | - | 20,903 | |||||||||
| Net income (loss) from continuing operations before income taxes | (60,622 | ) | (85,231 | ) | 24,609 | |||||||
| Income tax expenses | - | - | - | |||||||||
| Net income (loss) from continuing operations | $ | (60,622 | ) | $ | (85,231 | ) | $ | 24,609 | ||||
| Gain (loss) from discontinued operations | - | (256,404 | ) | 256,404 | ||||||||
| Net income (loss) | (60,622 | ) | (341,635 | ) | 281,013 | |||||||
Sales Revenue
Sales revenue was $2,774,030 and $Nil for the three months ended June 30, 2026 and 2025, respectively, representing an increase of approximately $2.8 million year over year.
The Company did not generate revenue during the three months ended June 30, 2025, primarily due to the suspension of operations resulting from a prior legal dispute with Ningbo Rongsen. On September 22, 2025, the Company established Rubber Leaf Limited (“RLHK”), a Hong Kong subsidiary that subsequently became the Company’s primary operating entity and is principally engaged in the sale of automotive rubber and plastic sealing strips. Revenue generated during the three months ended June 30, 2026 was primarily attributable to sales conducted through RLHK.
Cost of Sales
Cost of sales was $2,836,195 and $Nil for the three months ended June 30, 2026 and 2025, respectively. The increase in cost of sales was attributable to the commencement of sales activities through RLHK and was generally consistent with the increase in sales volume during the period.
Gross Profit
Gross Profit (Loss)
Gross loss was $62,165 for the three months ended June 30, 2026, compared with $Nil for the same period in 2025. For the six months ended June 30, 2026, the Company recorded gross profit of $223,179, or 3.7% of revenue, compared with $Nil for the same period in 2025. The 2025 comparatives reflect no revenue or cost of sales from continuing operations, as RLHK was not incorporated until September 22, 2025 and the Company’s prior operations conducted through RLSP are presented as discontinued operations.
Results for the six-month period reflect two distinct pricing environments. Gross profit was $285,344, or 8.7% of revenue, in the first quarter of 2026, before turning to a gross loss of $62,165, or negative 2.2% of revenue, in the second quarter.
The gross loss in the second quarter was primarily attributable to a timing lag between an increase in the Company’s raw-material purchase prices and the corresponding adjustment to its contractual selling prices. The Company’s products are manufactured principally from EPDM and TPV, both petroleum-derived materials, and their cost is directly sensitive to movements in global crude oil prices. Following the disruption of Middle East crude supply in late February 2026 and the resulting increase in benchmark crude prices, the Company’s contracted purchase prices increased by approximately 50% effective with its March 2026 purchase order and remained at that level throughout the second quarter.
Because the Company’s selling prices are fixed under monthly sales agreements, the increase could not be passed through immediately. Selling prices were renegotiated with the Company’s customers and increased by approximately 17% effective with the May 2026 sales agreement. As a result, the Company recorded a gross loss of $102,800 in April 2026 and returned to gross profits of $20,160 and $20,475 in May and June 2026, respectively.
The renegotiated selling prices recovered only part of the increase in purchase prices. Gross margin was approximately 2.0% in May and June 2026, compared with approximately 24.0% in January and February 2026. Sales volume in the second quarter of 2026 declined approximately 24% from the first quarter, principally because order volumes were reduced during the period in which selling prices were being renegotiated. The Company does not expect gross margin to return to first-quarter 2026 levels unless raw-material prices decline or further selling-price adjustments are agreed.
Both the Company’s principal customers and its principal raw-material vendor are related parties. Purchase and selling prices are established under written monthly purchase orders and sales agreements rely on market conditions and business considerations.
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General and Administrative Expenses
General and administrative expenses were $19,360 and $85,231 for the three months ended June 30, 2026 and 2025, respectively, representing a decrease of $65,871, or approximately 77.3%, year over year.
The decrease was primarily attributable to lower professional service fees, including legal, accounting and consulting expenses. Professional fees incurred during the three months ended June 30, 2025 were primarily related to the Company’s corporate and regulatory matters, including its efforts associated with a potential uplisting to The Nasdaq Capital Market.
Loss from Continuing Operations
Loss from continuing operations before income taxes was $60,622 for the three months ended June 30, 2026, compared with $85,231 for the three months ended June 30, 2025, representing an improvement of $24,609, or approximately 28.9%, year over year.
The improvement was primarily attributable to the decrease in general and administrative expenses and the recognition of interest income during the three months ended June 30, 2026, partially offset by the gross loss generated from RLHK’s sales activities.
Loss from Discontinued Operations
On September 22, 2025, RLI established a new Hong Kong subsidiary, Rubber Leaf Limited (“RLHK”), to continue to conduct business specializing in sales of automotive rubber and plastic sealing strips as all principal orders. During the three months ended June 30, 2025, the Company generated $Nil of revenue through RLSP due to a prior legal dispute with Ningbo Rongsen. However, due to the uncertainty of resuming operations and related legal commitments, RLSP’s operations were not as expected, our management intended to change its operations. Subsequently on November 20, 2025, the Company entered into an agreement with a counterparty to sell certain assets and liabilities of RLSP. RLSP has been identified as discontinued operations in the accompanying consolidated financial statements. Loss from discontinued operations was $Nil and $256,404 for the three months ended June 30, 2026 and 2025, respectively.
Net income (loss)
As a result of the factors described above, net loss was $60,622 for the three months ended June 30, 2026, compared with a net loss of $341,635 for the same period in 2025, representing a decrease in net loss of $281,013, or approximately 82.3%, year over year.
Liquidity and Capital Resources
As of June 30, 2026, the Company had an accumulated deficit of $2,370,445. The Company had cash of $1,361 and a working capital deficit of $2,294,310 as of June 30, 2026, compared with cash of $1,105 and a working capital deficit of $2,435,943 as of December 31, 2025.
The working capital deficit decreased by $141,633 during the six months ended June 30, 2026. The improvement was primarily attributable to income generated from operations during the period. However, the Company continued to have limited cash resources and a significant working capital deficit as of June 30, 2026.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Critical Accounting Policies
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
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The critical accounting policies are discussed in further detail in the notes to the unaudited financial statements appearing elsewhere in this 10-Q report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and President, in order to allow timely consideration regarding required disclosures.
The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this report. Our management, including our Chief Executive Officer and President, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of June 30, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and President and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and President and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026 due to material weaknesses in our internal control over financial reporting related to insufficient U.S. GAAP knowledge and expertise and inadequate segregation of duties.
Notwithstanding the foregoing, management has substantial experience in preparing and reviewing the Company’s financial information and Exchange Act reports, and, to date, no material misstatements have been identified in the financial statements included in this Quarterly Report as a result of the material weaknesses described above. In addition, management performed additional review and analysis procedures to support the timely preparation of the Company’s financial statements and related disclosures for this Quarterly Report.
As part of its remediation efforts, management has engaged an outside accounting consultant with experience in U.S. GAAP and SEC financial reporting to assist in strengthening the Company’s financial reporting process and internal controls. Management is also enhancing its review procedures and implementing measures to improve segregation of duties. These material weaknesses will not be considered remediated until the applicable controls have been designed and implemented, have operated for a sufficient period of time, and management has concluded, through testing, that such controls are effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There have been no material changes to the legal proceedings previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
As previously disclosed, the Company completed the disposition of its former PRC subsidiary, Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. (“RLSP”), on November 30, 2025. Pursuant to the share purchase agreement governing that transaction, from and after the closing all existing and future debts, losses and obligations of RLSP, and all pending, ongoing and potential future litigation, arbitration, administrative penalties and other disputes relating to RLSP, are borne solely by the purchaser, and the Company has no recourse obligation with respect to such matters. The Company is not currently a party to any material legal proceedings.
Item 1A. Risk Factors.
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(A) Unregistered Sales of Equity Securities
None.
(B) Use of Proceeds
Not applicable.
(C) Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
During
the quarter ended June 30, 2026, no director or officer
Item 6. Exhibits
| Exhibit No. | Description | |
| 31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer and President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101* | Interactive Data Files | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Schema Document | |
| 101.CAL* | XBRL Calculation Linkbase Document | |
| 101.DEF* | XBRL Definition Linkbase Document | |
| 101.LAB* | XBRL Label Linkbase Document | |
| 101.PRE* | XBRL Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Furnished herewith and not to be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor incorporated by reference into any filing of Rubber Leaf Inc under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RUBBER LEAF INC | |
| Date: August 10, 2026 | /s/ Xingxiu Hua |
| Xingxiu Hua, Chief Executive Officer | |
| Date: August 10, 2026 | /s/ Hua Wang |
| Hua Wang, Chief Financial Officer |
| 31 |
EXHIBIT 31.1
CERTIFICATION
I, Xingxiu Hua, certify that:
| 1. | I have reviewed this report on Form 10-Q of Rubber Leaf Inc; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ Xingxiu Hua | |
| Xingxiu Hua | |
Chief Executive Officer and President (Principal Executive Officer) | |
| August 10, 2026 |
EXHIBIT 31.2
CERTIFICATION
I, Hua Wang, certify that:
| 1. | I have reviewed this report on Form 10-Q of Rubber Leaf Inc; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ Hua Wang | |
| Hua Wang | |
Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) | |
| August 10, 2026 |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Rubber Leaf Inc (the “Company”) on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Xingxiu Hua | |
| Xingxiu Hua | |
Chief Executive Officer and President (Principal Executive Officer) | |
| August 10, 2026 | |
| /s/ Hua Wang | |
| Hua Wang | |
Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) | |
| August 10, 2026 |