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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the quarterly period ended September 30, 2024
   
  Or
   
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the transition period from _________ to _________

 

Commission File Number: 001-34499

 

GULF RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   13-3637458
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     

Level 11, Vegetable Building, Industrial Park of the East City,

Shouguang City, Shandong, China

  262700
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +86 (536) 567 0008

 

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

 

Title of each class Trading Symbol (s) Name of each exchange on which registered
Common Stock, $0.0005 par value GURE NASDAQ Global Select Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☐
   

Non-accelerated filer

Smaller reporting company
   
  Emerging Growth Company

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No

 

As of November 19, 2024, the registrant had outstanding 10,726,924 shares of common stock, excluding 285,830 shares of treasury stock. 

 

 

 

 

Table of Contents

 

Part I – Financial Information  
Item 1. Financial Statements 1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17
Item 3. Quantitative and Qualitative Disclosures about Market Risk 27
Item 4. Controls and Procedures 28
Part II – Other Information  
Item 1. Legal Proceedings 28
Item 1A. Risk Factors 29
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 29
Item 3. Defaults Upon Senior Securities 29
Item 4. Mine Safety Disclosures 29
Item 5. Other Information 30
Item 6. Exhibits 30
Signatures 31

 

 

 

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollars)

 

   September 30, 2024
Unaudited
  December 31, 2023
Audited
Current Assets          
Cash  $11,237,493   $72,223,894 
Accounts receivable ,net   1,186,880    4,865,696 
Inventories, net   427,839    577,229 
Prepayments and deposits   8,311,871    8,395,290 
Other receivable   95,245    7,482 
Total Current Assets   21,259,328    86,069,591 
Non-Current Assets          
Property, plant and equipment, net   150,680,984    122,188,023 
Finance lease right-of use assets   80,144    83,115 
Operating lease right-of-use assets   6,385,605    6,699,784 
Prepaid land leases, net of current portion   9,823,607    9,772,170 
Deferred tax assets ,net   5,655,626    1,859,025 
Total non-current assets   172,625,966    140,602,117 
Total Assets  $193,885,294   $226,671,708 
           
Liabilities and Stockholders’ Equity          
Current Liabilities          
Accounts payable and accrued expenses  $15,775,145   $8,833,936 
Taxes payable-current   145,642    475,630 
Advance from customer       42,705 
Amount due to related parties   2,598,765    2,586,658 
Finance lease liability, current portion   201,855    172,625 
Operating lease liabilities, current portion   498,580    473,653 
Total Current Liabilities   19,219,987    12,585,207 
Non-Current Liabilities          
Finance lease liability, net of current portion   1,103,707    1,312,950 
Operating lease liabilities, net of current portion   7,036,482    7,525,255 
Total Non-Current Liabilities   8,140,189    8,838,205 
Total Liabilities  $27,360,176   $21,423,412 
           
Commitment and Loss Contingencies  $   $ 
           
Stockholders’ Equity          
PREFERRED STOCK; $0.001 par value; 1,000,000 shares authorized; none outstanding  $   $ 
COMMON STOCK; $0.0005 par value; 80,000,000 shares authorized; 11,012,754 shares issued; and 10,726,924 shares outstanding as of September 30, 2024 and December 31, 2023, respectively   24,623    24,623 
Treasury stock; 285,830  shares as of September 30, 2024 and December 31, 2023 at cost   (1,372,673)   (1,372,673)
Additional paid-in capital   101,688,262    101,688,262 
Retained earnings unappropriated   55,711,323    96,294,256 
Retained earnings appropriated   26,667,097    26,667,097 
Accumulated other comprehensive loss   (16,193,514)   (18,053,269)
Total Stockholders’ Equity   166,525,118    205,248,296 
Total Liabilities and Stockholders’ Equity  $193,885,294   $226,671,708 

 

See accompanying notes to the condensed consolidated financial statements.

 

1 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Expressed in U.S. dollars)

(UNAUDITED)

 

                                 
   Three-Month Period Ended September 30,  Nine -Month Period Ended September 30,
   2024  2023  2024  2023
             
NET REVENUE                    
Net revenue  $2,242,365   $5,865,615   $5,932,596   $23,173,404 
                     
OPERATING INCOME (EXPENSE)                    
Cost of net revenue   (4,071,616)   (6,373,902)   (11,303,519)   (20,464,418)
Sales and marketing expenses   (13,484)   (14,428)   (31,608)   (42,850)
Direct labor and factory overheads incurred during plant shutdown   (1,736,345)   (1,007,689)   (7,185,537)   (4,471,954)
General and administrative expenses   (1,002,529)   (762,884)   (2,409,957)   (2,266,260)
Other operating income (loss)               60,134 
TOTAL OPERATING COSTS AND EXPENSE    (6,823,974)   (8,158,903)   (20,930,621)   (27,185,348)
                     
PROFIT (LOSS) FROM OPERATIONS   (4,581,609)   (2,293,288)   (14,998,025)   (4,011,944)
                     
OTHER INCOME (EXPENSE)                    
Interest expense   (21,191)   (23,791)   (70,835)   (81,322)
Interest income   6,220    57,758    77,071    201,127 
Other expenses (income)           (29,173,011)    
INCOME(LOSS) BEFORE TAXES   (4,596,580)   (2,259,321)   (44,164,800)   (3,892,139)
                     
INCOME TAX BENEFIT (EXPENSE)   1,103,697    483,524    3,581,867    876,779 
NET PROFIT (LOSS)  $(3,492,883)  $(1,775,797)  $(40,582,933)  $(3,015,360)
                     
COMPREHENSIVE INCOME (LOSS)                    
NET PROFIT (LOSS)  $(3,492,883)  $(1,775,797)  $(40,582,933)  $(3,015,360)
OTHER COMPREHENSIVE (LOSS) INCOME                    
- Foreign currency translation adjustments   3,102,876    2,247,978    1,859,755    (7,879,513)
TOTAL COMPREHENSIVE  (LOSS) INCOME  $(390,007)  $472,181   $(38,723,178)  $(10,894,873)
                     
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:  $(0.33)  $(0.17)  $(3.78)  $(0.29)
                     
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES:   10,726,924    10,431,924    10,726,924    10,431,924 

 

 

See accompanying notes to the condensed consolidated financial statements.

 

2 

 

 

GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024
(Expressed in U.S. dollars)

 

 

 

                                                                               
   Common stock              Accumulated   
   Number  Number  Number        Additional  Retained  Retained  other   
   of shares  of shares  of treasury     Treasury  paid-in  earnings  earnings  comprehensive   
   issued  outstanding  stock  Amount  stock  capital  unappropriated  appropriated  Income(loss)  Total
                               
BALANCE AT JUNE 30, 2024 (Unaudited)   11,012,754    10,726,924    285,830    24,623    (1,372,673)   101,688,262   $59,204,206   $26,667,097   $(19,296,390)  $166,915,125 
Translation adjustment                                   3,102,876    3,102,876 
Net loss for three-month period ended September 30, 2024                           (3,492,883)           (3,492,883)
BALANCE AT SEPTEMBER 30, 2024 (Unaudited)   11,012,754    10,726,924    285,830    24,623    (1,372,673)   101,688,262   $55,711,323   $26,667,097   $(16,193,514)  $166,525,118 

 

 

   Common stock              Accumulated   
   Number  Number  Number        Additional  Retained  Retained  other   
   of shares  of shares  of treasury     Treasury  paid-in  earnings  earnings  comprehensive   
   issued  outstanding  stock  Amount  stock  capital  unappropriated  appropriated  Income(loss)  Total
                               
BALANCE AT JUNE 30, 2023 (Unaudited)   10,717,754    10,431,924    285,830    24,476    (1,372,673)   101,237,059   $156,849,972   $26,667,097   $(23,154,780)  $260,251,151 
Restricted shares                                        
Translation adjustment                                   2,247,978    2,247,978 
Net income for three-month period ended September 30, 2023                           (1,775,797)           (1,775,797)
BALANCE AT SEPTEMBER 30, 2023 (Unaudited)   10,717,754    10,431,924    285,830    24,476    (1,372,673)   101,237,059   $155,074,175   $26,667,097   $(20,906,802)  $260,723,332 

 

 

 

 

  

   Common stock              Accumulated   
   Number  Number  Number        Additional  Retained  Retained  other   
   of shares  of shares  of treasury     Treasury  paid-in  earnings  earnings  comprehensive   
   issued  outstanding  stock  Amount  stock  capital  unappropriated  appropriated  Income(loss)  Total
                               
BALANCE AT DECEMBER 31, 2023 (Audited)   11,012,754    10,726,924    285,830    24,623    (1,372,673)   101,688,262   $96,294,256   $26,667,097   $(18,053,269)  $205,248,296 
Translation adjustment                                   1,859,755    1,859,755 
Net income for nine-month period ended September 30, 2024                           (40,582,933)           (40,582,933)
BALANCE AT SEPTEMBER 30, 2024 (Unaudited)   11,012,754    10,726,924    285,830    24,623    (1,372,673)   101,688,262   $55,711,323   $26,667,097   $(16,193,514)  $166,525,118 

 

 

   Common stock              Accumulated   
   Number  Number  Number        Additional  Retained  Retained  other   
   of shares  of shares  of treasury     Treasury  paid-in  earnings  earnings  comprehensive   
   issued  outstanding  stock  Amount  stock  capital  unappropriated  appropriated  Income(loss)  Total
                               
BALANCE AT DECEMBER 31, 2022 (Audited)   10,717,754    10,431,924    285,830    24,476    (1,372,673)   101,237,059   $158,089,535   $26,667,097   $(13,027,289)  $271,618,205 
Restricted shares                                        
Translation adjustment                                   (7,879,513)   (7,879,513)
Net income for nine-month period ended September 30, 2023                           (3,015,360)           (3,015,360)
BALANCE AT SEPTEMBER 30, 2023 (Unaudited)   10,717,754    10,431,924    285,830    24,476    (1,372,673)   101,237,059   $155,074,175   $26,667,097   $(20,906,802)  $260,723,332 

 

  

See accompanying notes to the condensed consolidated financial statements.

 

3 

 

 

GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
(UNAUDITED)

 

                 
   Nine-Month Period Ended September 30,
   2024  2023
       
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income(loss)  $(40,582,933)  $(3,015,360)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:          
Amortization on capital lease   70,835    80,252 
Depreciation and amortization   14,037,554    15,385,624 
Unrealized translation difference       165,444 
Deferred tax asset   (3,615,091)   (1,002,511)
Amortization of right-of-use asset   659,509     
Loss on disposal of equipment   29,169,008     
Changes in assets and liabilities:          
Accounts receivable   3,677,653    3,132,796 
Inventories   153,371    718,994 
Prepayments and deposits   171,305    (3,947,311)
Advance from customers   (42,545)    
Other receivables   (86,423)    
Accounts and Other payable and accrued expenses   (2,685,766)   (1,503,845)
Amount due to related Parties        
Taxes payable   (330,299)   (229,600)
Operating lease   (889,641)   85,129 
Net cash (used in) provided  by operating activities   (293,463)   9,869,612 
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of property, plant and equipment   (60,526,213)   (15,197,648)
Net cash from investing activities   (60,526,213)   (15,197,648)
           
CASH FLOWS USED IN FINANCING ACTIVITIES          
Repayment of finance lease obligation   (264,094)   (267,810)
Net cash used in financing activities   (264,094)   (267,810)
           
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS   97,369    1,144,609 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   (60,986,401)   (4,451,237)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD   72,223,894    108,226,214 
CASH AND CASH EQUIVALENTS - END OF PERIOD  $11,237,493   $103,774,977 
           

 

    Periods Ended September 30,
    2024   2023
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION        
Cash paid during the nine-month period ended September 30, 2024 for:                
Paid for taxes   $ 1,013,382     $ 4,930,601  
Interest on finance lease obligation   $ 70,835     $ 80,252  
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES                

 

 

See accompanying notes to the condensed consolidated financial statements.

 

4 

 

   

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)           Basis of Presentation and Consolidation

 

The accompanying unaudited consolidated financial statements have been prepared by Gulf Resources, Inc. (“Gulf Resources”), a Nevada corporation and its subsidiaries (collectively, the “Company”).

 

The consolidated financial statements include the accounts of Gulf Resources, Inc. and its wholly-owned subsidiary, Upper Class Group Limited, a company incorporated in the British Virgin Islands, which owns 100% of Hong Kong Jiaxing Industrial Limited, a company incorporated in Hong Kong (“HKJI”). HKJI owns 100% of Shouguang City Haoyuan Chemical Company Limited (“SCHC”) which owns 100% of Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”) ,Daying County Haoyuan Chemical Company Limited (“DCHC”) and Shouguang Hengde Salt Industry Co. Ltd. (“SHSI”).  All material intercompany transactions have been eliminated on consolidation.

 

(b)        Nature of Business

 

The Company manufactures and trades bromine through its wholly-owned subsidiary, Shouguang City Haoyuan Chemical Company Limited (“SCHC”); manufactures and trades crude salt through its wholly-owned subsidiary, SHSI; and manufactures chemical products for use in the oil industry, pesticides, paper manufacturing industry and for human and animal antibiotics through its wholly-owned subsidiary, Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”) in the People’s Republic of China (“PRC”). DCHC was established to further explore and develop natural gas and brine resources (including bromine and crude salt) in the PRC. DCHC’s business commenced trial operation in January 2019 but has temporarily suspended production insince May 2019 as required by the government to obtain project approval (see Note 1 (b)(iii)).

 

On March 11, 2020, the World Health Organization (WHO) officially declared COVID-19 a pandemic. While not fully quantifiable, the Company believes this situation did not have a material adverse impact on its operating results in the year of 2021. In 2022, COVID may have had a slightly more effect. The government conducted frequent unannounced inspections, which caused some disruption to production. In addition, the Company believes the government’s focusing on COVID may have slightly delayed the approval process for one or more of the closed factories. The virus outbreak and resulting supply chain issues has impacted the overall Chinese economy and thus impacted demand from end customers. It has delayed the delivery of machinery and other equipment for the Company’s Yuxin Chemical factory causing a postponement in its completion and opening. The Company believes the virus outbreak has delayed the finalization of the Sichuan Province environmental plan, causing a further delay for the Company’s project in Sichuan Province.

 

(i) Bromine and Crude Salt Segments

 

In February 2019, the Company received a notification from the local government of Yangkou County that its Factory No. 1, No. 4, No. 7 and No. 9 passed inspection and could resume operations. In April 2019, Factory No.1, and Factory No.7 resumed operation.

  

On November 25, 2019, the government of Shouguang City issued a notice ordering all bromine facilities in Shouguang City, including the Company’s bromine facilities, including Factory No. 1 and Factory No. 7, to temporarily stop production from December 16, 2019 to February 10, 2020. Subsequently, due to the coronavirus outbreak in China, the local government ordered those bromine facilities to postpone the commencement of production. Subsequently, the Company received an approval dated February 27, 2020 issued by the local governmental authority allowing the Company to resume production after the winter temporary closure. Further, the Company received another approval from the Shouguang Yangkou People’s Government dated March 5, 2020 allowing the Company to resume production at its bromine factories No. 1, No. 4, No.7 and No. 9 in order to meet the needs of bromide products for epidemic prevention and control (the “March 2020 Approval”). The Company’s Factories No. 1 and No. 7 commenced trial production in mid-March 2020 and commercial production on April 3, 2020 and its Factories No. 4 and No. 9 commenced commercial production on May 6, 2020. The Company received an oral notification from the government for its Factory No. 8, which permits the Factory No. 8 to resume production in August 2022.

 

The Company is still waiting for governmental approval for Factories No. 2 and No. 10. To our knowledge, the government is currently completing its planning process for all mining areas including that for prevention of flood. As a result, we may be required to make some modifications to our current wells and aqueducts prior to commencement of operations of these factories to satisfy the local government's requirements.

 

Pursuant to the notification from the government of Shouguang City, all bromine facilities in Shouguang City were temporarily closed from December 10, 2022 until February 1, 2023 8:00 AM China Time. To comply with such notification, the Company had temporarily stopped production at its bromine facilities during the aforesaid period and reopened the operating bromine and crude salt factories in February, 2023.

 

In April 2022, Shouguang Hengde Salt Industry Co. Ltd, our subsidiary, was incorporated in Shandong Province, China, for crude salt production and trading. This subsidiary was created in response to a new government policy that requires bromine and crude salt companies to have separate registrations. The creation of this subsidiary and the separation of bromine and crude salt does not impact sales or overall profits. However, the establishment of this subsidiary has resulting in a reallocation of costs between bromine and crude salt.

 

(ii) Chemical Segment

 

On November 24, 2017, the Company received a letter from the Government of Yangkou County, Shouguang City notifying the Company to relocate its two chemical production plants located in the second living area of the Qinghe Oil Extraction to the Bohai Marine Fine Chemical Industrial Park (“Bohai Park”). This was because the two plants were located in a residential area and their production activities impacted the living environment of the residents. This was as a result of the country’s effort to improve the development of the chemical industry, manage safe production and curb environmental pollution accidents effectively, and ensure the quality of the living environment of residents. All chemical enterprises which did not comply with the requirements of the safety and environmental protection regulations were ordered to shut down.

 

In December 2017, the Company secured from the government the land use rights for its chemical plants located at the Bohai Park and in June 2018, the Company presented a completed construction design draft and other related documents to the local authorities for approval. In January 2020, the Company received the environmental protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory. The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020 and basically completed the civil works by the end of June 2021. On November 15, 2021, the Company announced that due to the supply chain issues as well as the electric restrictions in China, the delivery of some equipment, the equipment installation and testing and beginning trial production at the chemical factory had been delayed. On February 22, 2022, the Company announced that discussions with the government have convinced management that the electricity restrictions were eased. Accordingly, the Company contacted its suppliers and expect to have the remainder of the equipment produced and delivered, so the Company can complete installation and begin testing and trial production.

 

The COVID restrictions and resulting national and international supply chain issues as well as governmental permit issues have caused delays in receiving some previously ordered machinery and equipment. The Company is working with its existing suppliers and may identify new suppliers so that it can complete construction of its factory based on accelerated delivery. Currently, the Company is unable to estimate when the construction can be completed and the production can begin.

 

On March 23, 2023, the Company issued a press release detailing the delays in the opening of its Yuxin chemical factory due to COVID and stricter government regulations. As noted in the press release, the Company believes that once all of the equipment is delivered, it will take 3 to 4 months to install the equipment. After installation, the testing process is anticipated to take 2 to 3 months, after which the Company will be in a position to apply for environmental and safety approval. After the Company has obtained environmental and safety approval, it will take us 4 months to conduct trial production, and then the Company may start commercial production.

 

On July 26, 2023, the Company announced that the delivery of the remaining equipment for its Yuxin chemical factory has been temporarily delayed and the Company will re-evaluate its chemical products strategy.

 

The Company believes the relocation process will cost approximately $69 million in total. The Company incurred relocation costs comprising prepaid land lease, professional fees related to the design of the new chemical factory, and progress payment and deposit for the construction of the new factory building in the amount of $45,584,344 and $45,584,344, which were recorded in the prepaid land leases and property, plant and equipment in the consolidated balance sheets as of September 30, 2024 and December 31, 2023. The Company does not believe the delay in opening the factory will materially impact the overall cost of the project.

 

(iii) Natural Gas Segment

 

In January 2017, the Company completed the first brine water and natural gas well field construction in Daying located in Sichuan Province, China, and commenced trial production in January 2019. On May 29, 2019, the Company received a verbal notice from the government of Tianbao Town, Daying County, Sichuan Province, whereby the Company is required to obtain project approval for its well located in Daying, including the whole natural gas and brine water project, and approvals for safety production inspection, environmental protection assessment, and to solve the related land issue. Until these approvals have been received, the Company has to temporarily halt trial production at its natural gas well in Daying. In compliance with the Chinese government new policies, the Company is also required to obtain an exploration license and a mining license for bromine and natural gas, respectively. Pursuant to the Opinions of the Ministry of Natural Resources on Several Issues in Promoting the Reform of Mineral Resources Management (Trial) promulgated by the Ministry of Natural Resources of PRC on January 9, 2020, which came into effect on May 1, 2020, privately owned enterprises are allowed to participate in the natural gas production. The Company plans to proceed with its applications for the natural gas and brine project approvals with related government departments until the governmental planning has been finalized.

 

(c)           Use of Estimates

 

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The most significant accounting estimates with regard to these consolidated financial statements that require the most significant and subjective judgments include, but are not limited to, useful lives of property, plant and equipment,recoverability of long-lived assets, determination of impairment losses, assessment of market value of inventories and provision for inventory obsolescence, allowance for doubtful accounts, recognition and measurement of deferred income taxes, valuation allowance for deferred tax assets, and assumptions used for the valuation of share based payments. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

 

(d)           Cash and Cash Equivalents

 

Cash and cash equivalents consist of all cash balances and highly liquid investments with original maturities of three months or less.Because of short maturity of these investments, the carrying amounts approximate their fair values.

 

(e)           Allowance for Doubtful Accounts

 

We make estimates of the uncollectibility of accounts receivable, especially analyzing accounts receivable and historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms, when evaluating the adequacy of the allowance for doubtful accounts. Credit evaluations are undertaken for all major sale transactions before shipment is authorized. On a quarterly basis, we evaluate aged items in the accounts receivable aging report and provide an allowance in an amount we deem adequate for doubtful accounts. If management were to make different judgments or utilize different estimates, material differences in the amount of our reported operating expenses could result.

 

(f)           Concentration of Credit Risk

 

The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable and cash and cash equivalents. Substantially all of the Company’s cash and cash equivalents are maintained with financial institutions in the PRC, namely, Industrial and Commercial Bank of China Limited, China Merchants Bank Company Limited and Sichuan Rural Credit Union, which are not insured or otherwise protected. The Company placed $11,237,493 and $72,223,894 with these institutions as of September 30, 2024 and December 31, 2023, respectively.  The Company has not experienced any losses in such accounts in the PRC.

 

5 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

(g)           Property, Plant and Equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Expenditures for new facilities or equipment, and major expenditures for betterment of existing facilities or equipment are capitalized and depreciated, when available for intended use, using the straight-line method at rates sufficient to depreciate such costs less 5% residual value over the estimated productive lives. All other ordinary repair and maintenance costs are expensed as incurred.

 

Mineral rights are recorded at cost less accumulated depreciation and any impairment losses. Mineral rights are amortized ratably over the term of the lease, or the equivalent term under the units of production method, whichever is shorter.

 

Construction in process primarily represents direct costs of construction of property, plant and equipment. Costs incurred are capitalized and transferred to property, plant and equipment upon completion and depreciation will commence when the completed assets are placed in service. 

 

The Company’s depreciation and amortization policies on property, plant and equipment, other than mineral rights and construction in process, are as follows:

 

Useful life

(in years) 

Buildings (including salt pans)   8 - 20
Plant and machinery (including protective shells, transmission channels and ducts)   3 - 8
Motor vehicles   5
Furniture, fixtures and equipment   3 - 8

 

Property, plant and equipment under the capital lease are depreciated over their expected useful lives on the same basis as owned assets, or where shorter, the term of the lease.

 

Producing oil and gas properties are depreciated on a unit-of-production basis over the proved developed reserves. Common facilities that are built specifically to service production directly attributed to designate oil and gas properties are depreciated based on the proved developed reserves of the respective oil and gas properties on a pro-rata basis. Common facilities that are not built specifically to service identified oil and gas properties are depreciated using the straight-line method over their estimated useful lives. Costs associated with significant development projects are not depreciated until commercial production commences and the reserves related to those costs are excluded from the calculation of depreciation.

 

(h)           Retirement Benefits

 

Pursuant to the relevant laws and regulations in the PRC, the Company participates in a defined contribution retirement plan for its employees arranged by a governmental organization. The Company makes contributions to the retirement plan at the applicable rate based on the employees’ salaries. The required contributions under the retirement plans are charged to the condensed consolidated statement of loss on an accrual basis when they are due. The Company’s contributions totaled $99,035 and $121,941 for the three-month period ended September 30, 2024 and 2023, respectively, and totaled $322,448 and $405,664 for the nine-month period ended September 30, 2024 and 2023, respectively.

 

(i)           Revenue Recognition

 

Net revenue is net of discount and value added tax and comprises the sale of bromine, crude salt and chemical products. Revenue is recognized when the control of the promised goods is transferred to the customers in an amount that reflects the consideration that the Company expects to receive from the customers in exchange for those goods. The acknowledgement of receipt of goods by the customers is when control of the product is deemed to be transferred. Invoicing occurs upon acknowledgement of receipt of the goods by the customers. Customers have no rights to return the goods upon acknowledgement of receipt of goods. Revenue from contracts with customers is disaggregated in Note 14.

 

6 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

 (Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

(j)           Recoverability of Long-lived Assets

 

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-35“Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment.

 

The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets.

 

For the three and nine months period ended September 30, 2024 and 2023, the Company determined that there were no events or circumstances indicating possible impairment of its long-lived assets.

 

(k)           Basic and Diluted Earnings per Share of Common Stock

 

Basic earnings per common share are based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive, i.e. the exercise prices of the outstanding stock options were greater than the market price of the common stock. Anti-dilutive common stock equivalents which were excluded from the calculation of number of dilutive common stock equivalents amounted to 0 and 0 shares for the three-month periods ended September 30, 2024 and 2023, respectively.

 

Because the Company reported a net loss for the three-month periods ended September 30, 2024 and 2023, common stock equivalents including stock options and warrants were anti-dilutive, therefore the amounts reported for basic and diluted loss per share were the same.

 

7 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

 (Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

(l)           Reporting Currency and Translation

 

The financial statements of the Company’s foreign subsidiaries are measured using the local currency, Renminbi (“RMB”), as the functional currency; whereas the functional currency and reporting currency of the Company is the United States dollar (“USD” or “$”).

 

As such, the Company uses the “current rate method” to translate its PRC operations from RMB into USD, as required under FASB ASC 830 “Foreign Currency Matters”. The assets and liabilities of its PRC operations are translated into USD using the rate of exchange prevailing at the balance sheet date. The capital accounts are translated at the historical rate. Adjustments resulting from the translation of the balance sheets of the Company’s PRC subsidiaries are recorded in stockholders’ equity as part of accumulated other comprehensive loss. The statement of loss and comprehensive loss is translated at average rate during the reporting period. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized in net loss for the reporting periods as part of general and administrative expense. The statement of cash flows is translated at average rate during the reporting period, with the exception of the consideration paid for the acquisition of business which is translated at historical rates.

 

(m)           Foreign Operations

 

All of the Company’s operations and assets are located in PRC.  The Company may be adversely affected by possible political or economic events in this country.  The effect of these factors cannot be accurately predicted.

 

(n)           Inventories.

 

Inventories are stated at the lower of cost, determined on a first-in first-out cost basis, or net realizable value. Costs of work-in-progress and finished goods comprise direct materials, direct labor and an attributable portion of manufacturing overhead. Net realizable value is based on estimated selling price less costs to complete and selling expenses.

  

(o)       Leases

 

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets.

 

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized at January 1, 2019 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

The Company does not recognize operating lease ROU assets and liabilities arising from lease arrangements with lease term of twelve months or less.

 

(p)        Stock-based Compensation

 

Stock-based awards issued to employees are recorded at their fair values estimated at grant date using the Black-Scholes model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. Consistent with the accounting requirement for employee stock-based awards, nonemployee stock-based awards are measured at the grant-date fair value of the equity instruments that the Company is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

  

The Company has elected to account for the forfeiture of stock-based awards as they occur.

 

(q)        Loss Contingencies

 

The Company accrues for loss contingencies relating to legal matters, including litigation defense costs, claims and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and could be reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to accruals are reflected in earnings (loss) in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of such liabilities may be materially different from previous estimates.

 

(r)        Income Tax

 

The Company accounts for income taxes in accordance with the Income Taxes Topic of the FASB ASC, which requires the use of the liability method of accounting for deferred income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their reported amounts at each period end. Deferred tax assets and liabilities are measured using tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The deferred income tax effects of a change in tax rates are recognized in the period of enactment. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The guidance also provides criteria for the recognition, measurement, presentation and disclosures of uncertain tax positions. A tax benefit from an uncertain tax position may be recognized if it is “more likely than not” that the position is sustainable based solely on its technical merits. Interests and penalties associated with unrecognized tax benefits are included within the (benefit from) provision for income tax in the consolidated statement of income (loss).

 

(s)        New Accounting Pronouncements

  

Recent accounting pronouncements adopted

 

There were no recent accounting pronouncements adopted during the nine months ended September 30, 2024.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. For public entities, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For the Company which is a smaller reporting company, ASU No. 2019-10 extends the effective dates for two years. The Company is currently evaluating the effect of this on the condensed consolidated financial statements and related disclosure.

 

(t)      Fair Value Measurement

 

 

The Company applies Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements.

 

ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.

 

ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

 

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 inputs to the valuation methodology include quoted prices for identical or similar assets and liabilities in active markets or in inactive markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

 

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

The carrying amounts of the Company’s financial instruments approximate their fair values because of their short-term nature. The Company’s financial instruments include cash, accounts receivable, amounts due to related parties, accounts payable and other current payables. There were no material unrecognized financial assets and liabilities as of September 30, 2024 and 2023.

 

8 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

 (Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 2 – ACCOUNTS RECEIVABLE, NET

 

Accounts receivable net consist of:

  

   September 30,
2024
  December 31,
2023
       
Accounts receivable  $1,212,209   $4,890,756 
Allowance for doubtful debt   (25,329)   (25,060)
Accounts receivable, net  $1,186,880   $4,865,696 

 

The overall accounts receivable balance as of September 30, 2024 decreased by $3,678,816, as compared to those of December 31, 2023. We have policies in place to ensure that sales are made to customers with an appropriate credit history. We perform ongoing credit evaluation on the financial condition of our customer.

 

NOTE 3 – INVENTORIES

 

Inventories consist of:

 

   September 30,
2024
  December 31,
2023
       
Raw materials  $29,833   $32,840 
Finished goods   660,458    804,046 
Less: impairment   (262,452)   (259,657)
Inventory, net  $427,839   $577,229 

 

As of September 30, 2024 and December 31, 2023, the reserve for inventory impairment was due to exchange rate change. 

 

NOTE 4 – PREPAID LAND LEASES

 

The Company has the rights to use certain parcels of land located in Shouguang, Shandong, PRC, through lease agreements signed with local townships or the government authority. The production facilities and warehouses of the Company are located on these parcels of land. The lease term ranges from ten to fifty years. Some of the lease contracts were paid in one lump sum upfront and some are paid annually at the beginning of each anniversary date. These leases have no purchase option at the end of the lease term and were classified as operating leases prior to and as of January 1, 2019 when the new lease standard was adopted. Prior to January 2019, the prepaid land lease was amortized on a straight line basis. As of January 1, 2019, all the leases in which term has commenced and were in use were classified as operating lease right-of-use assets (“ROU”). See Note 6.

 

In December 2017, the Company paid a one lump sum upfront amount of $ 9,075,213 for a 50-year lease of a parcel of land at Bohai Marine Fine Chemical Industrial Park (“Bohai”) for the new chemical factory under construction. There is no purchase option at the end of the lease term. This was classified as an operating lease prior to and as of January 1, 2019. The land use certificate was issued on October 25, 2019. The lease term expires on August 12, 2069. The amount paid was recorded as prepaid land leases, net of current portion in the consolidated balance sheet as of September 30 2024 and December 31, 2023. As of September 30, 2024, the prepaid land lease increased to $9,442,751 due to an additional amount paid for stamp duty and related land use rights fees. Amortization of this prepaid land lease will commence when the chemical factory is completed and placed in service.

 

9 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

 (Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment, net consist of the following:

 

   September 30,
2024
  December 31,
2023
At cost:          
Mineral rights  $2,752,312   $2,722,997 
Buildings   70,248,967    29,863,200 
Plant and machinery   147,561,812    185,738,906 
Furniture, fixtures and office equipment   1,472,228    1,456,547 
Motor vehicles   127,430    126,072 
Construction in process   10,418,458    10,307,491 
Total   232,581,207    230,215,213 
Less: Accumulated depreciation and amortization   (81,900,223)   (108,027,190)
     Impairment        
Net book value  $150,680,984   $122,188,023 

 

The Company has certain buildings and salt pans erected on parcels of land located in Shouguang, PRC, and such parcels of land are collectively owned by local townships or the government authority. The Company has not been able to obtain property ownership certificates over these buildings and salt pans. The aggregate carrying values of these properties situated on parcels of the land are $7,870,846 and $8,346,742 as at September 30, 2024 and December 31, 2023, respectively.

 

During the three-month period ended September 30, 2024, depreciation and amortization expense totaled $4,522,525 ,of which $1,211,694, $203,244 and $3,107,587 were recorded in direct labor and factory overheads incurred during plant shutdown, administrative expenses and cost of net revenue. During the nine-month period ended September 30, 2024,depreciation and amortization expense totaled $13,980,751 of which $5,601,791, $605,945 and $7,773,015 were recorded in direct labor and factory overheads incurred during plant shutdown, administrative expenses and cost of net revenue.

 

During the three-month period ended September 30, 2023, depreciation and amortization expense totaled $4,787,568 .of which $760,400, $166,042 and $3,861,126 were recorded in direct labor and factory overheads incurred during plant shutdown, administrative expenses and cost of net revenue. During the nine-month period ended September 30, 2023,depreciation and amortization expense totaled $15,381,658, of which $3,502,188, $765,921 and $11,113,549 were recorded in direct labor and factory overheads incurred during plant shutdown, administrative expenses and cost of net revenue.

 

NOTE 6 – FINANCE LEASE RIGHT-OF-USE ASSETS

 

Property, plant and equipment under finance leases, net consist of the following:

 

   September 30,
2024
  December 31,
2023
At cost:          
Buildings   $213,868   $211,590 
Total   213,868    211,590 
Less: Accumulated depreciation and amortization   (133,724)   (128,475)
Net book value  $80,144   $83,115 

 

The above buildings erected on parcels of land located in Shouguang, PRC, are collectively owned by local townships.  The Company has not been able to obtain property ownership certificates over these buildings as the Company could not obtain land use rights certificates on the underlying parcels of land.  

 

During the three and nine months period ended September 30, 2024, depreciation and amortization expense totaled $1,268 and $3,808, respectively, which was recorded in direct labor and factory overheads incurred during plant shutdown.

 

During the three and nine months period ended September 30, 2023, depreciation and amortization expense totaled $1,291 and $3,966, respectively, which was recorded in direct labor and factory overheads incurred during plant shutdown.

 

10 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

 (Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 7 – OPERATING LEASE RIGHT–OF USE ASSETS

 

The Company has the rights to use certain parcels of land located in Shouguang, PRC, through lease agreements signed with local townships or the government authority. For parcels of land that are collectively owned by local townships, the Company cannot obtain land use rights certificates. The parcels of land of which the Company cannot obtain land use rights certificates covers a total of approximately 34.95 square kilometers with an aggregate operating lease right-of-use assets amount of $7,642,937 as at September 30, 2024.

 

As of September 30, 2024, the total operating lease ROU assets was $6,385,605.

 

The total operating lease cost for the nine-month period ended September 30, 2024 and 2023 was $659,509 and $706,033.

 

NOTE 8 – PAYABLE AND ACCRUED EXPENSES

 

Accounts payable, other payable and accrued expenses consist of the following:

 

   September 30,  December 31,
   2024  2023
Accounts payable  $128,696   $206,984 
Salary payable   215,711    216,253 
Social security insurance contribution payable   174,253    172,398 
Other payable-related party       88,086 
Accrued expense for construction   5,447,458    5,389,437 
Accrued expense-others   9,809,027    2,760,778 
Total  $15,775,145   $8,833,936 

 

Accrued expense-others mainly include of the shares to be paid for the acquisition of salt plant $7,878,182 and others

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

On September 25, 2012, the Company purchased five floors of a commercial building in the PRC, through SYCI, from Shandong Shouguang Vegetable Seed Industry Group Co., Ltd. (the “Seller”) at a cost of approximately $5.7 million in cash, of which Mr. Ming Yang, the former chairman of the board of directors of the Company, had a 99% equity interest in the Seller. During the first quarter of 2018, the Company entered into an agreement with the Seller, a related party, to provide property management services for an annual amount of approximately $87,927 for five years from January 1, 2023 to December 31, 2027. The expense associated with this agreement for the three and nine months ended September 30, 2024 was approximately $22,258 and $66,125. The expense associated with this agreement for the three and nine months ended September 30, 2023 was approximately $21,748 and $66,028.

 

NOTE 9 – RELATED PARTY TRANSACTIONS – Continued

 

  a) Related parties

 

Name of related parties Position
Yang Ming Former Chairman Of the Board
Liu Xiaobin Chief Executive Officer and Chairman of the Board
Li Min Chief Financial Officer
Miao Naihui Chief Operating Officer,Director

 

b)

 

   September 30,  December 31,
   2024  2023
Amount due to related parties:          
Yang Ming  $420,969   $416,484 
Liu Xiaobin   887,214    887,214 
Li Min   645,291    641,480 
Miao Naihui   645,291    641,480 
Total  $2,598,765   $2,586,658 

 

Considering that the Company has not performed well in recent years, the Company and its executive officers mutually agreed and to returned all, or a portion of their cash compensation earned for their services with the Company, which may be considered for future compensation should the Company improve its results of operations.

 

NOTE 10 – TAXES PAYABLE

  

   September 30,  December 31,
   2024  2023
Land use tax payable  $19,817   $24,689 
Value added tax and other taxes payable   125,825    450,941 
Total  $145,642   $475,630 

 

NOTE 11 – LEASE LIABILITIES-FINANCE AND OPERATING LEASE

 

The components of finance lease liabilities were as follows:

 

    Imputed   September 30,   December 31,
    Interest rate   2024   2023
Total finance lease liability     6.7%     $ 1,305,562     $ 1,485,575  
Less: Current portion             (201,855 )     (172,625 )
Finance lease liability, net of current portion           $ 1,103,707     $ 1,312,950  

 

Interest expenses from capital lease obligations amounted to $21,191 and $23,791 for the three-month period ended September 30, 2024 and 2023, respectively, which were charged to the condensed consolidated statement of income (loss). Interest expenses from capital lease obligations amounted to $70,835 and $80,252 for the nine-month period ended September 30, 2024 and 2023, respectively, which were charged to the condensed consolidated statement of income (loss).

 

The components of operating lease liabilities as follows:

 

    Imputed   September 30,   December 31,
    Interest rate   2024   2023
Total Operating lease liabilities     4.89%     $ 7,535,062     $ 7,998,908  
Less: Current portion             (498,580 )     (473,653 )
Operating lease liabilities, net of current portion           $ 7,036,482     $ 7,525,255  

 

The weighted average remaining operating lease term at September 30, 2024 was 18 years and the weighted average discounts rate was 4.89%. Lease payments for the three-month period ended September 30, 2024 and 2023, respectively, were $66,387 and $64,866. Lease payments for the nine-month period ended September 30, 2024 and 2023, respectively, were $823,608 and $824,572.

 

Maturities of lease liabilities were as follows:

 

    Financial lease   Operating Lease  
Payable within:                  
the next 12 months   $ 267,867     $ 842,770    
the next 13 to 24 months     267,867       847,056    
the next 25 to 36 months     267,867       854,820    
the next 37 to 48 months     267,867       859,449    
the next 49 to 60 months     267,867       826,953    
thereafter     267,867       8,535,418    
Total     1,607,202       12,766,466    
Less: Amount representing interest     (301,640 )     (5,231,404  
Present value of net minimum lease payments   $ 1,305,562      $ 7,535,062    

 

11 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

 (Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 12 –– EQUITY

 

Restricted Shares

 

A restricted stock award (“RSA”) is an award of common shares that is subject to certain restrictions during a specified period. Restricted stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, straight-line over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is determined based on the closing price of the Company's common stock on the grant date.

 

Retained Earnings – Appropriated

 

In accordance with the relevant PRC regulations and the PRC subsidiaries’ Articles of Association, the Company’s PRC subsidiaries are required to allocate its profit after tax to the following reserve:

 

Statutory Common Reserve Funds

 

SCHC, SYCI, SHSI and DCHC are required each year to transfer at least 10% of the profit after tax as reported under the PRC statutory financial statements to the Statutory Common Reserve Funds until the balance reaches 50% of the registered share capital.  This reserve can be used to make up any loss incurred or to increase share capital.  Except for the reduction of losses incurred, any other application should not result in this reserve balance falling below 25% of the registered capital. As at September 30, 2024 GULF RESOURCES 'statutory provident fund stood at $26.67 million.

 

NOTE 13 – TREASURY STOCK

 

As of September 30, 2024 and December 31, 2023, the number of treasury stock of the Company was 285,830 and 285,830, respectively.

 

NOTE 14 – STOCK-BASED COMPENSATION

 

Pursuant to the Company’s 2019 Omnibus Equity Incentive Plan adopted and approved in 2019 (“2019 Plan”), awards under the 2019 Plan is limited in the aggregate to 2,068,398 shares of our common stock, inclusive of the awards that were previously issued and outstanding under the Company’s 2007 Equity Incentive Plan, as amended (the “2007 Plan”). Upon adoption and approval of the 2019 Plan, the 2007 Plan was frozen, no new awards will be granted under the 2007 Plan, and outstanding awards under the 2007 Plan will continue to be governed by the terms and condition of the 2007 Plan and applicable award agreement. As of September 30, 2024, the number of shares of the Company’s common stock available for grant of awards under the 2019 Plan was 561,801 shares.

 

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The risk free rate is based on the yield-to-maturity in continuous compounding of the US Government Bonds with the time-to-maturity similar to the expected tenor of the option granted, volatility is based on the annualized historical stock price volatility of the Company, and the expected life is based on the historical option exercise pattern.

 

For the three months ended September 30, 2024 and 2023, total compensation costs for options issued recorded in the consolidated statement of loss were $0. There were no related tax benefits as a full valuation allowance was recorded in the three months ended September 30, 2024 and 2023. 

 

 The following table summarizes all Company stock option transactions between January 1, 2024 and September 30, 2024.

 

    Number of Option
and Warrants
Outstanding and exercisable
  Weighted- Average Exercise price of Option
and Warrants
  Range of
Exercise Price per Common Share
Balance, January 1, 2024         $        
Granted during the period                  
Exercised during the period                  
Expired during the period         $     $  
Balance, September 30, 2024         $        

 

Stock Options and Warrants Outstanding and Exercisable
                      Weighted Average  
                      Remaining  
      Outstanding at September  30, 2024      

Range of

Exercise Prices

     

Contractual Life

 (Years)

 
Outstanding and exercisable                  

 

All options exercisable and outstanding at September 30, 2024 are fully vested. As of September 30, 2024 there was no unrecognized compensation cost related to outstanding stock options,

 

The aggregate intrinsic value of options outstanding and exercisable as of September 30, 2024 was $0.

 

During the three and nine months ended September 30, 2024 and 2023, there were no options exercised. 

 

12 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

 (Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 15 – OTHER EXPENSES

 

In September 2024, the Company retired some fixed assets including aqueducts and wells for a total amount approximately $29,169,008. This decision was made due to the following reasons: (1) the aqueducts exhibits serious water seepage, posed potential damage, and could lead to environmental pollution; (2) the wells were found to have reduced water flow, low brine content and high energy consumption.

 

NOTE 16 – INCOME TAXES

 

The Company utilizes the asset and liability method of accounting for income taxes in accordance with FASB ASC 740-10.

 

(a)          United States (“US”)

 

Gulf Resources, Inc. may be subject to the United States of America Tax laws at a tax rate of 21%. No provision for the US federal income taxes has been made as the Company had no US taxable income for the three-month and nine-month periods ended September 30, 2024 and 2023, and management believes that its earnings are permanently invested in the PRC.

 

(b)           British Virgin Islands (“BVI”)

 

Upper Class Group Limited, a subsidiary of Gulf Resources, Inc., was incorporated in the BVI and, under the current laws of the BVI, it is not subject to tax on income or capital gain in the BVI. Upper Class Group Limited did not generate assessable profit for the three-month and nine-month periods ended September 30, 2024 and 2023.

 

(c)           Hong Kong

 

HKJI, a subsidiary of Upper Class Group Limited, was incorporated in Hong Kong and is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong Kong.  No provision for income tax has been made as it has no taxable income for the three-month and nine-month periods ended September 30, 2024 and 2023.  The applicable statutory tax rates for the three-month and nine-month periods ended September 30, 2024 and 2023 are 16.5%. There is no dividend withholding tax in Hong Kong.

 

(d)           PRC

 

Enterprise income tax (“EIT”) for SCHC, SYCI, SHSI and DCHC in the PRC is charged at 25% of the assessable profits.

 

The operating subsidiaries SCHC is a wholly foreign-owned enterprises (“FIE”), SYCI, DCHC, and SHSI are incorporated in the PRC and are subject to PRC Local Income Tax Law. The PRC tax losses may be carried forward to be utilized against future taxable profit for ten years for High-tech enterprises and small and medium-sized enterprises of science and technology and for five years for other companies. Tax losses of the operating subsidiaries of the Company may be carried forward for five years.

 

On February 22, 2008, the Ministry of Finance (“MOF”) and the State Administration of Taxation (“SAT”) jointly issued Cai Shui [2008] Circular 1 (“Circular 1”). According to Article 4 of Circular 1, distributions of accumulated profits earned by a FIE prior to January 1, 2008 to foreign investor(s) in 2008 will be exempted from withholding tax (“WHT”) while distribution of the profit earned by an FIE after January 1, 2008 to its foreign investor(s) shall be subject to WHT at 5% effective tax rate.

 

As of September 30, 2024 and December 31, 2023, the accumulated distributable earnings under the Generally Accepted Accounting Principles (GAAP”) of PRC that are subject to WHT are $46,286,602 and $87,160,228, respectively. Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future. Accordingly, as of September 30, 2024 and December 31, 2023, the Company has not recorded any WHT on the cumulative amount of distributable retained earnings of its foreign invested enterprises that are subject to WHT in China. As of September 30, 2024 and December 31, 2023, the unrecognized WHT are $1,342,345 and $3,396,379, respectively.

 

The Company’s income tax returns are subject to the various tax authorities’ examination. The federal, state and local authorities of the United States may examine the Company’s income tax returns filed in the United States for three years from the date of filing. The Company’s US income tax returns since 2016 are currently subject to examination.

 

Inland Revenue Department of Hong Kong (“IRD”) may examine the Company’s income tax returns filed in Hong Kong for seven years from date of filing. For the years 2012 through 2019, HKJI did not report any taxable income. It did not file any income tax returns during these years except for 2014 and 2018. For companies which do not have taxable income, IRD typically issues notification to companies requiring them to file income tax returns once in every four years. The tax returns for 2014 and 2018 have been examined, and there is no Hong Kong Profits Tax was charged.

 

The components of the income tax benefit from continuing operations are:

                                 
   Three-Month Period Ended September 30,  Nine-Month Period Ended September 30,
   2024  2023  2024  2023
Current taxes – PRC  $   $   $(33,224)  $ 
Deferred tax – PRC entities   1,103,697    483,524    3,615,091    876,779 
Total Income tax (expenses) benefits  $1,103,697   $483,524   $3,581,867   $876,779 

        

Significant components of the Company’s deferred tax assets and liabilities at September 30, 2024 and December 31, 2023 are as follows:

 

   September 30,  December 31,
   2024  2023
Deferred tax liabilities  $   $ 
           
Deferred tax assets:          
Exploration costs   1,776,740    1,757,816 
PRC tax losses   15,718,721    11,941,045 
US federal net operating loss   1,765,251    1,694,013 
Total deferred tax assets   19,260,712    15,392,874 
Valuation allowance   (13,605,086)   (13,533,849)
Net deferred tax asset  $5,655,626   $1,859,025 

 

The decrease in valuation allowance for the three-month period ended September 30, 2024 is $14,209.

 

The decrease in valuation allowance for the three-month period ended September 30, 2023 is $12,974.

 

The decrease in valuation allowance for the nine-month period ended September 30, 2024 is $71,237.

 

The decrease in valuation allowance for the nine-month period ended September 30, 2023 is $233,212.

 

There were no unrecognized tax benefits and accrual for uncertain tax positions as of September 30, 2024 and December 31, 20232 and no amounts accrued for penalties and interest for the three and nine months ended September 30, 2024 and 2023.

 

13 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

 (Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 17 – BUSINESS SEGMENTS

 

An operating segment’s performance is primarily evaluated based on segment operating income, which excludes share-based compensation expense, certain corporate costs and other income not associated with the operations of the segment. These corporate costs (income) are separately stated below and also include costs that are related to functional areas such as accounting, treasury, information technology, legal, human resources, and internal audit. The Company believes that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of its segments. All the customers are located in PRC.

 

Three-Month

Period Ended

September 30, 2024

  Bromine* 

Crude

 Salt*

 

Chemical

 Products

  Natural Gas 

Segment

 Total

  Corporate   Total
Net revenue
(external customers)
  $1,571,313   $654,039   $   $17,013   $2,242,365   $   $2,242,365 
Net revenue
(intersegment)
                            
Income(loss) from operations before income tax benefit   (4,029,999)   (102,657)   (339,038)   (39,072)   (4,510,766)   (70,843)   (4,581,609)
Income tax benefit (expense)   1,001,067    18,020    84,610        1,103,697        1,103,697 
Income (loss) from operations after
income tax benefit (expense)
   (3,028,932)   (84,637)   (254,428)   (39,072)   (3,407,069)   (70,843)   (3,477,912)
Total assets   89,030,860    48,060,437    54,871,374    1,812,636    193,775,307    109,987    193,885,294 
Depreciation and amortization   3,818,547    649,997    68,221    33,478    4,570,243        4,570,243 
Capital expenditures                            

 

Three-Month

Period Ended

September 30, 2023

  Bromine* 

Crude

 Salt*

 

Chemical

 Products

  Natural Gas 

Segment

 Total

  Corporate  Total
Net revenue
(external customers)
  $4,908,152   $889,556   $   $67,907   $5,865,615   $   $5,865,615 
Net revenue
(intersegment)
                            
Income(loss) from operations before income tax benefit   (2,143,203)   500,469    (397,410)   4,156    (2,035,988)   (257,300)   (2,293,288)
Income tax benefit (expense)   516,927    (125,731)   92,328        483,524        483,524 
Income (loss) from operations after
income tax benefit (expense)
   (1,626,276)   374,738    (305,082)   4,156    (1,552,464)   (257,300)   (1,809,764)
Total assets   159,846,002    11,983,765    105,533,526    1,244,427    278,607,720    285,157    278,892,877 
Depreciation and amortization   4,507,616    180,121    67,692    33,430    4,788,859        4,788,859 
Capital expenditures   15,149,296                15,149,296        15,149,296 

  

* Certain common production overheads, operating and administrative expenses and asset items (mainly cash and certain office equipment) of bromine and crude salt segments in SCHC were split by reference to the average selling price and production volume of the respective segment until April 2022. Commencing May 2022, costs were assigned to the two subsidiaries (SCHC and SHSI) by independent accounting.

 

14 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

 (Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 17 – BUSINESS SEGMENTS – Continued

 

Nine-Month

Period Ended

September 30, 2024

  Bromine* 

Crude

 Salt*

 

Chemical

 Products

  Natural Gas 

Segment

 Total

  Corporate  Total
Net revenue
(external customers)
  $4,576,744   $1,294,645   $   $61,207   $5,932,596   $   $5,932,596 
Net revenue
(intersegment)
                            
Income(loss) from operations before income tax benefit   (13,475,400)   (47,725)   (993,116)   (140,554)   (14,656,795)   (341,230)   (14,998,025)
Income tax benefit (expense)   3,361,390    (15,204)   235,681        3,581,867        3,581,867 
Income (loss) from operations after
income tax benefit (expense)
   (10,114,010)   (62,929)   (757,435)   (140,554)   (11,074,928)   (341,230)   (11,416,158)
Total assets   89,030,860    48,060,437    54,871,374    1,812,636    193,775,307    109,987    193,885,294 
Depreciation and amortization   12,718,202    1,013,663    204,892    100,797    14,037,554        14,037,554 
Capital expenditures   28,923,642    31,602,571            60,526,213        60,526,213 

 

Nine-Month

Period Ended

September 30, 2023

  Bromine* 

Crude

 Salt*

 

Chemical

 Products

  Natural Gas 

Segment

 Total

  Corporate  Total
Net revenue
(external customers)
  $20,734,871   $2,287,672   $   $150,861   $23,173,404   $   $23,173,404 
Net revenue
(intersegment)
                            
Income(loss) from operations before income tax benefit   (3,340,404)   904,482    (1,231,302)   14,011    (3,653,213)   (358,731)   (4,011,944)
Income tax benefit (expense)   800,170    (228,002)   304,611        876,779        876,779 
Income (loss) from operations after
income tax benefit (expense)
   (2,540,234)   676,480    (926,691)   14,011    (2,776,434)   (358,731)   (3,135,165)
Total assets   159,846,002    11,983,765    105,533,526    1,244,427    278,607,720    285,157    278,892,877 
Depreciation and amortization   14,521,943    553,141    207,878    102,662    15,385,624        15,385,624 
Capital expenditures   15,197,648                15,197,648        15,197,648 

  

* Certain common production overheads, operating and administrative expenses and asset items (mainly cash and certain office equipment) of bromine and crude salt segments in SCHC were split by reference to the average selling price and production volume of each respective segment through April 2022. Commencing May 2022, costs were assigned to the two subsidiaries (SCHC and SHSI) by independent accounting.

 

15 

 

 

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

 (Expressed in U.S. dollars)

(UNAUDITED)

 

NOTE 17 – BUSINESS SEGMENTS – Continued

 

                                 
   Three-Month Period Ended September 30,  Nine-Month Period Ended September 30,
Reconciliations  2024  2023  2024  2023
Total segment operating Income (loss)  $(4,510,766)  $(2,035,988)  $(14,656,795)  $(3,653,213)
Corporate costs   (70,843)   (65,148)   (341,230)   (193,287)
Unrealized gain on translation of intercompany balance       (192,152)       (165,444)
Income (loss) from operations   (4,581,609)   (2,293,288)   (14,998,025)   (4,011,944)
Other income, net of expense   (14,971)   33,967    6,236    119,805 
Other Expenses           (29,173,011)    
Income (loss) before taxes  $(4,596,580)  $(2,259,321)  $(44,164,800)  $(3,892,139)

 

The following table shows the major customer(s) (10% or more) for the three-month period ended September 30, 2024.

 

Number  Customer 

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

 1   Shandong Morui Chemical Company Limited  $188   $243   $   $431    19.2%
 2   Shandong Brother Technology Limited  $190   $233   $   $423    18.9%
 3   Shouguang Weidong Chemical Company Limited  $189   $178   $   $367    16.4%

 

The following table shows the major customer(s) (10% or more) for the nine-month period ended September 30, 2024.

 

Number  Customer 

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

 1   Shandong Morui Chemical Company Limited  $543   $462   $   $1,005    16.9%
 2   Shandong Brother Technology Limited  $515   $447   $   $962    16.2%
 3   Shouguang Weidong Chemical Company Limited  $516   $386   $   $902    15.2%

 

The following table shows the major customer(s) (10% or more) for the three-month period ended September 30, 2023.

 

Number  Customer 

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

 1   Shandong Brother Technology Limited  $766   $309   $   $1,075    18.5%
 2   Shandong Morui Chemical Company Limited  $769   $298   $   $1,067    18.4%
 3   Shouguang Weidong Chemical Company Limited  $772   $282   $   $1,054    18.2%

 

The following table shows the major customer(s) (10% or more) for the nine-month period ended September 30, 2023.

 

Number  Customer 

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

 1   Shandong Morui Chemical Company Limited  $3,166   $842   $   $4,008    17.4%
 2   Shandong Brother Technology Limited  $3,077   $768   $   $3,845    16.7%
 3   Shouguang Weidong Chemical Company Limited  $3,087   $677   $   $3,764    16.4%
 4   Shandong Shouguangshen Runfa Marine Chemical Company Limited  $2,532   $   $   $2,532    11%

 

 

NOTE 18 – CUSTOMER CONCENTRATION

 

During the nine-month period ended September 30, 2024, the Company sold 62.9% of its products to its top five customers. As of September 30, 2024, amounts due from these customers were $948,003.

 

During the nine-month period ended September 30, 2023, the Company sold 68.4% of its products to its top five customers. As of September 30, 2023, amounts due from these customers were $1,485,777.

 

NOTE 19 – MAJOR SUPPLIERS

 

During the nine-month period ended September 30, 2024 the Company purchased 100% of its raw materials from its top four suppliers.  As of September 30, 2024, amounts due to those suppliers were $127,698.

 

During the nine-month period ended September 30, 2023 the Company purchased 100% of its raw materials from its top five suppliers.  As of September 30, 2023, amounts due to those suppliers were $229,260. 

 

NOTE 20 – LOSS CONTINGENCIES

 

On or about August 3, 2018, written decisions of administration penalty captioned Shou Guo Tu Zi Fa Gao Zi [2018] No. 291, Shou Guo Tu Zi Fa Gao Zi [2018] No. 292, Shou Guo Tu Zi Fa Gao Zi [2018] No. 293, Shou Guo Tu Zi Fa Gao Zi [2018] No. 294, Shou Guo Tu Zi Fa Gao Zi [2018] No. 295 and Shou Guo Tu Zi Fa Gao Zi [2018] No. 296 (together, the “Written Decisions”) were served on Shouguang City Haoyuan Chemical Company Limited (“SCHC”) by Shouguang City Natural Resources and Planning Bureau (the “Bureau”), naming SCHC as respondent respectively thereof. The Decisions challenged the land use of Factory nos. 2, 9, 7, 4, 8 and 10, respectively, and alleged, among other things, that SCHC had illegally occupied and used the land in the total area of approximately 52,674 square meter, on which Factory nos. 2, 9, 7, 4, 8 and 10 were built, respectively. The Written Decisions ordered SCHC, among other things, to return the land subject to the Written Decisions to its respective legal owner, restore the land to its original state, and demolish or confiscate all the buildings and facilities thereon and pay monetary penalty of approximately RMB 1.3 million ($184,000) in the aggregate. Each of the Written Decisions shall be executed within 15 days upon serving on SCHC. Additional interest penalty shall be imposed at a daily rate of 3% in the event that SCHC does not make the monetary penalty payment in a timely manner. Subsequently, the Bureau filed enforcement actions to the People’s Court of Shouguang City, Shandong Province (the “Court”), naming SCHC as enforcement respondent and alleged, among other things, that SCHC failed to perform its obligations under each of the Written Decisions within the specified timeframe. The enforcement proceedings sought court orders to enforce the Written Decisions. On May 5, 2019, written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 384, (2019) Lu 0783 Xing Shen No. 385, (2019) Lu 0783 Xing Shen No. 389, (2019) Lu 0783 Xing Shen No. 390, (2019) Lu 0783 Xing Shen No. 393, and (2019) Lu 0783 Xing Shen No. 394, respectively (together, the “Court Rulings”) were made by the Court in favor of the Bureau. The Court orders, among other relief, to enforce each of the Written Decisions, to return each subject land to its legal owners and demolish or confiscate the buildings and facilities thereon and restore the land to its original state within 10 days from the service of the Court Rulings on SCHC. The Court Rulings became enforceable immediately upon service on SCHC on May 5, 2019.

 

In the last twenty years, to the Company’s knowledge, there were no government regulations requiring bromine manufacturers to obtain land use and planning approval document. As such, the Company believes most of the bromine manufacturers in Shouguang City do not have land use and planning approval documents and lease their land parcels from the village associations. They are facing the same issues in connection with land use and planning as the Company. To the Company’s knowledge, the local government has submitted its plan to solve the issues to higher authority and are waiting for approval from the higher authority.

 

The Company is in the process of resolving the issues in connection with SCHC’s land use and planning diligently. The Company has been in discussions closely with the local government authorities with the help from Shouguang City Bromine Association to seek reliefs and, based on verbal confirmation by local government authorities, believes the administrative penalties imposed by the Bureau according to the Written Decisions are being re-assessed by local government authorities and may be revoked. Pursuant to a Written Application dated October 28, 2019 addressed to the Court by the Bureau, the Bureau withdrew its application for the enforcement proceedings regarding the administrative penalty imposed on Factory No. 7, Factory No. 8 and Factory No. 10. Pursuant to a written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 389 Zhi Yi, dated November 25, 2020, the Court orders to terminate the enforcement of the case captioned (2019) Lu 0783 Xing Shen No. 389. Production of Factory No. 7 was allowed to resume in April 2019. The Company received a notification from the Shouguang City Government in February 2019 informing the Company that Factory No. 1, No. 4, No. 7 and No. 9 have passed inspection and were approved to resume operation

 

In addition, on August 28, 2019, the People’s Government of Shandong Province, issued a regulation titled “Investment Project Management Requirements of Chemical Companies in Shandong Province” permitting the construction of facilities on existing sites or infrastructure of bromine manufacturing and other chemical industry-related types of projects (clause 11 of section 3). The Company believes that the goal of the government is to standardize and regulate the industry and not to demolish the facilities or penalize the manufacturers. As of the date of this report, the Company has not been notified by the local government that it will take any measure to enforce the administrative penalties. Based on information known to date, the Company believes that it is remote that the Written Decisions or Court Rulings will be enforced within the expected timeframe and a material penalty or costs and expenses against the Company will result. However, there can be no assurance that there will not be any further enforcement action, the occurrence of which may result in further liabilities, penalties and operational disruption.

 

In view of the above facts and circumstances, the Company believes that it is not necessary to accrue for any estimated losses or impairment as of September 30, 2024.

 

NOTE 21 - SUBSEQUENT EVENT

 

Not Applicable

 

16 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Cautionary Note Regarding Forward-Looking Statements

 

The discussion below contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act.  We have used words such as “believes,” “intends,” “anticipates,” “expects” and similar expressions to identify forward-looking statements. These statements are based on information currently available to us and are subject to a number of risks and uncertainties that may cause our actual results of operations, financial condition, cash flows, performance, business prospects and opportunities and the timing of certain events to differ materially from those expressed in, or implied by, these statements.  Except as expressly required by the federal securities laws, we undertake no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances, or for any other reason. 

 

Overview

 

We are a Nevada holding company which conducts operations through our wholly-owned China-based subsidiaries. Our business is conducted and reported in four segments, namely, bromine, crude salt, chemical products and natural gas.

 

Through our wholly-owned subsidiary, SCHC, we produce and trade bromine and crude salt.  We are one of the largest producers of bromine in China, as measured by production output. Elemental bromine is used to manufacture a wide variety of bromine compounds used in industry and agriculture. Bromine also is used to form intermediary chemical compounds such as Tetramethylbenzidine.  Bromine is commonly used in brominated flame retardants, fumigants, water purification compounds, dyes, medicines and disinfectants.  Crude salt is the principal material in alkali production as well as chlorine alkali production and is widely used in the chemical, food and beverage, and other industries.

 

Through our wholly-owned subsidiary, SYCI, we manufacture and sell chemical products used in oil and gas field exploration, oil and gas distribution, oil field drilling, papermaking chemical agents, inorganic chemicals and materials that are used for human and animal antibiotics.

 

Our wholly-owned subsidiary, DCHC, was established to explore and develop natural gas and brine resources (including bromine and crude salt) in Sichuan Province, China.

 

As disclosed in the Company’s Current Report on Form 8-K filed on September 8, 2017, the Company received, on September 1, 2017, letters from the Yangkou County, Shouguang City government addressed to each of its subsidiaries, SCHC and SYCI, which stated that in an effort to improve the safety and environmental protection management level of chemical enterprises, the plants are requested to immediately stop production and perform rectification and improvements in accordance with the country’s new safety and environmental protection requirements. In the Company’s press release of August 11, 2017 and on its conference call of August 14, 2017, the Company addressed concerns that increased government enforcement of stringent environmental rules that were adopted in early 2017 to insure corporations bring their facilities up to necessary standards so that pollution and other negative environmental issues are limited and remediated, could have an impact on our business in both the short and long-term. The Company also expressed that although it believed its facilities were fully compliant at the time, the Company did not know how its facilities would fare under the new rules. Teams of inspectors from the government were sent to many provinces to inspect all mining and manufacturing facilities. The local government requested that facilities be closed, so that the facilities could undergo the inspection and analysis in the most efficient manner by inspectors’ team. As a result, our facilities were closed on September 1, 2017.

 

The Company believes that this is another step by the government to improve the environment. It further believes the goal of the government is not to close all plants, but rather to codify the regulations related to project approval, land use, planning approval and environmental protection assessment approval so that illegal plants are not able to open in the future and so that plants close to population centers do not cause serious environmental damage. In addition, the Company believes that the Shandong provincial government wants to assure that each of its regional and county governments has applied the Notice in a consistent manner.

 

The Shouguang City Bromine Association, on behalf of all the bromine plants in Shouguang, started discussions with the local government agencies. The local governmental agencies confirmed the facts that their initial requirements for the bromine industry did not include the project approval, the planning approval and the land use rights approval and that those three additional approvals were new requirements of the provincial government. The Company understood from the local government that it has been coordinating with several government agencies to solve these three outstanding approval issues in a timely manner and that all the affected bromine plants willnot be allowed to commence production prior to obtaining those approvals.

 

In February 2019, the Company received a notification from the local government of Yangkou County that its Factory No. 1, No. 4, No. 7 and No. 9 had passed inspection and could resume operations. In April 2019, Factory No. 1 and No. 7 resumed operations.

 

On February 28, 2020, the Company announced that it received an approval from the government to resume bromine production after winter temporary closure. Subsequently, it received another approval from the Shouguang Yangkou People’s Government dated on March 5, 2020 to resume production at its bromine factories No. 1, No. 4, No. 7 and No. 9 in order to meet the needs of bromide products for epidemic prevention and control. With these two approvals, the Company was allowed to resume production at all four bromine factories.

 

17 

 

 

The Company received an oral notification from the government for its Factory No. 8, which permitted Factory No.8 to resume production in August 2022. Factory No.8 started to contribute revenue in the fourth quarter 2022.

 

Pursuant to the notification from the government of Shouguang City, all bromine facilities in Shouguang City were temporarily closed from December 10, 2022 until February 1, 2023. To comply with such notification, the Company had temporarily stopped production at its bromine facilities during the aforesaid period and reopened the operating bromine and crude salt factories in February, 2023.

 

The Company is still waiting for governmental approval for factories No. 2 and No. 10. To its knowledge, the government is currently completing its planning process for all mining areas including that for prevention of flood. As a result, the Company may be required to make some modifications to our current wells and aqueducts prior to commencement of operations of these factories in order to satisfy the local government's requirements. 

 

On November 24, 2017, Gulf Resources received a letter from the People’s Government of Yangkou County, Shouguang City notifying the Company that due to the new standards and regulations relating to safety production and environmental pollution, from certain local governmental departments, such as the municipal environmental protection department, the security supervision department and the fire department, its chemical enterprises would have to be relocated to a new industrial park called Bohai Marine Fine Chemical Industry Park.  Although our chemical companies were in compliance with regulations, they were also close to a residential area. As a result, the government determined we should relocate to the Bohai park. Chemical companies that are not being asked to move into the park are being permanently closed.  Since our factories closed, the Company has secured from the government the land use rights for its chemical plant. On January 6, 2020, the Company received the environmental protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory. The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020. The construction was expected to take approximately one year and an additional six months to complete the equipment installation and testing, however due to the COVID epidemic and electrical restrictions, the opening of the chemical factory has been delayed. The  Company has received the refrigeration and air compressor units. On July 26, 2023, the Company announced that the delivery of the remaining equipment for its Yuxin chemical factory has been temporarily delayed and the Company will re-evaluate its chemical products strategy.

 

In January 2017, the Company completed the first brine water and natural gas well field construction in Daying located in Sichuan Province and commenced trial production in January 2019. On May 29, 2019, the Company received a verbal notice from the government of Tianbao Town ,Daying County, Sichuan Province, whereby the Company is required to obtain project approval for its well located in Daying, including the whole natural gas and brine water project, and approvals for safety production inspection, environmental protection assessment, and to solve the related land issue. Until these approvals have been received, the Company has to temporarily halt trial production at its natural gas well in Daying. In compliance with the Chinese government new policies, the Company is also required to obtain an exploration license and a mining license for bromine and natural gas, respectively. Pursuant to the Opinions of the Ministry of Natural Resources on Several Issues in Promoting the Reform of Mineral Resources Management (Trial) promulgated by the Ministry of Natural Resources of PRC on January 9, 2020, which came into effect on May 1, 2020, privately owned enterprises are allowed to participate in the natural gas production. The Company plans to proceed with its applications for the natural gas and brine project approvals with related government departments until after the governmental planning has been finalized the land and resource planning for Sichuan Province.

 

In April 2022, Shouguang Hengde Salt Industry Co. Ltd“SHSI”, our subsidiary, was incorporated in Shandong Province, China, for crude salt production and trading.

 

On January 28, 2020 we completed a 1-for-5 reverse stock split of our common stock, such that for each five shares outstanding prior to the stock split there was one share outstanding after the reverse stock split.  All shares of common stock referenced in this report have been adjusted to reflect the stock split figures.

 

Recent Developments

 

Acquisition Agreements

 

On June 26, 2024, a wholly owned subsidiary of the Company, Shouguang Hengde Salt Industry Co. Ltd ( “SHSI”), entered into a Crude Salt Field Acquisition Agreement (the “Acquisition Agreement”) with Shouguang Qingshuibo Farm Co., LTD. (“Seller A”), pursuant to which Seller A agrees to transfer to SHSI, and SHSI agrees to purchase, 2,380,000 square meters of crude salt field (including the land lease fee) for RMB54.40 per square meter, with the total transfer price of RMB129,472,000. The term of transfer is from June 29, 2024 to June 28, 2044. 80% of the transfer price shall be paid upon the execution of Acquisition Agreement, and the remaining 20% shall be paid in shares of common stock of the Company within three months from the date of Acquisition Agreement after SHSI has inspected the and accepted the crude salt field in writing.

 

On June 27, 2024, SHSI entered into four Crude Salt Field Acquisition Agreements (the “Agreements”) with Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative, Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative, Shouguang City Yangkou town Zhengjia Zhuangzi village stock economic cooperative, and Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative (together, “Sellers”), pursuant to which Sellers agree to transfer to SHSI, and SHSI agrees to purchase from Sellers, 750,000, 804,000, 385,000, and 822,000 square meters of crude salt field (including the land lease fee) for RMB54.10, RMB54.90, RMB54.00, and RMB55.70 per square meter, respectively, with the total transfer price of RMB40,575,000, RMB44,139,600, RMB20,790,000, and RMB45,785,400, respectively. The term of transfers is from June 29, 2024 to June 28, 2044. 80% of the transfer price shall be paid upon the execution of Agreements, and the remaining 20% shall be paid in shares of common stock of the Company within three months from the date of Agreements after SHSI has inspected the and accepted the crude salt fields in writing.

 

18 

 

 

Nasdaq Compliance

 

The Company received a notice (the “Initial Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on April 18, 2024 notifying the Company that due to the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”), with the SEC, the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires the timely filing of all required periodic reports with the SEC, and the Company subsequently received a notice (the “May Notice”) from Nasdaq on May 21, 2024 due to the Company’s non-compliance with the Rule as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Form 10-Q”, together with the Form 10-K, the “Delinquent Reports”). The May Notice states that the Company has until June 17, 2024 to submit to Nasdaq a plan to regain compliance with the Rule.

 

On June 26, 2024, the Company received a letter from Nasdaq indicating that, based on its further review and the plan of compliance submitted by the Company on June 14, 2024, Nasdaq has determined to grant an exception to enable the Company to regain compliance with the Rule. The terms of the exception were as follows: on or before October 14, 2024, the Company must file the Delinquent Reports, as required by the Rule. In the event the Company does not satisfy the terms, Nasdaq will provide written notification that its securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a hearings panel.

 

Subsequently, on August 20, 2024, the Company received a notice (the “August Notice”) from Nasdaq indicating that, because the Company is delinquent in filing its quarterly report on Form 10-Q for the period ended June 30, 2024, the Company was not in compliance with the Rule. The Notice also indicates that as a result of this additional delinquency, the Company must submit an update to its original plan to regain compliance with respect to the filing requirements. The Company has until September 4, 2024 to submit such update to Nasdaq. On October 15, 2024, the Company received written notice from the Staff that, as a result of the Company filing the Delinquent Filings with the SEC, the Staff has determined that the Company complies with the Rule and considers the matter to be closed.

 

 On November 5, 2024, the Company received a notice in the form of a letter (“Price Deficiency Letter”) from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1) because the bid price for the Company’s common stock had closed below $1.00 per share for the previous 34 consecutive business days (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until May 5, 2025, to regain compliance with the Minimum Bid Price Requirement. If at any time before May 5, 2025, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance. In the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify for the additional compliance period, the Company will be required to (i) submit, no later than the expiration date, an on-line Transfer Application, (ii) submit a non-refundable $5,000 application fee, (iii) meet the continued listing requirement for the market value of its publicly held shares and all other continued listing standards for The Nasdaq Stock Market, with the exception of the bid price requirement, and (iv) will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. As part of its review process, the Staff will make a determination of whether they believe the Company will be able to cure this deficiency. Should the Staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a transfer application or make the required representation, the Staff will provide notice that the Company’s securities will be subject to delisting.

 

The Nasdaq Price Deficiency Letter has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on The Nasdaq Global Select Market, subject to the Company’s compliance with the other continued listing requirements of The Nasdaq Stock Market.

 

19 

 

 

Our current corporate structure chart is set forth in the following diagram:

 

 

As a result of our acquisitions of SCHC and SYCI, our historical financial statements and the information presented below reflects the accounts of SCHC, SYCI, SHSI and DCHC. The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing elsewhere in this report.

 

20 

 

 

RESULTS OF OPERATIONS

 

The following table presents certain information derived from the condensed consolidated statements of operations, cash flows and stockholders equity for the three-month and nine-month periods ended September 30, 2024 and 2023. 

 

Comparison of the Three-Month Period Ended September 30, 2024 and 2023

 

 

Three-Month Period

Ended September 30, 2024

 

Three-Month Period

Ended September 30, 2023

 

Percent Change

Increase/

(Decrease)

Net revenue $ 2,242,365     $ 5,865,615       (62%)    
Cost of net revenue   (4,071,616 )     (6,373,902 )     (36%)    
Gross profit   (1,829,251)       (508,287)       260%    
Sales and marketing expenses   (13,484)       (14,428)       (7%)    
Direct labor and factory overheads incurred during plant shutdown   (1,736,345)       (1,007,689)       72%    
General and administrative expenses   (1,002,529)       (762,884)       31%    
Income(Loss) from operations   (4,581,609)       (2,293,288)       100%    
Other income   (14,971)       33,967       (144% )  
Income(Loss) before taxes   (4,596,580)       (2,259,321)       103%    
Income tax benefit   1,103,697       483,524       128%    
Net income(loss) $ (3,492,883)     $ (1,775,797)       97%    

 

Net revenue.  The table below shows the changes in net revenue in the respective segment of the Company for the three-month period ended September 30, 2024 as compared to the same period in 2023:

 

 

   Net Revenue by Segment   
   Three-Month Period Ended  Three-Month Period Ended  Percent Change
Increase
   September 30, 2024  September 30, 2023  of Net Revenue
Segment     % of total     % of total   
Bromine  $1,571,313    70%  $4,908,152    84%   (68%)
Crude Salt   654,039    29%   889,556    15%   (26%)
Chemical Products                     
Natural Gas                    
Total   2,225,352    99%   5,797,708    99%   (62%)
Equipment Lease   17,013    1%   67,907    1%   (75%)
Total sales  $2,242,365    100%  $5,865,615    100%   (62%)

 

 

Bromine and crude salt segments  Three-Month Period Ended  Percentage Change
product sold in tonnes  September 30, 2024  September 30, 2023  Increase (Decrease)
Bromine   656    1,516    (57%)
Crude Salt   24,249    30,334    (20%)

 

Bromine segment

 

For the three-month periods ended September 30, 2024 and 2023, the net revenue for the bromine segment was $1,571,313 and $4,908,152, respectively. The decrease of the net revenue of bromine was due to the 57% decrease in tonnes sold and the 26% decrease in average selling price of bromine in the third quarter of 2024. The average selling price of bromine in the third quarter of 2024 was $2,396 compared to the average selling price of bromine in the third quarter of 2023 of $3,237 (calculated by dividing revenue by tonnes).

 

Crude salt segment

 

For the three-month periods ended September 30, 2024 and 2023, the net revenue for the crude salt was $654,039 and $889,556, respectively. The decrease of net revenue of crude salt was mainly due to the 20% decrease in tonnes sold and the 8% decrease in average selling price of crude salt for the three-month period ended September 30, 2024.

 

Chemical products segment

 

For the three-month periods ended September 30, 2024 and 2023, the net revenue for the chemical products segment was $0 due to the closure of our chemical factories since September 1, 2017.

 

Natural gas segment

 

For the three-month period ended September 30, 2024 and 2023, the net revenue was $0.

 

For the three-month period ended September 30, 2024 and 2023, the net revenue for the equipment lease was $17,013 and $67,907.

 

Cost of Net Revenue

 

   Cost of Net Revenue by Segment  Percent Change
   Three-Month Period Ended  Three-Month Period Ended  of Cost of
   September 30, 2024  September 30, 2023  Net Revenue
Segment     % of total     % of total   
Bromine  $3,794,088    93.18%  $5,995,496    94.06%   (37%)
Crude Salt   277,451    6.81%   378,100    5.93%   (27%)
Chemical Products                    
Natural Gas   77    0.01%   306    0.01%   (75%)
Total  $4,071,616    100%  $6,373,902    100%   (36%)

 

Cost of net revenue reflects mainly the raw materials consumed, the direct salaries and benefits of staff engaged in the production process, electricity, depreciation and amortization of manufacturing plant and machinery and other manufacturing costs. 

 

Bromine production capacity and utilization of our factories

 

The table below represents the annual capacity and utilization ratios for all of our bromine producing properties:

 

    Annual Production Capacity (in tonnes)  

Utilization

Ratio (i)

Three-month period ended September 30, 2023     31,506       19%  
Three-month period ended September 30, 2024     31,506       8%  
Variance of the three-month period ended September 30, 2024 and 2023           (11% )

 

(i) Utilization ratio is calculated based on the annualized actual production volume in tonnes for the periods divided by the annual production capacity in tonnes of all the seven factories including those that have not commenced operations.

 

Bromine segment

 

For the three-month period ended September 30, 2024, the bromine segment had a net cost of revenue of $3,794,088.

 

For the three-month period ended September 30, 2023 the cost of net revenue for the bromine segment was $5,995,496.

 

Crude salt segment

 

For the three-month period ended September 30, 2024 the cost of net revenue for the crude salt segment was $277,451.

 

For the three-month period ended September 30, 2023 the cost of net revenue for the crude salt segment was $378,100.

 

Chemical products segment

 

Cost of net revenue for our chemical products segment for the three-month period ended September 30, 2024 and 2023 was $0.

 

Natural gas segment

 

Cost of net revenue for our natural gas segment for the three-month period ended September 30, 2024 and 2023 was $77 and 306, respectively.

 

21 

 

 

Gross Profit. Gross loss was $1,829,251 or 82%, of net revenue for three-month period ended September 30, 2024, representing an decrease of $1,320,964, as compared to a gross profit of $508,287 or 9%, of net revenue for the same period in 2023.

 

   Gross Profit (Loss) by Segment  % Point Change
   Three-Month Period Ended  Three-Month Period Ended  of Gross
   September 30, 2024  September 30, 2023  Profit Margin
Segment     Gross Profit(loss)  Margin     Gross Profit (loss) Margin   
Bromine  $(2,222,775)   (141%)  $(1,087,344)   (22%)   (119%)
Crude Salt   376,588    58%   511,456    57%   1%
Chemical Products                    
Natural Gas                    
Equipment Lease   16,936    100%   67,601    100%   0%
Total Gross Profit (Loss)  $(1,829,251)   (82%)  $(508,287)   (9%)   (73%)

 

Bromine segment

 

For the three-month period ended September 30, 2024, the gross loss for our bromine segment was 141%, compared to 22% in the three-month period ended September 30, 2023. The increase in gross loss margin was primarily attributable to the lower average selling price of bromine of $2,396 per ton in the three-month period ended September 30, 2024 compared to $3,237 per ton in the three-month period ended September 30, 2023.

 

For the three-month period ended September 30, 2023, the gross loss margin for our bromine segment was 22%.

 

Crude salt segment

 

For the three-month period ended September 30, 2024, the gross profit margin for our crude salt segment was 58%.

 

For the three-month period ended September 30, 2023, the gross profit margin for our crude salt segment was 57%.

 

Direct labor and factory overheads incurred during plant shutdown On September 1, 2017, the Company received notification from the government of Yangkou County, Shouguang City of PRC that stated that production at all its bromine and crude salt and chemical factories should be halted with immediate effect in order for the Company to perform rectification and improvement in accordance with the county’s new safety and environmental protection requirements. On November 24, 2017, the Company received a letter from the Government of Yangkou County, Shouguang City notifying the Company to relocate its two chemical production plants located in the second living area of the Qinghe Oil Extraction Plant to Bohai Park. As a result, direct labor and factory overhead costs (including depreciation of plant and machinery) in the amount of $1,736,345 and $1,007,689 incurred for the three-month periods ended September 30, 2024 and 2023, respectively, of factories that have not resumed production were presented as part of the operating expense.

 

General and Administrative Expenses General and administrative expenses were $1,002,529 for the three-month period ended September 30, 2024, representing an increase of $239,645 as compared to $762,884 for the same period in 2023.

 

Income (loss) from Operations loss from operations was $4,581,609 for the three-month period ended September 30, 2024, compared to income of $2,293,288 in the same period in 2023.

 

   Loss from Operations by Segment
   Three-Month Period Ended
September 30, 2024
  Three-Month Period Ended
September 30, 2023
Segment:     % of total     % of total
Bromine  $(4,029,999)   89.34%  $(2,143,203)   105.27%
Crude Salt   (102,657)   2.27%   500,469    (24.58%)
Chemical Products   (339,038)   7.52%   (397,410)   19.52%
Natural Gas   (39,072)   0.87%   4,156    (0.21%)
Income(loss) from operations before corporate costs   (4,510,766)   100%   (2,035,988)   100%
Corporate costs   (70,843)        (65,148)     
Unrealized gain (loss) on translation of Intercompany balance            (192,152)     
Income (loss) from operations  $(4,581,609)       $(2,293,288)     

 

Bromine segment

 

Loss from operations from our bromine segment was $4,029,999 for the three-month period ended September 30, 2024, compared to loss from operations of $2,143,203 in the same period in 2023. The decrease of the net revenue of bromine was due to the 57% decrease in tonnes sold and the 26% decrease in average selling price of bromine in the third quarter of 2024. 

 

Crude salt segment

 

Loss from operations from our crude salt segment was $102,657 for the three-month period ended September 30, 2024, compared to income from operations of $500,469 in the same period in 2023. The decrease of net revenue of crude salt was mainly due to the 20% decrease in tonnes sold and the 8% decrease in average selling price of crude salt for the three-month period ended September 30, 2024.

 

Chemical products segment

 

Loss from operations from our chemical products segment was $339,038 for the three-month period ended September 30, 2024, compared to loss from operations of $397,410 in the same period in 2023.

 

Natural gas segment

 

Loss from operations from our natural gas segment was $39,072 for the three -month period ended September 30, 2024, compared to an income of $4,156 in the same period in 2023.

 

Other Income(loss), Net Other loss, net of $14,971 represented bank interest income, net of capital lease interest expense for the three -month period ended September 30, 2024, a decrease of $48,938 as compared to the same period in 2023.

 

Net Income (loss) Net loss was $3,492,883 for the three-month period ended September 30, 2024, compared to a net loss of $1,775,797 in the same period in 2023.

 

Comparison of the Nine-Month Period Ended September 30, 2024 and 2023

 

   Nine-Month Period
Ended September 30, 2024
  Nine-Month Period
Ended September 30, 2023
  Percent Change
Increase/
(Decrease)
Net revenue  $5,932,596   $23,173,404     (74%)
Cost of net revenue   (11,303,519)   (20,464,418)    (45%)
Gross profit   (5,370,923)   2,708,986     (298%)
Sales, marketing and other operating expenses   (31,608)   (42,850)    (26%)
Direct labor and factory overheads incurred during plant shutdown   (7,185,537)   (4,471,954)    61%
Other operating loss       60,134       
General and administrative expenses   (2,409,957)   (2,266,260)    6%
Income(Loss) from operations   (14,998,025)   (4,011,944)    274%
Other income   6,236    119,805     (95%)
Other Expenses   (29,173,011)         
Income(Loss) before taxes   (44,164,800)   (3,892,139)    1035%
Income tax benefit (expense)   3,581,867    876,779     309%
Net income(loss)  $(40,582,933)  $(3,015,360)    1245%

 

22 

 

 

Net revenue.  The table below shows the changes in net revenue in the respective segment of the Company for the nine-month period ended September 30, 2024 as compared to the same period in 2023:

 

   Net Revenue by Segment   
   Nine-Month Period Ended  Nine-Month Period Ended  Percent Increase
   September 30, 2024  September 30, 2023  of Net Revenue
Segment     % of total     % of total   
Bromine  $4,576,744    77.15%  $20,734,871    89.48%   (78%)
Crude Salt   1,294,645    21.82%   2,287,672    9.87%   (43%)
Chemical Products                    
Natural Gas                    
Total   5,871,389    98.97%   23,022,543    99.35%   (75%)
Equipment Lease   61,207    1.03%   150,861    0.65%   (59%)
Total sales  $5,932,596    100%  $23,173,404    100%   (74%)

  

Bromine and crude salt segments    Nine-Month Period Ended     Percentage Change
product sold in tonnes   September 30, 2024     September 30, 2023     Increase
Bromine (excluding volume sold to SYCI)     1,889       5,937       (68 %)
Crude Salt     53,172       71,354       (25 %)

 

Bromine segment

 

Net revenue from our bromine segment decreased to $4,576,744 for the nine-month period ended September 30, 2024 compared to $20,734,871 for the same period in 2023 respectively, due to the lower selling price and selling quantity.

 

Crude salt segment

 

Net revenue from our crude salt segment decreased to $1,294,645 for the nine-month period ended September 30, 2024 compared $2,287,672 for the same period in 2023, respectively, due to the lower selling price and selling quantity.

 

Chemical products segment

 

For the nine-month period ended September 30, 2024 and 2023, the net revenue for the chemical products segment was $0 due to the closure of our chemical factories since September 1, 2017.

 

Natural gas segment

 

For the nine-month period ended September 30, 2024 and 2023, the net revenue for the natural gas was $0.

 

Equipment Lease

 

For the nine-month period ended September 30, 2024 and 2023, the net revenue for the equipment lease was $61,207 and $150,861.

 

Cost of Net Revenue

 

   Cost of Net Revenue by Segment  % Change
   Nine-Month Period Ended  Nine-Month Period Ended  of Cost of
   September 30, 2024  September 30, 2023  Net Revenue
Segment     % of total     % of total   
Bromine  $10,595,899    94%  $19,187,620    94%   (45%)
Crude Salt   707,344    6%   1,276,119    6%   (45%)
Chemical Products                    
Natural Gas   276    0%   679    0%   (59%)
Total  $11,303,519    100%  $20,464,418    100%   (45%)

 

Cost of net revenue reflects mainly the raw materials consumed-direct salaries and benefits of staff engaged in the production process, electricity, depreciation and amortization of manufacturing plant and machinery and other manufacturing costs. 

 

Bromine production capacity and utilization of our factories

 

The table below represents the annual capacity and utilization ratios for all of our bromine producing properties:

 

    Annual Production Capacity (in tonnes)  

Utilization

Ratio (i)

Nine-month period ended September 30, 2023     31,506       29%  
Nine-month period ended September 30, 2024     31,506       8%  
Variance of the nine-month period ended September 30, 2024 and 2023            (21%)  

 

(i) Utilization ratio is calculated based on the annualized actual production volume in tonnes for the periods divided by the annual production capacity in tonnes.

 

23 

 

 

Bromine segment

 

For the nine-month period ended September 30, 2024 the cost of net revenue for the bromine segment was $10,595,899.

 

For the nine-month period ended September 30, 2023 the cost of net revenue for the bromine segment was $19,187,620.

 

Crude salt segment

 

For the nine-month period ended September 30, 2024 the cost of net revenue for the crude salt segment was $707,344. The cost of net revenue for our crude salt segment for the nine-month period ended September 30, 2023 was $1,276,119.

 

The reason for the decrease is that there is that with the creation of SHSI, some costs formerly allocated to crude sale were allocated to bromine.

 

Natural gas segment

 

Cost of net revenue for our natural gas segment for the nine-month period ended September 30, 2024 and 2023 was $276 and $679.

 

Gross Profit. Loss profit was $5,370,923, or 91%, of net revenue for nine-month period ended September 30, 2024 compared to $2,708,986, or 12%, of net revenue for the same period in 2023.

 

   Gross Profit (Loss) by Segment  % Point Change
   Nine-Month Period Ended  Nine-Month Period Ended  of Gross
   September 30, 2024  September 30, 2023  Profit Margin
Segment     Gross Profit (loss) Margin     Gross Profit Margin   
Bromine  $(6,019,155)   (132%)  $1,547,251    7%   139%
Crude Salt   587,301    45%   1,011,553    44%   1%
Chemical Products                    
Natural Gas                    
Equipment Lease   60,931    100%   150,182    100%    
Total Gross Profit(Loss)  $(5,370,923)   (91%)  $2,708,986    12%   (102%)

 

Bromine segment

 

For the nine-month period ended September 30, 2024, the gross loss margin for our bromine segment was 132%, compared to 7% in the nine-month period ended September 30, 2023. The increase in gross loss margin was primarily attributable to the lower average selling price of bromine of $2,423 per ton in the nine-month period ended September 30, 2024 compared to $3,493 per ton in the nine-month period ended September 30, 2023.

 

For the nine-month period ended September 30, 2023, the gross profit margin for our bromine segment was 7%.

 

Crude salt segment

 

For the nine-month period ended September 30, 2024, the gross profit margin for our crude salt segment was 45%.

 

For the nine-month period ended September 30, 2023 the gross profit margin for our crude salt segment was 44%.

 

Chemical products segment

 

For the nine-month period ended September 30, 2024, the gross profit margin for our chemical segment was 0% due to the closure of our chemical products plant. As a result of the closure, there were no chemical products for sale for the nine-month period ended September 30, 2024.

 

24 

 

 

Direct labor and factory overheads incurred during plant shutdown On September 1, 2017, the Company received notification from the government of Yangkou County, Shouguang City of PRC that stated that production at all its bromine and crude salt and chemical factories should be halted with immediate effect in order for the Company to perform rectification and improvement in accordance with the county’s new safety and environmental protection requirements. On November 24, 2017, the Company received a letter from the Government of Yangkou County, Shouguang City notifying the Company to relocate its two chemical production plants located in the second living area of the Qinghe Oil Extraction Plant to Bohai Park. As a result, direct labor and factory overhead costs (including depreciation of plant and machinery) in the amount of $7,185,537 and $4,471,954 incurred for the nine-month periods ended September 30, 2024 and 2023, respectively, for the factories that have not resumed production were presented as part of the operating expense.

 

General and Administrative Expenses. General and administrative expenses were $2,409,957 for the nine-month period ended September 30, 2024, a increase of $143,697 (or 6%) as compared to $2,266,260 for the same period in 2023. The increase was mainly due to the unrealized foreign currency transaction loss on intercompany balance recorded in nine-month period ended September 30, 2024 compared to an unrealized foreign currency transaction gain on intercompany balance recorded in the same period in the previous year.

 

Income (Loss) from Operations. Loss from operations was $14,998,025 for the nine-month period ended September 30, 2024, compared to an income of $4,011,944 in the same period in 2023.

  

   Income(Loss) from Operations by Segment
   Nine-Month Period Ended
September 30, 2024
  Nine-Month Period Ended
September 30, 2023
Segment:     % of total     % of total
Bromine  $(13,475,400)   91.94%  $(3,340,404)   91.43%
Crude Salt   (47,725)   0.32%   904,482    (24.76%)
Chemical Products   (993,116)   6.78%   (1,231,302)   33.7%
Natural Gas   (140,554)   0.96%   14,011    (0.37%)
Income (Loss) from operations before corporate costs   (14,656,795)   100%   (3,653,213)   100%
Corporate costs   (341,230)        (193,287)     
Unrealized gain on translation of intercompany balance            (165,444)     
Income (Loss) from operations before taxes  $(14,998,025)       $(4,011,944)     

 

Bromine segment

 

Loss from operations from our bromine segment was $13,475,400 for the nine-month period ended September 30, 2024, compared to a loss of $3,340,404 in the same period in 2023. The increase in gross loss margin was primarily attributable to the lower average selling price of bromine of $2,423 per ton in the nine-month period ended September 30, 2024 compared to $3,493 per ton in the nine-month period ended September 30, 2023.

 

Crude salt segment

 

Loss from operations from our crude salt segment was $47,725 for the nine-month period ended September 30, 2024, compared to an income of $904,482 in the same period in 2023.

 

Chemical products segment

 

Loss from operations from our chemical products segment was $993,116 for the nine-month period ended September 30, 2024, compared to a loss of $1,231,302 in the same period in 2023.

 

Natural gas segment

 

Loss from operations from our natural gas segment was $140,554 for the nine-month period ended September 30, 2024, compared to an income of $14,011 in the same period in 2023.

 

Other Income, Net. Other income, net of $6,236 represented bank interest income, net of capital lease interest expense for the nine -month period ended September 30, 2024, a decrease of $113,569, (or approximately 95%) as compared to the same period in 2023.

 

Net Income (Loss). Net loss was $40,582,933 for the nine-month period ended September 30, 2024, compared to a net loss of $3,015,360 in the same period in 2023.

 

Net Income Per Share

 

For the nine months ended September 30, 2024, net loss per share was $3.78 compared to a loss of $0.29 in the period ending September 30, 2023. There were 10,726,924 shares outstanding compared to 10,431,924 shares.

 

Foreign Currency Translation Adjustment

 

For the nine months ending September 30, 2024, the Company had a positive foreign currency translation adjustment of $1,859,755 versus a positive adjustment of $7,879,513 in the previous year. This adjustment impacts all balance sheet translations into U.S. dollars.

 

25 

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of September 30, 2024, cash and cash equivalents were $11,237,493 as compared to $72,223,894 as of December 31, 2023. The components of this decrease of $60,986,401 are reflected below.

 

Statement of Cash Flows

  

   Nine-Month Period Ended September 30,
   2024  2023
Net cash (used in) provided by operating activities  $(293,463)  $9,869,612 
Net cash used in investing activities   (60,526,213)   (15,197,648)
Net cash used in financing activities   (264,094)   (267,810)
Effects of exchange rate changes on cash and cash equivalents   97,369    1,144,609)
Net increase (decrease) in cash and cash equivalents  $(60,986,401)  $(4,451,237)

     

For the nine-month period ended September 30, 2024, we met our working capital and capital investment requirements by using cash on hand.

 

Net Cash (used in) Provided by Operating Activities

 

During the six-month period ended September 30, 2024, cash flow used in by operating activities of approximately $0.29 million was mainly due to a net loss of $40.58 million, a decrease in deferred taxes of $3.62 million and offset by depreciation and amortization expense of $14.04 million and loss on disposal of equipment of $29.17 million.

  

During the nine-month period ended September 30, 2023, cash flow provided by operating activities of approximately $9.9 million was mainly due to a non-cash adjustment for depreciation and amortization expense of $15.4 million and offset by a net loss of $3.02 million and an increase in prepayments and deposits of $3.95 million.

 

Accounts receivable

 

Cash collections on our accounts receivable had a major impact on our overall liquidity. The following table presents the aging analysis of our accounts receivable as of September 30, 2024 and December 31, 2023.

 

   September 30, 2024  December 31, 2023
      % of total     % of total
Aged 1-30 days  $895,402    75%  $2,040,377    42%
Aged 31-60 days   291,478    25%   2,460,233    51%
Aged 61-90 days           365,086    7%
Aged 91-120 days                
Aged 121-150 days                
Aged 151-180 days                
Aged 181-210 days                
Aged 211-240 days                
Total  $1,186,880    100%  $4,865,696    100%

 

26 

 

 

The overall accounts receivable balance as of September 30, 2024 decreased by $3,678,816, as compared to those of December 31, 2023. We have policies in place to ensure that sales are made to customers with an appropriate credit history. We perform ongoing credit evaluation on the financial condition of our customers. No allowance for doubtful accounts for the three-month and nine-month periods ended September 30, 2024 is required.

 

Inventory

 

Our inventory consists of the following:

 

   September 30, 2024  December 31, 2023
      % of total     % of total
Raw materials  $29,833    7%  $32,840    5%
Finished goods   398,006    93%   544,389    95%
Total  $427,839    100%  $577,229    100%

 

The net inventory level as of September 30, 2024 decreased by $149,390, as compared to the net inventory level as of December 31, 2023.

 

Raw materials decreased by $3,007 as of September 30, 2024 as compared to December 31, 2023.

 

Our finished goods decreased by $146,383 as of September 30, 2024 as compared to December 31, 2023.

 

Net Cash Used in Investing Activities

 

During the six months ended September 30, 2024, we used approximately $60.5 million to acquire property, plant and equipment, which primarily included the cost of bromine wells and the installation of high and low voltage lines for these bromine wells, as well as the purchase of salt plants.

 

For the nine-month period ended September 30, 2023, we used approximately $15.2 million to the flood prevention project aiming to prevent flooding that could harm the wells, aqueducts and crude salt pans at our plant.

 

Net Cash Used in Financing Activities

 

For the nine-month period ended September 30, 2024 and 2023, we used $0.3 million to repay finance lease obligations. 

 

We believe that our available funds and cash flows generated from operations will be sufficient to meet our anticipated ongoing operating needs and our obligations as they full due in the next twelve (12) months.

 

We had available cash of approximately $11.24 million at September 30, 2024, all of which is in highly liquid current deposits earning no or little interest. We do not anticipate paying cash dividends in the foreseeable future.

 

We intend to continue to focus our efforts on the activities of SCHC, SYCI, SHSI and DCHC as these segments continue to expand within the Chinese market.

 

We may not be able to identify, successfully integrate or profitably manage any businesses or business segment we may acquire, or any expansion of our business. An expansion may involve a number of risks, including possible adverse effects on our operating results, diversion of management’s attention, inability to retain key personnel, risks associated with unanticipated events, risks associated with the COVID-19 pandemic and the financial statement effect of potential impairment of acquired intangible assets, any of which could have a materially adverse effect on our condition and results of operations. In addition, if competition for acquisition candidates or operations were to increase, the cost of acquiring businesses could increase materially. We may effect an acquisition with a target business which may be financially unstable, under-managed, or in its early stages of development or growth. Our inability to implement and manage our expansion strategy successfully may have a material adverse effect on our business and future prospects.

 

Contractual Obligations and Commitments

We have no significant contractual obligations not fully recorded on our consolidated balance sheets or fully disclosed in the notes to our consolidated financial statements. Additional information regarding our contractual obligations and commitments at September 30, 2023 is provided in the notes to our consolidated financial statements. See “Notes to Condensed Consolidated Financial Statements, Note 17 – Capital Commitment and Operating Lease Commitments”.

 

Material Off-Balance Sheet Arrangements

 

We do not currently have any off balance sheet arrangements falling within the definition of Item 303(a) of Regulation S-K.

 

Critical Accounting Policies and Estimates

 

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions. We have identified the following critical accounting policies and estimates used by us in the preparation of our financial statements: accounts receivable and allowance for doubtful accounts, leases, property, plant and equipment, recoverability of long lived assets, revenue recognition, income taxes, loss contingencies, and stock-based compensation. These policies and estimates are described in the Company’s 2023 Form 10-K.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

 

27 

 

 

Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

 

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-Q.

 

(b) Changes in internal controls

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

 

On or about August 3, 2018, written decisions of administration penalty captioned Shou Guo Tu Zi Fa Gao Zi [2018] No. 291, Shou Guo Tu Zi Fa Gao Zi [2018] No. 292, Shou Guo Tu Zi Fa Gao Zi [2018] No. 293, Shou Guo Tu Zi Fa Gao Zi [2018] No. 294, Shou Guo Tu Zi Fa Gao Zi [2018] No. 295 and Shou Guo Tu Zi Fa Gao Zi [2018] No. 296 (together, the “Written Decisions”) were served on Shouguang City Haoyuan Chemical Company Limited (“SCHC”) by Shouguang City Natural Resources and Planning Bureau (the “Bureau”), naming SCHC as respondent respectively thereof. The Decisions challenged the land use of Factory nos. 2, 9, 7, 4, 8 and 10, respectively, and alleged, among other things, that SCHC had illegally occupied and used the land in the total area of approximately 52,674 square meters, on which Factory nos. 2, 9, 7, 4, 8 and 10 were built, respectively. The Written Decisions ordered SCHC, among other things, to return the land subject to the Written Decisions to its respective legal owner, restore the land to its original state, and demolish or confiscate all the buildings and facilities thereon and pay monetary penalty of approximately RMB 1.3 million ($184,000) in the aggregate. Each of the Written Decisions shall be executed within 15 days upon serving on SCHC. Additional interest penalty shall be imposed at a daily rate of 3% in the event that SCHC does not make the monetary penalty payment in a timely manner. Subsequently, the Bureau filed enforcement actions to the People’s Court of Shouguang City, Shandong Province (the “Court”), naming SCHC as enforcement respondent and alleged, among other things, that SCHC failed to perform its obligations under each of the Written Decisions within the specified timeframe. The enforcement proceedings sought court orders to enforce the Written Decisions. On May 5, 2019, written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 384, (2019) Lu 0783 Xing Shen No. 385, (2019) Lu 0783 Xing Shen No. 389, (2019) Lu 0783 Xing Shen No. 390, (2019) Lu 0783 Xing Shen No. 393, and (2019) Lu 0783 Xing Shen No. 394, respectively (together, the “Court Rulings”) were made by the Court in favor of the Bureau. The Court orders, among other relief, to enforce each of the Written Decisions, to return each subject land to its legal owner and demolish or confiscate the buildings and facilities thereon and restore the land to its original state within 10 days from the service of the Court Rulings on SCHC. The Court Rulings became enforceable immediately upon service on SCHC on May 5, 2019.

 

In the last twenty years, to the Company’s knowledge, there were no government regulations requiring bromine manufacturers to obtain land use and planning approval document. As such, the Company believes most of the bromine manufacturers in Shouguang City do not have land use and planning approval documents and lease their land parcels from the village associations. They are facing the same issues in connection with land use and planning as the Company.

 

The Company is in the process of resolving the issues in connection with SCHC’s land use and planning diligently. The Company has been in discussions regularly with the local government authorities with the help from Shouguang City Bromine Association to seek reliefs and, based on verbal confirmation by local government authorities, believes the administrative penalties imposed by the Bureau according to the Written Decisions are being re-assessed by local government authorities and may be revoked. Pursuant to a Written Application dated October 28, 2019 addressed to the Court by the Bureau, the Bureau withdrew its application for the enforcement proceedings regarding the administrative penalty imposed on Factory No. 7, Factory No. 8 and Factory No.10. Pursuant to a written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 389 Zhi Yi, dated November 25, 2020, the Court orders to terminate the enforcement of the case captioned (2019) Lu 0783 Xing Shen No. 389. Production of Factory No. 7 was allowed to resume in April 2019. The Company received a notification from the Shouguang City Government in February 2019 informing the Company that Factory No. 1, No. 4, No. 7 and No. 9 have passed inspection and were approved to resume operation.

 

In addition, on August 28, 2019, the People’s Government of Shandong Province, issued a regulation titled “Investment Project Management Requirements of Chemical Companies in Shandong Province” permitting the construction of facilities on existing sites or infrastructure of bromine manufacturing and other chemical industry-related types of projects (clause 11 of section 3). The Company believes that the goal of the government is to standardize and regulate the industry and not to demolish the facilities or penalize the manufacturers. As of the date of this report, the Company has not been notified by the local government that it will take any measure to enforce the administrative penalties. Based on information known to date, the Company believes that it is remote that the Written Decisions or Court Rulings will be enforced within the expected timeframe and a material penalty or costs and expenses against the Company will result. However, there can be no assurance that there will not be any further enforcement action, the occurrence of which may result in further liabilities, penalties and operational disruption.

 

28 

 

 

Item 1A. Risk Factors

 

Investing in our common stock involves a high degree of risk. Before you invest you should carefully review our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 2 of Part I of this Quarterly Report on Form 10-Q, our consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and our consolidated financial statements and related notes, as well as our Management’s Discussion and Analysis of Financial Condition and Results of Operations and the other information in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Readers should carefully review risks described in other documents we file from time to time with the Securities and Exchange Commission.

 

We are currently not in compliance with the Nasdaq continued listing requirements. If we are unable to regain compliance with Nasdaq’s listing requirements, our securities could be delisted, which could affect our common stock’s market price and liquidity and reduce our ability to raise capital.

  

On November 5, 2024, the Company received a notice in the form of a letter (“Price Deficiency Letter”) from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1) because the bid price for the Company’s common stock had closed below $1.00 per share for the previous 34 consecutive business days (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until May 5, 2025, to regain compliance with the Minimum Bid Price Requirement. If at any time before May 5, 2025, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance. In the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify for the additional compliance period, the Company will be required to (i) submit, no later than the expiration date, an on-line Transfer Application, (ii) submit a non-refundable $5,000 application fee, (iii) meet the continued listing requirement for the market value of its publicly held shares and all other continued listing standards for The Nasdaq Stock Market, with the exception of the bid price requirement, and (iv) will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. As part of its review process, the Staff will make a determination of whether they believe the Company will be able to cure this deficiency. Should the Staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a transfer application or make the required representation, the Staff will provide notice that the Company’s securities will be subject to delisting.

 

The Nasdaq Price Deficiency Letter has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on The Nasdaq Global Select Market, subject to the Company’s compliance with the other continued listing requirements of The Nasdaq Stock Market.

 

We cannot assure you that we will be able to regain compliance with Nasdaq listing standards. Our failure to continue to meet these requirements would result in our common stock being delisted from Nasdaq, and if our common stock is delisted, our warrants will also be delisted. We and holders of our securities could be materially adversely impacted if our securities are delisted from Nasdaq. In particular:

  

  · we may be unable to raise equity capital on acceptable terms or at all;
  · we may lose the confidence of our customers, which would jeopardize our ability to continue our business as currently conducted;
  · the price of our common stock will likely decrease as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws;
  · holders may be unable to sell or purchase our securities when they wish to do so;
  · we may become subject to stockholder litigation;
  · we may lose the interest of institutional investors in our common stock;
  · we may lose media and analyst coverage;
  · our common stock could be considered a “penny stock,” which would likely limit the level of trading activity in the secondary market for our common stock; and
  · we would likely lose any active trading market for our common stock, as it may only be traded on one of the over-the-counter markets, if at all.

  

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

29 

 

 

Item 5. Other Information

 

During our fiscal quarter ended September 30, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as those terms are defined in Item 408(a) of Regulation S-K

 

Item 6. Exhibits

 

Exhibit No.

Description

 

31.1                          Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 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 Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

32.1                          Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101                          The following financial statements from Gulf Resources, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations and Other Comprehensive Income (Loss); (iii) the Consolidated Statements of Changes in Equity; (iv) the Consolidated Statement of Cash Flows; and, (v) the Notes to Consolidated Financial Statements, tagged as blocks of text.
   
104 Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

30 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  GULF RESOURCES, INC.
     
Dated: November 19, 2024 By: /s/ Xiaobin Liu
    Xiaobin Liu
    Chief Executive Officer
    (principal executive officer)
     
Dated: November 19, 2024 By: /s/ Min Li
    Min Li
    Chief Financial Officer
    (principal financial and accounting officer)

 

 

 

 

 

 

31

 

  

Exhibit 31.1

 

Certification of Chief Executive Officer

Pursuant to Rule 13A-14(A)/15D-14(A)

of the Securities Exchange Act of 1934

 

I, Xiaobin Liu, certify that:

 

1.   I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2024 of Gulf Resources, 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 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 officers 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 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;

  

  c.  evaluated the effectiveness of 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.   The registrant’s other certifying officers 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 the 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 controls over financial reporting.

 

   
  By: /s/ Xiaobin Liu
    Xiaobin Liu
    Chief Executive Officer
Dated: November 19, 2024    

 

  

Exhibit 31.2

  

Certification of Chief Financial Officer

Pursuant to Rule 13A-14(A)/15D-14(A)

of the Securities Exchange Act of 1934

 

I, Min Li, certify that:

 

1.   I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2024 of Gulf Resources, 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 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 officers 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 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;

  

c.   evaluated the effectiveness of 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.   The registrant’s other certifying officers 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 the 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 controls over financial reporting.

 

   
  By: /s/ Min Li
    Min Li
    Chief Financial Officer
Dated: November 19, 2024    

 

 

 

 

 

Exhibit 32.1

     

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AND EXCHANGE ACT RULES 13a-14(b) AND 15d-14(b)

 

(Section 906 of the Sarbanes-Oxley Act of 2002)

 

In connection with the Quarterly Report of Gulf Resources, Inc. on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge and belief:

 

(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 the operation of the Company.

 

   
Dated: November 19, 2024  
  By: /s/ Xiaobin Liu
    Xiaobin Liu
    Chief Executive Officer

     

Dated: November 19, 2024  
  By: /s/ Min Li
    Min Li
    Chief Financial Officer
     

 

 

 

 

 

 

v3.24.3
Cover - shares
9 Months Ended
Sep. 30, 2024
Nov. 19, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 001-34499  
Entity Registrant Name GULF RESOURCES, INC.  
Entity Central Index Key 0000885462  
Entity Tax Identification Number 13-3637458  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One Level 11, Vegetable Building  
Entity Address, Address Line Two Industrial Park of the East City  
Entity Address, City or Town Shouguang City  
Entity Address, State or Province SD  
Entity Address, Country CN  
Entity Address, Postal Zip Code 262700  
City Area Code +86 (536)  
Local Phone Number 567 0008  
Title of 12(b) Security Common Stock, $0.0005 par value  
Trading Symbol GURE  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   10,726,924
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current Assets    
Cash $ 11,237,493 $ 72,223,894
Accounts receivable ,net 1,186,880 4,865,696
Inventories, net 427,839 577,229
Prepayments and deposits 8,311,871 8,395,290
Other receivable 95,245 7,482
Total Current Assets 21,259,328 86,069,591
Non-Current Assets    
Property, plant and equipment, net 150,680,984 122,188,023
Finance lease right-of use assets 80,144 83,115
Operating lease right-of-use assets 6,385,605 6,699,784
Prepaid land leases, net of current portion 9,823,607 9,772,170
Deferred tax assets ,net 5,655,626 1,859,025
Total non-current assets 172,625,966 140,602,117
Total Assets 193,885,294 226,671,708
Current Liabilities    
Accounts payable and accrued expenses 15,775,145 8,833,936
Taxes payable-current 145,642 475,630
Advance from customer 42,705
Amount due to related parties 2,598,765 2,586,658
Finance lease liability, current portion 201,855 172,625
Operating lease liabilities, current portion 498,580 473,653
Total Current Liabilities 19,219,987 12,585,207
Non-Current Liabilities    
Finance lease liability, net of current portion 1,103,707 1,312,950
Operating lease liabilities, net of current portion 7,036,482 7,525,255
Total Non-Current Liabilities 8,140,189 8,838,205
Total Liabilities 27,360,176 21,423,412
Commitment and Loss Contingencies
Stockholders’ Equity    
PREFERRED STOCK; $0.001 par value; 1,000,000 shares authorized; none outstanding
COMMON STOCK; $0.0005 par value; 80,000,000 shares authorized; 11,012,754 shares issued; and 10,726,924 shares outstanding as of September 30, 2024 and December 31, 2023, respectively 24,623 24,623
Treasury stock; 285,830  shares as of September 30, 2024 and December 31, 2023 at cost (1,372,673) (1,372,673)
Additional paid-in capital 101,688,262 101,688,262
Retained earnings unappropriated 55,711,323 96,294,256
Retained earnings appropriated 26,667,097 26,667,097
Accumulated other comprehensive loss (16,193,514) (18,053,269)
Total Stockholders’ Equity 166,525,118 205,248,296
Total Liabilities and Stockholders’ Equity $ 193,885,294 $ 226,671,708
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0005 $ 0.0005
Common stock, shares authorized 80,000,000 80,000,000
Common stock, shares issued 11,012,754 11,012,754
Common stock, shares outstanding 10,726,924 10,726,924
Treasury stock, shares 285,830 285,830
v3.24.3
Condensed Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
NET REVENUE        
Net revenue $ 2,242,365 $ 5,865,615 $ 5,932,596 $ 23,173,404
OPERATING INCOME (EXPENSE)        
Cost of net revenue (4,071,616) (6,373,902) (11,303,519) (20,464,418)
Sales and marketing expenses (13,484) (14,428) (31,608) (42,850)
Direct labor and factory overheads incurred during plant shutdown (1,736,345) (1,007,689) (7,185,537) (4,471,954)
General and administrative expenses (1,002,529) (762,884) (2,409,957) (2,266,260)
Other operating income (loss) 60,134
TOTAL OPERATING COSTS AND EXPENSE  (6,823,974) (8,158,903) (20,930,621) (27,185,348)
PROFIT (LOSS) FROM OPERATIONS (4,581,609) (2,293,288) (14,998,025) (4,011,944)
OTHER INCOME (EXPENSE)        
Interest expense (21,191) (23,791) (70,835) (81,322)
Interest income 6,220 57,758 77,071 201,127
Other expenses (income) 0 0 (29,173,011) 0
INCOME(LOSS) BEFORE TAXES (4,596,580) (2,259,321) (44,164,800) (3,892,139)
INCOME TAX BENEFIT (EXPENSE) 1,103,697 483,524 3,581,867 876,779
NET PROFIT (LOSS) (3,492,883) (1,775,797) (40,582,933) (3,015,360)
OTHER COMPREHENSIVE (LOSS) INCOME        
- Foreign currency translation adjustments 3,102,876 2,247,978 1,859,755 (7,879,513)
TOTAL COMPREHENSIVE  (LOSS) INCOME $ (390,007) $ 472,181 $ (38,723,178) $ (10,894,873)
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE: $ (0.33) $ (0.17) $ (3.78) $ (0.29)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES: 10,726,924 10,431,924 10,726,924 10,431,924
v3.24.3
Condensed Consoldiated Statement of Stockholders' Equity - USD ($)
Common Stock
Treasury Stock
Additional Paid-In Capital
Retained Earnings Unappropriated
Retained Earnings Appropriated
Accumulated Other Comprehensive Income (Loss)
Total
Beginning balance, value at Dec. 31, 2022 $ 24,476 $ (1,372,673) $ 101,237,059 $ 158,089,535 $ 26,667,097 $ (13,027,289) $ 271,618,205
Number of shares issued at Dec. 31, 2022 10,717,754            
Number of treasury stock at Dec. 31, 2022 10,431,924 285,830          
Translation adjustment $ 0 $ 0 0 0 0 (7,879,513) (7,879,513)
Net income for nine-month period ended September 30, 2023 0 0 0 (3,015,360) 0 0 (3,015,360)
Ending balance, value at Sep. 30, 2023 $ 24,476 $ (1,372,673) 101,237,059 155,074,175 26,667,097 (20,906,802) 260,723,332
Number of shares issued at Sep. 30, 2023 10,717,754            
Number of treasury stock at Sep. 30, 2023 10,431,924 285,830          
Beginning balance, value at Jun. 30, 2023 $ 24,476 $ (1,372,673) 101,237,059 156,849,972 26,667,097 (23,154,780) 260,251,151
Number of shares issued at Jun. 30, 2023 10,717,754            
Number of treasury stock at Jun. 30, 2023 10,431,924 285,830          
Translation adjustment $ 0 $ 0 0 0 0 2,247,978 2,247,978
Net income for nine-month period ended September 30, 2023 0 0 0 (1,775,797) 0 0 (1,775,797)
Ending balance, value at Sep. 30, 2023 $ 24,476 $ (1,372,673) 101,237,059 155,074,175 26,667,097 (20,906,802) 260,723,332
Number of shares issued at Sep. 30, 2023 10,717,754            
Number of treasury stock at Sep. 30, 2023 10,431,924 285,830          
Beginning balance, value at Dec. 31, 2023 $ 24,623 $ (1,372,673) 101,688,262 96,294,256 26,667,097 (18,053,269) 205,248,296
Number of shares issued at Dec. 31, 2023 11,012,754            
Number of treasury stock at Dec. 31, 2023 10,726,924 285,830          
Translation adjustment $ 0 $ 0 0 0 0 1,859,755 1,859,755
Net income for nine-month period ended September 30, 2023 0 0 0 (40,582,933) 0 0 (40,582,933)
Ending balance, value at Sep. 30, 2024 $ 24,623 $ (1,372,673) 101,688,262 55,711,323 26,667,097 (16,193,514) 166,525,118
Number of shares issued at Sep. 30, 2024 11,012,754            
Number of treasury stock at Sep. 30, 2024 10,726,924 285,830          
Beginning balance, value at Jun. 30, 2024 $ 24,623 $ (1,372,673) 101,688,262 59,204,206 26,667,097 (19,296,390) 166,915,125
Number of shares issued at Jun. 30, 2024 11,012,754            
Number of treasury stock at Jun. 30, 2024 10,726,924 285,830          
Translation adjustment $ 0 $ 0 0 0 0 3,102,876 3,102,876
Net income for nine-month period ended September 30, 2023 0 0 0 (3,492,883) 0 0 (3,492,883)
Ending balance, value at Sep. 30, 2024 $ 24,623 $ (1,372,673) $ 101,688,262 $ 55,711,323 $ 26,667,097 $ (16,193,514) $ 166,525,118
Number of shares issued at Sep. 30, 2024 11,012,754            
Number of treasury stock at Sep. 30, 2024 10,726,924 285,830          
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income(loss) $ (40,582,933) $ (3,015,360)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:    
Amortization on capital lease 70,835 80,252
Depreciation and amortization 14,037,554 15,385,624
Unrealized translation difference 165,444
Deferred tax asset (3,615,091) (1,002,511)
Amortization of right-of-use asset 659,509
Loss on disposal of equipment 29,169,008
Changes in assets and liabilities:    
Accounts receivable 3,677,653 3,132,796
Inventories 153,371 718,994
Prepayments and deposits 171,305 (3,947,311)
Advance from customers (42,545)
Other receivables (86,423)
Accounts and Other payable and accrued expenses (2,685,766) (1,503,845)
Amount due to related Parties
Taxes payable (330,299) (229,600)
Operating lease (889,641) 85,129
Net cash (used in) provided  by operating activities (293,463) 9,869,612
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchase of property, plant and equipment (60,526,213) (15,197,648)
Net cash from investing activities (60,526,213) (15,197,648)
CASH FLOWS USED IN FINANCING ACTIVITIES    
Repayment of finance lease obligation (264,094) (267,810)
Net cash used in financing activities (264,094) (267,810)
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 97,369 1,144,609
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (60,986,401) (4,451,237)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 72,223,894 108,226,214
CASH AND CASH EQUIVALENTS - END OF PERIOD 11,237,493 103,774,977
Cash paid during the nine-month period ended September 30, 2024 for:    
Paid for taxes 1,013,382 4,930,601
Interest on finance lease obligation $ 70,835 $ 80,252
v3.24.3
Pay vs Performance Disclosure - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure [Table]        
Net Income (Loss) $ (3,492,883) $ (1,775,797) $ (40,582,933) $ (3,015,360)
v3.24.3
Insider Trading Arrangements
9 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual [Table]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)           Basis of Presentation and Consolidation

 

The accompanying unaudited consolidated financial statements have been prepared by Gulf Resources, Inc. (“Gulf Resources”), a Nevada corporation and its subsidiaries (collectively, the “Company”).

 

The consolidated financial statements include the accounts of Gulf Resources, Inc. and its wholly-owned subsidiary, Upper Class Group Limited, a company incorporated in the British Virgin Islands, which owns 100% of Hong Kong Jiaxing Industrial Limited, a company incorporated in Hong Kong (“HKJI”). HKJI owns 100% of Shouguang City Haoyuan Chemical Company Limited (“SCHC”) which owns 100% of Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”) ,Daying County Haoyuan Chemical Company Limited (“DCHC”) and Shouguang Hengde Salt Industry Co. Ltd. (“SHSI”).  All material intercompany transactions have been eliminated on consolidation.

 

(b)        Nature of Business

 

The Company manufactures and trades bromine through its wholly-owned subsidiary, Shouguang City Haoyuan Chemical Company Limited (“SCHC”); manufactures and trades crude salt through its wholly-owned subsidiary, SHSI; and manufactures chemical products for use in the oil industry, pesticides, paper manufacturing industry and for human and animal antibiotics through its wholly-owned subsidiary, Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”) in the People’s Republic of China (“PRC”). DCHC was established to further explore and develop natural gas and brine resources (including bromine and crude salt) in the PRC. DCHC’s business commenced trial operation in January 2019 but has temporarily suspended production insince May 2019 as required by the government to obtain project approval (see Note 1 (b)(iii)).

 

On March 11, 2020, the World Health Organization (WHO) officially declared COVID-19 a pandemic. While not fully quantifiable, the Company believes this situation did not have a material adverse impact on its operating results in the year of 2021. In 2022, COVID may have had a slightly more effect. The government conducted frequent unannounced inspections, which caused some disruption to production. In addition, the Company believes the government’s focusing on COVID may have slightly delayed the approval process for one or more of the closed factories. The virus outbreak and resulting supply chain issues has impacted the overall Chinese economy and thus impacted demand from end customers. It has delayed the delivery of machinery and other equipment for the Company’s Yuxin Chemical factory causing a postponement in its completion and opening. The Company believes the virus outbreak has delayed the finalization of the Sichuan Province environmental plan, causing a further delay for the Company’s project in Sichuan Province.

 

(i) Bromine and Crude Salt Segments

 

In February 2019, the Company received a notification from the local government of Yangkou County that its Factory No. 1, No. 4, No. 7 and No. 9 passed inspection and could resume operations. In April 2019, Factory No.1, and Factory No.7 resumed operation.

  

On November 25, 2019, the government of Shouguang City issued a notice ordering all bromine facilities in Shouguang City, including the Company’s bromine facilities, including Factory No. 1 and Factory No. 7, to temporarily stop production from December 16, 2019 to February 10, 2020. Subsequently, due to the coronavirus outbreak in China, the local government ordered those bromine facilities to postpone the commencement of production. Subsequently, the Company received an approval dated February 27, 2020 issued by the local governmental authority allowing the Company to resume production after the winter temporary closure. Further, the Company received another approval from the Shouguang Yangkou People’s Government dated March 5, 2020 allowing the Company to resume production at its bromine factories No. 1, No. 4, No.7 and No. 9 in order to meet the needs of bromide products for epidemic prevention and control (the “March 2020 Approval”). The Company’s Factories No. 1 and No. 7 commenced trial production in mid-March 2020 and commercial production on April 3, 2020 and its Factories No. 4 and No. 9 commenced commercial production on May 6, 2020. The Company received an oral notification from the government for its Factory No. 8, which permits the Factory No. 8 to resume production in August 2022.

 

The Company is still waiting for governmental approval for Factories No. 2 and No. 10. To our knowledge, the government is currently completing its planning process for all mining areas including that for prevention of flood. As a result, we may be required to make some modifications to our current wells and aqueducts prior to commencement of operations of these factories to satisfy the local government's requirements.

 

Pursuant to the notification from the government of Shouguang City, all bromine facilities in Shouguang City were temporarily closed from December 10, 2022 until February 1, 2023 8:00 AM China Time. To comply with such notification, the Company had temporarily stopped production at its bromine facilities during the aforesaid period and reopened the operating bromine and crude salt factories in February, 2023.

 

In April 2022, Shouguang Hengde Salt Industry Co. Ltd, our subsidiary, was incorporated in Shandong Province, China, for crude salt production and trading. This subsidiary was created in response to a new government policy that requires bromine and crude salt companies to have separate registrations. The creation of this subsidiary and the separation of bromine and crude salt does not impact sales or overall profits. However, the establishment of this subsidiary has resulting in a reallocation of costs between bromine and crude salt.

 

(ii) Chemical Segment

 

On November 24, 2017, the Company received a letter from the Government of Yangkou County, Shouguang City notifying the Company to relocate its two chemical production plants located in the second living area of the Qinghe Oil Extraction to the Bohai Marine Fine Chemical Industrial Park (“Bohai Park”). This was because the two plants were located in a residential area and their production activities impacted the living environment of the residents. This was as a result of the country’s effort to improve the development of the chemical industry, manage safe production and curb environmental pollution accidents effectively, and ensure the quality of the living environment of residents. All chemical enterprises which did not comply with the requirements of the safety and environmental protection regulations were ordered to shut down.

 

In December 2017, the Company secured from the government the land use rights for its chemical plants located at the Bohai Park and in June 2018, the Company presented a completed construction design draft and other related documents to the local authorities for approval. In January 2020, the Company received the environmental protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory. The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020 and basically completed the civil works by the end of June 2021. On November 15, 2021, the Company announced that due to the supply chain issues as well as the electric restrictions in China, the delivery of some equipment, the equipment installation and testing and beginning trial production at the chemical factory had been delayed. On February 22, 2022, the Company announced that discussions with the government have convinced management that the electricity restrictions were eased. Accordingly, the Company contacted its suppliers and expect to have the remainder of the equipment produced and delivered, so the Company can complete installation and begin testing and trial production.

 

The COVID restrictions and resulting national and international supply chain issues as well as governmental permit issues have caused delays in receiving some previously ordered machinery and equipment. The Company is working with its existing suppliers and may identify new suppliers so that it can complete construction of its factory based on accelerated delivery. Currently, the Company is unable to estimate when the construction can be completed and the production can begin.

 

On March 23, 2023, the Company issued a press release detailing the delays in the opening of its Yuxin chemical factory due to COVID and stricter government regulations. As noted in the press release, the Company believes that once all of the equipment is delivered, it will take 3 to 4 months to install the equipment. After installation, the testing process is anticipated to take 2 to 3 months, after which the Company will be in a position to apply for environmental and safety approval. After the Company has obtained environmental and safety approval, it will take us 4 months to conduct trial production, and then the Company may start commercial production.

 

On July 26, 2023, the Company announced that the delivery of the remaining equipment for its Yuxin chemical factory has been temporarily delayed and the Company will re-evaluate its chemical products strategy.

 

The Company believes the relocation process will cost approximately $69 million in total. The Company incurred relocation costs comprising prepaid land lease, professional fees related to the design of the new chemical factory, and progress payment and deposit for the construction of the new factory building in the amount of $45,584,344 and $45,584,344, which were recorded in the prepaid land leases and property, plant and equipment in the consolidated balance sheets as of September 30, 2024 and December 31, 2023. The Company does not believe the delay in opening the factory will materially impact the overall cost of the project.

 

(iii) Natural Gas Segment

 

In January 2017, the Company completed the first brine water and natural gas well field construction in Daying located in Sichuan Province, China, and commenced trial production in January 2019. On May 29, 2019, the Company received a verbal notice from the government of Tianbao Town, Daying County, Sichuan Province, whereby the Company is required to obtain project approval for its well located in Daying, including the whole natural gas and brine water project, and approvals for safety production inspection, environmental protection assessment, and to solve the related land issue. Until these approvals have been received, the Company has to temporarily halt trial production at its natural gas well in Daying. In compliance with the Chinese government new policies, the Company is also required to obtain an exploration license and a mining license for bromine and natural gas, respectively. Pursuant to the Opinions of the Ministry of Natural Resources on Several Issues in Promoting the Reform of Mineral Resources Management (Trial) promulgated by the Ministry of Natural Resources of PRC on January 9, 2020, which came into effect on May 1, 2020, privately owned enterprises are allowed to participate in the natural gas production. The Company plans to proceed with its applications for the natural gas and brine project approvals with related government departments until the governmental planning has been finalized.

 

(c)           Use of Estimates

 

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The most significant accounting estimates with regard to these consolidated financial statements that require the most significant and subjective judgments include, but are not limited to, useful lives of property, plant and equipment,recoverability of long-lived assets, determination of impairment losses, assessment of market value of inventories and provision for inventory obsolescence, allowance for doubtful accounts, recognition and measurement of deferred income taxes, valuation allowance for deferred tax assets, and assumptions used for the valuation of share based payments. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

 

(d)           Cash and Cash Equivalents

 

Cash and cash equivalents consist of all cash balances and highly liquid investments with original maturities of three months or less.Because of short maturity of these investments, the carrying amounts approximate their fair values.

 

(e)           Allowance for Doubtful Accounts

 

We make estimates of the uncollectibility of accounts receivable, especially analyzing accounts receivable and historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms, when evaluating the adequacy of the allowance for doubtful accounts. Credit evaluations are undertaken for all major sale transactions before shipment is authorized. On a quarterly basis, we evaluate aged items in the accounts receivable aging report and provide an allowance in an amount we deem adequate for doubtful accounts. If management were to make different judgments or utilize different estimates, material differences in the amount of our reported operating expenses could result.

 

(f)           Concentration of Credit Risk

 

The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable and cash and cash equivalents. Substantially all of the Company’s cash and cash equivalents are maintained with financial institutions in the PRC, namely, Industrial and Commercial Bank of China Limited, China Merchants Bank Company Limited and Sichuan Rural Credit Union, which are not insured or otherwise protected. The Company placed $11,237,493 and $72,223,894 with these institutions as of September 30, 2024 and December 31, 2023, respectively.  The Company has not experienced any losses in such accounts in the PRC.

 

 

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

(g)           Property, Plant and Equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Expenditures for new facilities or equipment, and major expenditures for betterment of existing facilities or equipment are capitalized and depreciated, when available for intended use, using the straight-line method at rates sufficient to depreciate such costs less 5% residual value over the estimated productive lives. All other ordinary repair and maintenance costs are expensed as incurred.

 

Mineral rights are recorded at cost less accumulated depreciation and any impairment losses. Mineral rights are amortized ratably over the term of the lease, or the equivalent term under the units of production method, whichever is shorter.

 

Construction in process primarily represents direct costs of construction of property, plant and equipment. Costs incurred are capitalized and transferred to property, plant and equipment upon completion and depreciation will commence when the completed assets are placed in service. 

 

The Company’s depreciation and amortization policies on property, plant and equipment, other than mineral rights and construction in process, are as follows:

 

Useful life

(in years) 

Buildings (including salt pans)   8 - 20
Plant and machinery (including protective shells, transmission channels and ducts)   3 - 8
Motor vehicles   5
Furniture, fixtures and equipment   3 - 8

 

Property, plant and equipment under the capital lease are depreciated over their expected useful lives on the same basis as owned assets, or where shorter, the term of the lease.

 

Producing oil and gas properties are depreciated on a unit-of-production basis over the proved developed reserves. Common facilities that are built specifically to service production directly attributed to designate oil and gas properties are depreciated based on the proved developed reserves of the respective oil and gas properties on a pro-rata basis. Common facilities that are not built specifically to service identified oil and gas properties are depreciated using the straight-line method over their estimated useful lives. Costs associated with significant development projects are not depreciated until commercial production commences and the reserves related to those costs are excluded from the calculation of depreciation.

 

(h)           Retirement Benefits

 

Pursuant to the relevant laws and regulations in the PRC, the Company participates in a defined contribution retirement plan for its employees arranged by a governmental organization. The Company makes contributions to the retirement plan at the applicable rate based on the employees’ salaries. The required contributions under the retirement plans are charged to the condensed consolidated statement of loss on an accrual basis when they are due. The Company’s contributions totaled $99,035 and $121,941 for the three-month period ended September 30, 2024 and 2023, respectively, and totaled $322,448 and $405,664 for the nine-month period ended September 30, 2024 and 2023, respectively.

 

(i)           Revenue Recognition

 

Net revenue is net of discount and value added tax and comprises the sale of bromine, crude salt and chemical products. Revenue is recognized when the control of the promised goods is transferred to the customers in an amount that reflects the consideration that the Company expects to receive from the customers in exchange for those goods. The acknowledgement of receipt of goods by the customers is when control of the product is deemed to be transferred. Invoicing occurs upon acknowledgement of receipt of the goods by the customers. Customers have no rights to return the goods upon acknowledgement of receipt of goods. Revenue from contracts with customers is disaggregated in Note 14.

 

 

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

(j)           Recoverability of Long-lived Assets

 

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-35“Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment.

 

The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets.

 

For the three and nine months period ended September 30, 2024 and 2023, the Company determined that there were no events or circumstances indicating possible impairment of its long-lived assets.

 

(k)           Basic and Diluted Earnings per Share of Common Stock

 

Basic earnings per common share are based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive, i.e. the exercise prices of the outstanding stock options were greater than the market price of the common stock. Anti-dilutive common stock equivalents which were excluded from the calculation of number of dilutive common stock equivalents amounted to 0 and 0 shares for the three-month periods ended September 30, 2024 and 2023, respectively.

 

Because the Company reported a net loss for the three-month periods ended September 30, 2024 and 2023, common stock equivalents including stock options and warrants were anti-dilutive, therefore the amounts reported for basic and diluted loss per share were the same.

 

 

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

(l)           Reporting Currency and Translation

 

The financial statements of the Company’s foreign subsidiaries are measured using the local currency, Renminbi (“RMB”), as the functional currency; whereas the functional currency and reporting currency of the Company is the United States dollar (“USD” or “$”).

 

As such, the Company uses the “current rate method” to translate its PRC operations from RMB into USD, as required under FASB ASC 830 “Foreign Currency Matters”. The assets and liabilities of its PRC operations are translated into USD using the rate of exchange prevailing at the balance sheet date. The capital accounts are translated at the historical rate. Adjustments resulting from the translation of the balance sheets of the Company’s PRC subsidiaries are recorded in stockholders’ equity as part of accumulated other comprehensive loss. The statement of loss and comprehensive loss is translated at average rate during the reporting period. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized in net loss for the reporting periods as part of general and administrative expense. The statement of cash flows is translated at average rate during the reporting period, with the exception of the consideration paid for the acquisition of business which is translated at historical rates.

 

(m)           Foreign Operations

 

All of the Company’s operations and assets are located in PRC.  The Company may be adversely affected by possible political or economic events in this country.  The effect of these factors cannot be accurately predicted.

 

(n)           Inventories.

 

Inventories are stated at the lower of cost, determined on a first-in first-out cost basis, or net realizable value. Costs of work-in-progress and finished goods comprise direct materials, direct labor and an attributable portion of manufacturing overhead. Net realizable value is based on estimated selling price less costs to complete and selling expenses.

  

(o)       Leases

 

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets.

 

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized at January 1, 2019 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

The Company does not recognize operating lease ROU assets and liabilities arising from lease arrangements with lease term of twelve months or less.

 

(p)        Stock-based Compensation

 

Stock-based awards issued to employees are recorded at their fair values estimated at grant date using the Black-Scholes model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. Consistent with the accounting requirement for employee stock-based awards, nonemployee stock-based awards are measured at the grant-date fair value of the equity instruments that the Company is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

  

The Company has elected to account for the forfeiture of stock-based awards as they occur.

 

(q)        Loss Contingencies

 

The Company accrues for loss contingencies relating to legal matters, including litigation defense costs, claims and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and could be reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to accruals are reflected in earnings (loss) in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of such liabilities may be materially different from previous estimates.

 

(r)        Income Tax

 

The Company accounts for income taxes in accordance with the Income Taxes Topic of the FASB ASC, which requires the use of the liability method of accounting for deferred income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their reported amounts at each period end. Deferred tax assets and liabilities are measured using tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The deferred income tax effects of a change in tax rates are recognized in the period of enactment. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The guidance also provides criteria for the recognition, measurement, presentation and disclosures of uncertain tax positions. A tax benefit from an uncertain tax position may be recognized if it is “more likely than not” that the position is sustainable based solely on its technical merits. Interests and penalties associated with unrecognized tax benefits are included within the (benefit from) provision for income tax in the consolidated statement of income (loss).

 

(s)        New Accounting Pronouncements

  

Recent accounting pronouncements adopted

 

There were no recent accounting pronouncements adopted during the nine months ended September 30, 2024.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. For public entities, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For the Company which is a smaller reporting company, ASU No. 2019-10 extends the effective dates for two years. The Company is currently evaluating the effect of this on the condensed consolidated financial statements and related disclosure.

 

(t)      Fair Value Measurement

 

 

The Company applies Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements.

 

ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.

 

ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

 

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 inputs to the valuation methodology include quoted prices for identical or similar assets and liabilities in active markets or in inactive markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

 

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

The carrying amounts of the Company’s financial instruments approximate their fair values because of their short-term nature. The Company’s financial instruments include cash, accounts receivable, amounts due to related parties, accounts payable and other current payables. There were no material unrecognized financial assets and liabilities as of September 30, 2024 and 2023.

 

 

 

v3.24.3
ACCOUNTS RECEIVABLE, NET
9 Months Ended
Sep. 30, 2024
Credit Loss [Abstract]  
ACCOUNTS RECEIVABLE, NET

NOTE 2 – ACCOUNTS RECEIVABLE, NET

 

Accounts receivable net consist of:

  

   September 30,
2024
  December 31,
2023
       
Accounts receivable  $1,212,209   $4,890,756 
Allowance for doubtful debt   (25,329)   (25,060)
Accounts receivable, net  $1,186,880   $4,865,696 

 

The overall accounts receivable balance as of September 30, 2024 decreased by $3,678,816, as compared to those of December 31, 2023. We have policies in place to ensure that sales are made to customers with an appropriate credit history. We perform ongoing credit evaluation on the financial condition of our customer.

 

v3.24.3
INVENTORIES
9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
INVENTORIES

NOTE 3 – INVENTORIES

 

Inventories consist of:

 

   September 30,
2024
  December 31,
2023
       
Raw materials  $29,833   $32,840 
Finished goods   660,458    804,046 
Less: impairment   (262,452)   (259,657)
Inventory, net  $427,839   $577,229 

 

As of September 30, 2024 and December 31, 2023, the reserve for inventory impairment was due to exchange rate change. 

 

v3.24.3
PREPAID LAND LEASES
9 Months Ended
Sep. 30, 2024
Prepaid Land Leases  
PREPAID LAND LEASES

NOTE 4 – PREPAID LAND LEASES

 

The Company has the rights to use certain parcels of land located in Shouguang, Shandong, PRC, through lease agreements signed with local townships or the government authority. The production facilities and warehouses of the Company are located on these parcels of land. The lease term ranges from ten to fifty years. Some of the lease contracts were paid in one lump sum upfront and some are paid annually at the beginning of each anniversary date. These leases have no purchase option at the end of the lease term and were classified as operating leases prior to and as of January 1, 2019 when the new lease standard was adopted. Prior to January 2019, the prepaid land lease was amortized on a straight line basis. As of January 1, 2019, all the leases in which term has commenced and were in use were classified as operating lease right-of-use assets (“ROU”). See Note 6.

 

In December 2017, the Company paid a one lump sum upfront amount of $ 9,075,213 for a 50-year lease of a parcel of land at Bohai Marine Fine Chemical Industrial Park (“Bohai”) for the new chemical factory under construction. There is no purchase option at the end of the lease term. This was classified as an operating lease prior to and as of January 1, 2019. The land use certificate was issued on October 25, 2019. The lease term expires on August 12, 2069. The amount paid was recorded as prepaid land leases, net of current portion in the consolidated balance sheet as of September 30 2024 and December 31, 2023. As of September 30, 2024, the prepaid land lease increased to $9,442,751 due to an additional amount paid for stamp duty and related land use rights fees. Amortization of this prepaid land lease will commence when the chemical factory is completed and placed in service.

 

 

 

v3.24.3
PROPERTY, PLANT AND EQUIPMENT, NET
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT, NET

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment, net consist of the following:

 

   September 30,
2024
  December 31,
2023
At cost:          
Mineral rights  $2,752,312   $2,722,997 
Buildings   70,248,967    29,863,200 
Plant and machinery   147,561,812    185,738,906 
Furniture, fixtures and office equipment   1,472,228    1,456,547 
Motor vehicles   127,430    126,072 
Construction in process   10,418,458    10,307,491 
Total   232,581,207    230,215,213 
Less: Accumulated depreciation and amortization   (81,900,223)   (108,027,190)
     Impairment        
Net book value  $150,680,984   $122,188,023 

 

The Company has certain buildings and salt pans erected on parcels of land located in Shouguang, PRC, and such parcels of land are collectively owned by local townships or the government authority. The Company has not been able to obtain property ownership certificates over these buildings and salt pans. The aggregate carrying values of these properties situated on parcels of the land are $7,870,846 and $8,346,742 as at September 30, 2024 and December 31, 2023, respectively.

 

During the three-month period ended September 30, 2024, depreciation and amortization expense totaled $4,522,525 ,of which $1,211,694, $203,244 and $3,107,587 were recorded in direct labor and factory overheads incurred during plant shutdown, administrative expenses and cost of net revenue. During the nine-month period ended September 30, 2024,depreciation and amortization expense totaled $13,980,751 of which $5,601,791, $605,945 and $7,773,015 were recorded in direct labor and factory overheads incurred during plant shutdown, administrative expenses and cost of net revenue.

 

During the three-month period ended September 30, 2023, depreciation and amortization expense totaled $4,787,568 .of which $760,400, $166,042 and $3,861,126 were recorded in direct labor and factory overheads incurred during plant shutdown, administrative expenses and cost of net revenue. During the nine-month period ended September 30, 2023,depreciation and amortization expense totaled $15,381,658, of which $3,502,188, $765,921 and $11,113,549 were recorded in direct labor and factory overheads incurred during plant shutdown, administrative expenses and cost of net revenue.

 

v3.24.3
FINANCE LEASE RIGHT-OF-USE ASSETS
9 Months Ended
Sep. 30, 2024
Finance Lease Right-of-use Assets  
FINANCE LEASE RIGHT-OF-USE ASSETS

NOTE 6 – FINANCE LEASE RIGHT-OF-USE ASSETS

 

Property, plant and equipment under finance leases, net consist of the following:

 

   September 30,
2024
  December 31,
2023
At cost:          
Buildings   $213,868   $211,590 
Total   213,868    211,590 
Less: Accumulated depreciation and amortization   (133,724)   (128,475)
Net book value  $80,144   $83,115 

 

The above buildings erected on parcels of land located in Shouguang, PRC, are collectively owned by local townships.  The Company has not been able to obtain property ownership certificates over these buildings as the Company could not obtain land use rights certificates on the underlying parcels of land.  

 

During the three and nine months period ended September 30, 2024, depreciation and amortization expense totaled $1,268 and $3,808, respectively, which was recorded in direct labor and factory overheads incurred during plant shutdown.

 

During the three and nine months period ended September 30, 2023, depreciation and amortization expense totaled $1,291 and $3,966, respectively, which was recorded in direct labor and factory overheads incurred during plant shutdown.

 

 

 

v3.24.3
OPERATING LEASE RIGHT–OF USE ASSETS
9 Months Ended
Sep. 30, 2024
Operating Lease Rightof Use Assets  
OPERATING LEASE RIGHT–OF USE ASSETS

NOTE 7 – OPERATING LEASE RIGHT–OF USE ASSETS

 

The Company has the rights to use certain parcels of land located in Shouguang, PRC, through lease agreements signed with local townships or the government authority. For parcels of land that are collectively owned by local townships, the Company cannot obtain land use rights certificates. The parcels of land of which the Company cannot obtain land use rights certificates covers a total of approximately 34.95 square kilometers with an aggregate operating lease right-of-use assets amount of $7,642,937 as at September 30, 2024.

 

As of September 30, 2024, the total operating lease ROU assets was $6,385,605.

 

The total operating lease cost for the nine-month period ended September 30, 2024 and 2023 was $659,509 and $706,033.

 

v3.24.3
PAYABLE AND ACCRUED EXPENSES
9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
PAYABLE AND ACCRUED EXPENSES

NOTE 8 – PAYABLE AND ACCRUED EXPENSES

 

Accounts payable, other payable and accrued expenses consist of the following:

 

   September 30,  December 31,
   2024  2023
Accounts payable  $128,696   $206,984 
Salary payable   215,711    216,253 
Social security insurance contribution payable   174,253    172,398 
Other payable-related party       88,086 
Accrued expense for construction   5,447,458    5,389,437 
Accrued expense-others   9,809,027    2,760,778 
Total  $15,775,145   $8,833,936 

 

Accrued expense-others mainly include of the shares to be paid for the acquisition of salt plant $7,878,182 and others

 

v3.24.3
RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

 

On September 25, 2012, the Company purchased five floors of a commercial building in the PRC, through SYCI, from Shandong Shouguang Vegetable Seed Industry Group Co., Ltd. (the “Seller”) at a cost of approximately $5.7 million in cash, of which Mr. Ming Yang, the former chairman of the board of directors of the Company, had a 99% equity interest in the Seller. During the first quarter of 2018, the Company entered into an agreement with the Seller, a related party, to provide property management services for an annual amount of approximately $87,927 for five years from January 1, 2023 to December 31, 2027. The expense associated with this agreement for the three and nine months ended September 30, 2024 was approximately $22,258 and $66,125. The expense associated with this agreement for the three and nine months ended September 30, 2023 was approximately $21,748 and $66,028.

 

NOTE 9 – RELATED PARTY TRANSACTIONS – Continued

 

  a) Related parties

 

Name of related parties Position
Yang Ming Former Chairman Of the Board
Liu Xiaobin Chief Executive Officer and Chairman of the Board
Li Min Chief Financial Officer
Miao Naihui Chief Operating Officer,Director

 

b)

 

   September 30,  December 31,
   2024  2023
Amount due to related parties:          
Yang Ming  $420,969   $416,484 
Liu Xiaobin   887,214    887,214 
Li Min   645,291    641,480 
Miao Naihui   645,291    641,480 
Total  $2,598,765   $2,586,658 

 

Considering that the Company has not performed well in recent years, the Company and its executive officers mutually agreed and to returned all, or a portion of their cash compensation earned for their services with the Company, which may be considered for future compensation should the Company improve its results of operations.

 

v3.24.3
TAXES PAYABLE
9 Months Ended
Sep. 30, 2024
Taxes Payable  
TAXES PAYABLE

NOTE 10 – TAXES PAYABLE

  

   September 30,  December 31,
   2024  2023
Land use tax payable  $19,817   $24,689 
Value added tax and other taxes payable   125,825    450,941 
Total  $145,642   $475,630 

 

v3.24.3
LEASE LIABILITIES-FINANCE AND OPERATING LEASE
9 Months Ended
Sep. 30, 2024
Lease Liabilities-finance And Operating Lease  
LEASE LIABILITIES-FINANCE AND OPERATING LEASE

NOTE 11 – LEASE LIABILITIES-FINANCE AND OPERATING LEASE

 

The components of finance lease liabilities were as follows:

 

    Imputed   September 30,   December 31,
    Interest rate   2024   2023
Total finance lease liability     6.7%     $ 1,305,562     $ 1,485,575  
Less: Current portion             (201,855 )     (172,625 )
Finance lease liability, net of current portion           $ 1,103,707     $ 1,312,950  

 

Interest expenses from capital lease obligations amounted to $21,191 and $23,791 for the three-month period ended September 30, 2024 and 2023, respectively, which were charged to the condensed consolidated statement of income (loss). Interest expenses from capital lease obligations amounted to $70,835 and $80,252 for the nine-month period ended September 30, 2024 and 2023, respectively, which were charged to the condensed consolidated statement of income (loss).

 

The components of operating lease liabilities as follows:

 

    Imputed   September 30,   December 31,
    Interest rate   2024   2023
Total Operating lease liabilities     4.89%     $ 7,535,062     $ 7,998,908  
Less: Current portion             (498,580 )     (473,653 )
Operating lease liabilities, net of current portion           $ 7,036,482     $ 7,525,255  

 

The weighted average remaining operating lease term at September 30, 2024 was 18 years and the weighted average discounts rate was 4.89%. Lease payments for the three-month period ended September 30, 2024 and 2023, respectively, were $66,387 and $64,866. Lease payments for the nine-month period ended September 30, 2024 and 2023, respectively, were $823,608 and $824,572.

 

Maturities of lease liabilities were as follows:

 

    Financial lease   Operating Lease  
Payable within:                  
the next 12 months   $ 267,867     $ 842,770    
the next 13 to 24 months     267,867       847,056    
the next 25 to 36 months     267,867       854,820    
the next 37 to 48 months     267,867       859,449    
the next 49 to 60 months     267,867       826,953    
thereafter     267,867       8,535,418    
Total     1,607,202       12,766,466    
Less: Amount representing interest     (301,640 )     (5,231,404  
Present value of net minimum lease payments   $ 1,305,562      $ 7,535,062    

 

 

 

v3.24.3
EQUITY
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
EQUITY

NOTE 12 –– EQUITY

 

Restricted Shares

 

A restricted stock award (“RSA”) is an award of common shares that is subject to certain restrictions during a specified period. Restricted stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, straight-line over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is determined based on the closing price of the Company's common stock on the grant date.

 

Retained Earnings – Appropriated

 

In accordance with the relevant PRC regulations and the PRC subsidiaries’ Articles of Association, the Company’s PRC subsidiaries are required to allocate its profit after tax to the following reserve:

 

Statutory Common Reserve Funds

 

SCHC, SYCI, SHSI and DCHC are required each year to transfer at least 10% of the profit after tax as reported under the PRC statutory financial statements to the Statutory Common Reserve Funds until the balance reaches 50% of the registered share capital.  This reserve can be used to make up any loss incurred or to increase share capital.  Except for the reduction of losses incurred, any other application should not result in this reserve balance falling below 25% of the registered capital. As at September 30, 2024 GULF RESOURCES 'statutory provident fund stood at $26.67 million.

 

v3.24.3
TREASURY STOCK
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
TREASURY STOCK

NOTE 13 – TREASURY STOCK

 

As of September 30, 2024 and December 31, 2023, the number of treasury stock of the Company was 285,830 and 285,830, respectively.

 

v3.24.3
STOCK-BASED COMPENSATION
9 Months Ended
Sep. 30, 2024
Compensation Related Costs [Abstract]  
STOCK-BASED COMPENSATION

NOTE 14 – STOCK-BASED COMPENSATION

 

Pursuant to the Company’s 2019 Omnibus Equity Incentive Plan adopted and approved in 2019 (“2019 Plan”), awards under the 2019 Plan is limited in the aggregate to 2,068,398 shares of our common stock, inclusive of the awards that were previously issued and outstanding under the Company’s 2007 Equity Incentive Plan, as amended (the “2007 Plan”). Upon adoption and approval of the 2019 Plan, the 2007 Plan was frozen, no new awards will be granted under the 2007 Plan, and outstanding awards under the 2007 Plan will continue to be governed by the terms and condition of the 2007 Plan and applicable award agreement. As of September 30, 2024, the number of shares of the Company’s common stock available for grant of awards under the 2019 Plan was 561,801 shares.

 

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The risk free rate is based on the yield-to-maturity in continuous compounding of the US Government Bonds with the time-to-maturity similar to the expected tenor of the option granted, volatility is based on the annualized historical stock price volatility of the Company, and the expected life is based on the historical option exercise pattern.

 

For the three months ended September 30, 2024 and 2023, total compensation costs for options issued recorded in the consolidated statement of loss were $0. There were no related tax benefits as a full valuation allowance was recorded in the three months ended September 30, 2024 and 2023. 

 

 The following table summarizes all Company stock option transactions between January 1, 2024 and September 30, 2024.

 

    Number of Option
and Warrants
Outstanding and exercisable
  Weighted- Average Exercise price of Option
and Warrants
  Range of
Exercise Price per Common Share
Balance, January 1, 2024         $        
Granted during the period                  
Exercised during the period                  
Expired during the period         $     $  
Balance, September 30, 2024         $        

 

Stock Options and Warrants Outstanding and Exercisable
                      Weighted Average  
                      Remaining  
      Outstanding at September  30, 2024      

Range of

Exercise Prices

     

Contractual Life

 (Years)

 
Outstanding and exercisable                  

 

All options exercisable and outstanding at September 30, 2024 are fully vested. As of September 30, 2024 there was no unrecognized compensation cost related to outstanding stock options,

 

The aggregate intrinsic value of options outstanding and exercisable as of September 30, 2024 was $0.

 

During the three and nine months ended September 30, 2024 and 2023, there were no options exercised. 

 

 

 

v3.24.3
OTHER EXPENSES
9 Months Ended
Sep. 30, 2024
Other Income and Expenses [Abstract]  
OTHER EXPENSES

NOTE 15 – OTHER EXPENSES

 

In September 2024, the Company retired some fixed assets including aqueducts and wells for a total amount approximately $29,169,008. This decision was made due to the following reasons: (1) the aqueducts exhibits serious water seepage, posed potential damage, and could lead to environmental pollution; (2) the wells were found to have reduced water flow, low brine content and high energy consumption.

 

v3.24.3
INCOME TAXES
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES

NOTE 16 – INCOME TAXES

 

The Company utilizes the asset and liability method of accounting for income taxes in accordance with FASB ASC 740-10.

 

(a)          United States (“US”)

 

Gulf Resources, Inc. may be subject to the United States of America Tax laws at a tax rate of 21%. No provision for the US federal income taxes has been made as the Company had no US taxable income for the three-month and nine-month periods ended September 30, 2024 and 2023, and management believes that its earnings are permanently invested in the PRC.

 

(b)           British Virgin Islands (“BVI”)

 

Upper Class Group Limited, a subsidiary of Gulf Resources, Inc., was incorporated in the BVI and, under the current laws of the BVI, it is not subject to tax on income or capital gain in the BVI. Upper Class Group Limited did not generate assessable profit for the three-month and nine-month periods ended September 30, 2024 and 2023.

 

(c)           Hong Kong

 

HKJI, a subsidiary of Upper Class Group Limited, was incorporated in Hong Kong and is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong Kong.  No provision for income tax has been made as it has no taxable income for the three-month and nine-month periods ended September 30, 2024 and 2023.  The applicable statutory tax rates for the three-month and nine-month periods ended September 30, 2024 and 2023 are 16.5%. There is no dividend withholding tax in Hong Kong.

 

(d)           PRC

 

Enterprise income tax (“EIT”) for SCHC, SYCI, SHSI and DCHC in the PRC is charged at 25% of the assessable profits.

 

The operating subsidiaries SCHC is a wholly foreign-owned enterprises (“FIE”), SYCI, DCHC, and SHSI are incorporated in the PRC and are subject to PRC Local Income Tax Law. The PRC tax losses may be carried forward to be utilized against future taxable profit for ten years for High-tech enterprises and small and medium-sized enterprises of science and technology and for five years for other companies. Tax losses of the operating subsidiaries of the Company may be carried forward for five years.

 

On February 22, 2008, the Ministry of Finance (“MOF”) and the State Administration of Taxation (“SAT”) jointly issued Cai Shui [2008] Circular 1 (“Circular 1”). According to Article 4 of Circular 1, distributions of accumulated profits earned by a FIE prior to January 1, 2008 to foreign investor(s) in 2008 will be exempted from withholding tax (“WHT”) while distribution of the profit earned by an FIE after January 1, 2008 to its foreign investor(s) shall be subject to WHT at 5% effective tax rate.

 

As of September 30, 2024 and December 31, 2023, the accumulated distributable earnings under the Generally Accepted Accounting Principles (GAAP”) of PRC that are subject to WHT are $46,286,602 and $87,160,228, respectively. Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future. Accordingly, as of September 30, 2024 and December 31, 2023, the Company has not recorded any WHT on the cumulative amount of distributable retained earnings of its foreign invested enterprises that are subject to WHT in China. As of September 30, 2024 and December 31, 2023, the unrecognized WHT are $1,342,345 and $3,396,379, respectively.

 

The Company’s income tax returns are subject to the various tax authorities’ examination. The federal, state and local authorities of the United States may examine the Company’s income tax returns filed in the United States for three years from the date of filing. The Company’s US income tax returns since 2016 are currently subject to examination.

 

Inland Revenue Department of Hong Kong (“IRD”) may examine the Company’s income tax returns filed in Hong Kong for seven years from date of filing. For the years 2012 through 2019, HKJI did not report any taxable income. It did not file any income tax returns during these years except for 2014 and 2018. For companies which do not have taxable income, IRD typically issues notification to companies requiring them to file income tax returns once in every four years. The tax returns for 2014 and 2018 have been examined, and there is no Hong Kong Profits Tax was charged.

 

The components of the income tax benefit from continuing operations are:

                                 
   Three-Month Period Ended September 30,  Nine-Month Period Ended September 30,
   2024  2023  2024  2023
Current taxes – PRC  $   $   $(33,224)  $ 
Deferred tax – PRC entities   1,103,697    483,524    3,615,091    876,779 
Total Income tax (expenses) benefits  $1,103,697   $483,524   $3,581,867   $876,779 

        

Significant components of the Company’s deferred tax assets and liabilities at September 30, 2024 and December 31, 2023 are as follows:

 

   September 30,  December 31,
   2024  2023
Deferred tax liabilities  $   $ 
           
Deferred tax assets:          
Exploration costs   1,776,740    1,757,816 
PRC tax losses   15,718,721    11,941,045 
US federal net operating loss   1,765,251    1,694,013 
Total deferred tax assets   19,260,712    15,392,874 
Valuation allowance   (13,605,086)   (13,533,849)
Net deferred tax asset  $5,655,626   $1,859,025 

 

The decrease in valuation allowance for the three-month period ended September 30, 2024 is $14,209.

 

The decrease in valuation allowance for the three-month period ended September 30, 2023 is $12,974.

 

The decrease in valuation allowance for the nine-month period ended September 30, 2024 is $71,237.

 

The decrease in valuation allowance for the nine-month period ended September 30, 2023 is $233,212.

 

There were no unrecognized tax benefits and accrual for uncertain tax positions as of September 30, 2024 and December 31, 20232 and no amounts accrued for penalties and interest for the three and nine months ended September 30, 2024 and 2023.

 

 

 

v3.24.3
BUSINESS SEGMENTS
9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
BUSINESS SEGMENTS

NOTE 17 – BUSINESS SEGMENTS

 

An operating segment’s performance is primarily evaluated based on segment operating income, which excludes share-based compensation expense, certain corporate costs and other income not associated with the operations of the segment. These corporate costs (income) are separately stated below and also include costs that are related to functional areas such as accounting, treasury, information technology, legal, human resources, and internal audit. The Company believes that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of its segments. All the customers are located in PRC.

 

Three-Month

Period Ended

September 30, 2024

  Bromine* 

Crude

 Salt*

 

Chemical

 Products

  Natural Gas 

Segment

 Total

  Corporate   Total
Net revenue
(external customers)
  $1,571,313   $654,039   $   $17,013   $2,242,365   $   $2,242,365 
Net revenue
(intersegment)
                            
Income(loss) from operations before income tax benefit   (4,029,999)   (102,657)   (339,038)   (39,072)   (4,510,766)   (70,843)   (4,581,609)
Income tax benefit (expense)   1,001,067    18,020    84,610        1,103,697        1,103,697 
Income (loss) from operations after
income tax benefit (expense)
   (3,028,932)   (84,637)   (254,428)   (39,072)   (3,407,069)   (70,843)   (3,477,912)
Total assets   89,030,860    48,060,437    54,871,374    1,812,636    193,775,307    109,987    193,885,294 
Depreciation and amortization   3,818,547    649,997    68,221    33,478    4,570,243        4,570,243 
Capital expenditures                            

 

Three-Month

Period Ended

September 30, 2023

  Bromine* 

Crude

 Salt*

 

Chemical

 Products

  Natural Gas 

Segment

 Total

  Corporate  Total
Net revenue
(external customers)
  $4,908,152   $889,556   $   $67,907   $5,865,615   $   $5,865,615 
Net revenue
(intersegment)
                            
Income(loss) from operations before income tax benefit   (2,143,203)   500,469    (397,410)   4,156    (2,035,988)   (257,300)   (2,293,288)
Income tax benefit (expense)   516,927    (125,731)   92,328        483,524        483,524 
Income (loss) from operations after
income tax benefit (expense)
   (1,626,276)   374,738    (305,082)   4,156    (1,552,464)   (257,300)   (1,809,764)
Total assets   159,846,002    11,983,765    105,533,526    1,244,427    278,607,720    285,157    278,892,877 
Depreciation and amortization   4,507,616    180,121    67,692    33,430    4,788,859        4,788,859 
Capital expenditures   15,149,296                15,149,296        15,149,296 

  

* Certain common production overheads, operating and administrative expenses and asset items (mainly cash and certain office equipment) of bromine and crude salt segments in SCHC were split by reference to the average selling price and production volume of the respective segment until April 2022. Commencing May 2022, costs were assigned to the two subsidiaries (SCHC and SHSI) by independent accounting.

 

 

 

NOTE 17 – BUSINESS SEGMENTS – Continued

 

Nine-Month

Period Ended

September 30, 2024

  Bromine* 

Crude

 Salt*

 

Chemical

 Products

  Natural Gas 

Segment

 Total

  Corporate  Total
Net revenue
(external customers)
  $4,576,744   $1,294,645   $   $61,207   $5,932,596   $   $5,932,596 
Net revenue
(intersegment)
                            
Income(loss) from operations before income tax benefit   (13,475,400)   (47,725)   (993,116)   (140,554)   (14,656,795)   (341,230)   (14,998,025)
Income tax benefit (expense)   3,361,390    (15,204)   235,681        3,581,867        3,581,867 
Income (loss) from operations after
income tax benefit (expense)
   (10,114,010)   (62,929)   (757,435)   (140,554)   (11,074,928)   (341,230)   (11,416,158)
Total assets   89,030,860    48,060,437    54,871,374    1,812,636    193,775,307    109,987    193,885,294 
Depreciation and amortization   12,718,202    1,013,663    204,892    100,797    14,037,554        14,037,554 
Capital expenditures   28,923,642    31,602,571            60,526,213        60,526,213 

 

Nine-Month

Period Ended

September 30, 2023

  Bromine* 

Crude

 Salt*

 

Chemical

 Products

  Natural Gas 

Segment

 Total

  Corporate  Total
Net revenue
(external customers)
  $20,734,871   $2,287,672   $   $150,861   $23,173,404   $   $23,173,404 
Net revenue
(intersegment)
                            
Income(loss) from operations before income tax benefit   (3,340,404)   904,482    (1,231,302)   14,011    (3,653,213)   (358,731)   (4,011,944)
Income tax benefit (expense)   800,170    (228,002)   304,611        876,779        876,779 
Income (loss) from operations after
income tax benefit (expense)
   (2,540,234)   676,480    (926,691)   14,011    (2,776,434)   (358,731)   (3,135,165)
Total assets   159,846,002    11,983,765    105,533,526    1,244,427    278,607,720    285,157    278,892,877 
Depreciation and amortization   14,521,943    553,141    207,878    102,662    15,385,624        15,385,624 
Capital expenditures   15,197,648                15,197,648        15,197,648 

  

* Certain common production overheads, operating and administrative expenses and asset items (mainly cash and certain office equipment) of bromine and crude salt segments in SCHC were split by reference to the average selling price and production volume of each respective segment through April 2022. Commencing May 2022, costs were assigned to the two subsidiaries (SCHC and SHSI) by independent accounting.

 

 

 

NOTE 17 – BUSINESS SEGMENTS – Continued

 

                                 
   Three-Month Period Ended September 30,  Nine-Month Period Ended September 30,
Reconciliations  2024  2023  2024  2023
Total segment operating Income (loss)  $(4,510,766)  $(2,035,988)  $(14,656,795)  $(3,653,213)
Corporate costs   (70,843)   (65,148)   (341,230)   (193,287)
Unrealized gain on translation of intercompany balance       (192,152)       (165,444)
Income (loss) from operations   (4,581,609)   (2,293,288)   (14,998,025)   (4,011,944)
Other income, net of expense   (14,971)   33,967    6,236    119,805 
Other Expenses           (29,173,011)    
Income (loss) before taxes  $(4,596,580)  $(2,259,321)  $(44,164,800)  $(3,892,139)

 

The following table shows the major customer(s) (10% or more) for the three-month period ended September 30, 2024.

 

Number  Customer 

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

 1   Shandong Morui Chemical Company Limited  $188   $243   $   $431    19.2%
 2   Shandong Brother Technology Limited  $190   $233   $   $423    18.9%
 3   Shouguang Weidong Chemical Company Limited  $189   $178   $   $367    16.4%

 

The following table shows the major customer(s) (10% or more) for the nine-month period ended September 30, 2024.

 

Number  Customer 

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

 1   Shandong Morui Chemical Company Limited  $543   $462   $   $1,005    16.9%
 2   Shandong Brother Technology Limited  $515   $447   $   $962    16.2%
 3   Shouguang Weidong Chemical Company Limited  $516   $386   $   $902    15.2%

 

The following table shows the major customer(s) (10% or more) for the three-month period ended September 30, 2023.

 

Number  Customer 

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

 1   Shandong Brother Technology Limited  $766   $309   $   $1,075    18.5%
 2   Shandong Morui Chemical Company Limited  $769   $298   $   $1,067    18.4%
 3   Shouguang Weidong Chemical Company Limited  $772   $282   $   $1,054    18.2%

 

The following table shows the major customer(s) (10% or more) for the nine-month period ended September 30, 2023.

 

Number  Customer 

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

 1   Shandong Morui Chemical Company Limited  $3,166   $842   $   $4,008    17.4%
 2   Shandong Brother Technology Limited  $3,077   $768   $   $3,845    16.7%
 3   Shouguang Weidong Chemical Company Limited  $3,087   $677   $   $3,764    16.4%
 4   Shandong Shouguangshen Runfa Marine Chemical Company Limited  $2,532   $   $   $2,532    11%

 

 

v3.24.3
CUSTOMER CONCENTRATION
9 Months Ended
Sep. 30, 2024
Risks and Uncertainties [Abstract]  
CUSTOMER CONCENTRATION

NOTE 18 – CUSTOMER CONCENTRATION

 

During the nine-month period ended September 30, 2024, the Company sold 62.9% of its products to its top five customers. As of September 30, 2024, amounts due from these customers were $948,003.

 

During the nine-month period ended September 30, 2023, the Company sold 68.4% of its products to its top five customers. As of September 30, 2023, amounts due from these customers were $1,485,777.

 

v3.24.3
MAJOR SUPPLIERS
9 Months Ended
Sep. 30, 2024
Disclosure Major Suppliers Abstract  
MAJOR SUPPLIERS

NOTE 19 – MAJOR SUPPLIERS

 

During the nine-month period ended September 30, 2024 the Company purchased 100% of its raw materials from its top four suppliers.  As of September 30, 2024, amounts due to those suppliers were $127,698.

 

During the nine-month period ended September 30, 2023 the Company purchased 100% of its raw materials from its top five suppliers.  As of September 30, 2023, amounts due to those suppliers were $229,260. 

 

v3.24.3
LOSS CONTINGENCIES
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
LOSS CONTINGENCIES

NOTE 20 – LOSS CONTINGENCIES

 

On or about August 3, 2018, written decisions of administration penalty captioned Shou Guo Tu Zi Fa Gao Zi [2018] No. 291, Shou Guo Tu Zi Fa Gao Zi [2018] No. 292, Shou Guo Tu Zi Fa Gao Zi [2018] No. 293, Shou Guo Tu Zi Fa Gao Zi [2018] No. 294, Shou Guo Tu Zi Fa Gao Zi [2018] No. 295 and Shou Guo Tu Zi Fa Gao Zi [2018] No. 296 (together, the “Written Decisions”) were served on Shouguang City Haoyuan Chemical Company Limited (“SCHC”) by Shouguang City Natural Resources and Planning Bureau (the “Bureau”), naming SCHC as respondent respectively thereof. The Decisions challenged the land use of Factory nos. 2, 9, 7, 4, 8 and 10, respectively, and alleged, among other things, that SCHC had illegally occupied and used the land in the total area of approximately 52,674 square meter, on which Factory nos. 2, 9, 7, 4, 8 and 10 were built, respectively. The Written Decisions ordered SCHC, among other things, to return the land subject to the Written Decisions to its respective legal owner, restore the land to its original state, and demolish or confiscate all the buildings and facilities thereon and pay monetary penalty of approximately RMB 1.3 million ($184,000) in the aggregate. Each of the Written Decisions shall be executed within 15 days upon serving on SCHC. Additional interest penalty shall be imposed at a daily rate of 3% in the event that SCHC does not make the monetary penalty payment in a timely manner. Subsequently, the Bureau filed enforcement actions to the People’s Court of Shouguang City, Shandong Province (the “Court”), naming SCHC as enforcement respondent and alleged, among other things, that SCHC failed to perform its obligations under each of the Written Decisions within the specified timeframe. The enforcement proceedings sought court orders to enforce the Written Decisions. On May 5, 2019, written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 384, (2019) Lu 0783 Xing Shen No. 385, (2019) Lu 0783 Xing Shen No. 389, (2019) Lu 0783 Xing Shen No. 390, (2019) Lu 0783 Xing Shen No. 393, and (2019) Lu 0783 Xing Shen No. 394, respectively (together, the “Court Rulings”) were made by the Court in favor of the Bureau. The Court orders, among other relief, to enforce each of the Written Decisions, to return each subject land to its legal owners and demolish or confiscate the buildings and facilities thereon and restore the land to its original state within 10 days from the service of the Court Rulings on SCHC. The Court Rulings became enforceable immediately upon service on SCHC on May 5, 2019.

 

In the last twenty years, to the Company’s knowledge, there were no government regulations requiring bromine manufacturers to obtain land use and planning approval document. As such, the Company believes most of the bromine manufacturers in Shouguang City do not have land use and planning approval documents and lease their land parcels from the village associations. They are facing the same issues in connection with land use and planning as the Company. To the Company’s knowledge, the local government has submitted its plan to solve the issues to higher authority and are waiting for approval from the higher authority.

 

The Company is in the process of resolving the issues in connection with SCHC’s land use and planning diligently. The Company has been in discussions closely with the local government authorities with the help from Shouguang City Bromine Association to seek reliefs and, based on verbal confirmation by local government authorities, believes the administrative penalties imposed by the Bureau according to the Written Decisions are being re-assessed by local government authorities and may be revoked. Pursuant to a Written Application dated October 28, 2019 addressed to the Court by the Bureau, the Bureau withdrew its application for the enforcement proceedings regarding the administrative penalty imposed on Factory No. 7, Factory No. 8 and Factory No. 10. Pursuant to a written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 389 Zhi Yi, dated November 25, 2020, the Court orders to terminate the enforcement of the case captioned (2019) Lu 0783 Xing Shen No. 389. Production of Factory No. 7 was allowed to resume in April 2019. The Company received a notification from the Shouguang City Government in February 2019 informing the Company that Factory No. 1, No. 4, No. 7 and No. 9 have passed inspection and were approved to resume operation

 

In addition, on August 28, 2019, the People’s Government of Shandong Province, issued a regulation titled “Investment Project Management Requirements of Chemical Companies in Shandong Province” permitting the construction of facilities on existing sites or infrastructure of bromine manufacturing and other chemical industry-related types of projects (clause 11 of section 3). The Company believes that the goal of the government is to standardize and regulate the industry and not to demolish the facilities or penalize the manufacturers. As of the date of this report, the Company has not been notified by the local government that it will take any measure to enforce the administrative penalties. Based on information known to date, the Company believes that it is remote that the Written Decisions or Court Rulings will be enforced within the expected timeframe and a material penalty or costs and expenses against the Company will result. However, there can be no assurance that there will not be any further enforcement action, the occurrence of which may result in further liabilities, penalties and operational disruption.

 

In view of the above facts and circumstances, the Company believes that it is not necessary to accrue for any estimated losses or impairment as of September 30, 2024.

 

v3.24.3
SUBSEQUENT EVENT
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENT

NOTE 21 - SUBSEQUENT EVENT

 

Not Applicable

v3.24.3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Consolidation

(a)           Basis of Presentation and Consolidation

 

The accompanying unaudited consolidated financial statements have been prepared by Gulf Resources, Inc. (“Gulf Resources”), a Nevada corporation and its subsidiaries (collectively, the “Company”).

 

The consolidated financial statements include the accounts of Gulf Resources, Inc. and its wholly-owned subsidiary, Upper Class Group Limited, a company incorporated in the British Virgin Islands, which owns 100% of Hong Kong Jiaxing Industrial Limited, a company incorporated in Hong Kong (“HKJI”). HKJI owns 100% of Shouguang City Haoyuan Chemical Company Limited (“SCHC”) which owns 100% of Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”) ,Daying County Haoyuan Chemical Company Limited (“DCHC”) and Shouguang Hengde Salt Industry Co. Ltd. (“SHSI”).  All material intercompany transactions have been eliminated on consolidation.

 

Nature of Business

(b)        Nature of Business

 

The Company manufactures and trades bromine through its wholly-owned subsidiary, Shouguang City Haoyuan Chemical Company Limited (“SCHC”); manufactures and trades crude salt through its wholly-owned subsidiary, SHSI; and manufactures chemical products for use in the oil industry, pesticides, paper manufacturing industry and for human and animal antibiotics through its wholly-owned subsidiary, Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”) in the People’s Republic of China (“PRC”). DCHC was established to further explore and develop natural gas and brine resources (including bromine and crude salt) in the PRC. DCHC’s business commenced trial operation in January 2019 but has temporarily suspended production insince May 2019 as required by the government to obtain project approval (see Note 1 (b)(iii)).

 

On March 11, 2020, the World Health Organization (WHO) officially declared COVID-19 a pandemic. While not fully quantifiable, the Company believes this situation did not have a material adverse impact on its operating results in the year of 2021. In 2022, COVID may have had a slightly more effect. The government conducted frequent unannounced inspections, which caused some disruption to production. In addition, the Company believes the government’s focusing on COVID may have slightly delayed the approval process for one or more of the closed factories. The virus outbreak and resulting supply chain issues has impacted the overall Chinese economy and thus impacted demand from end customers. It has delayed the delivery of machinery and other equipment for the Company’s Yuxin Chemical factory causing a postponement in its completion and opening. The Company believes the virus outbreak has delayed the finalization of the Sichuan Province environmental plan, causing a further delay for the Company’s project in Sichuan Province.

 

(i) Bromine and Crude Salt Segments

 

In February 2019, the Company received a notification from the local government of Yangkou County that its Factory No. 1, No. 4, No. 7 and No. 9 passed inspection and could resume operations. In April 2019, Factory No.1, and Factory No.7 resumed operation.

  

On November 25, 2019, the government of Shouguang City issued a notice ordering all bromine facilities in Shouguang City, including the Company’s bromine facilities, including Factory No. 1 and Factory No. 7, to temporarily stop production from December 16, 2019 to February 10, 2020. Subsequently, due to the coronavirus outbreak in China, the local government ordered those bromine facilities to postpone the commencement of production. Subsequently, the Company received an approval dated February 27, 2020 issued by the local governmental authority allowing the Company to resume production after the winter temporary closure. Further, the Company received another approval from the Shouguang Yangkou People’s Government dated March 5, 2020 allowing the Company to resume production at its bromine factories No. 1, No. 4, No.7 and No. 9 in order to meet the needs of bromide products for epidemic prevention and control (the “March 2020 Approval”). The Company’s Factories No. 1 and No. 7 commenced trial production in mid-March 2020 and commercial production on April 3, 2020 and its Factories No. 4 and No. 9 commenced commercial production on May 6, 2020. The Company received an oral notification from the government for its Factory No. 8, which permits the Factory No. 8 to resume production in August 2022.

 

The Company is still waiting for governmental approval for Factories No. 2 and No. 10. To our knowledge, the government is currently completing its planning process for all mining areas including that for prevention of flood. As a result, we may be required to make some modifications to our current wells and aqueducts prior to commencement of operations of these factories to satisfy the local government's requirements.

 

Pursuant to the notification from the government of Shouguang City, all bromine facilities in Shouguang City were temporarily closed from December 10, 2022 until February 1, 2023 8:00 AM China Time. To comply with such notification, the Company had temporarily stopped production at its bromine facilities during the aforesaid period and reopened the operating bromine and crude salt factories in February, 2023.

 

In April 2022, Shouguang Hengde Salt Industry Co. Ltd, our subsidiary, was incorporated in Shandong Province, China, for crude salt production and trading. This subsidiary was created in response to a new government policy that requires bromine and crude salt companies to have separate registrations. The creation of this subsidiary and the separation of bromine and crude salt does not impact sales or overall profits. However, the establishment of this subsidiary has resulting in a reallocation of costs between bromine and crude salt.

 

(ii) Chemical Segment

 

On November 24, 2017, the Company received a letter from the Government of Yangkou County, Shouguang City notifying the Company to relocate its two chemical production plants located in the second living area of the Qinghe Oil Extraction to the Bohai Marine Fine Chemical Industrial Park (“Bohai Park”). This was because the two plants were located in a residential area and their production activities impacted the living environment of the residents. This was as a result of the country’s effort to improve the development of the chemical industry, manage safe production and curb environmental pollution accidents effectively, and ensure the quality of the living environment of residents. All chemical enterprises which did not comply with the requirements of the safety and environmental protection regulations were ordered to shut down.

 

In December 2017, the Company secured from the government the land use rights for its chemical plants located at the Bohai Park and in June 2018, the Company presented a completed construction design draft and other related documents to the local authorities for approval. In January 2020, the Company received the environmental protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory. The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020 and basically completed the civil works by the end of June 2021. On November 15, 2021, the Company announced that due to the supply chain issues as well as the electric restrictions in China, the delivery of some equipment, the equipment installation and testing and beginning trial production at the chemical factory had been delayed. On February 22, 2022, the Company announced that discussions with the government have convinced management that the electricity restrictions were eased. Accordingly, the Company contacted its suppliers and expect to have the remainder of the equipment produced and delivered, so the Company can complete installation and begin testing and trial production.

 

The COVID restrictions and resulting national and international supply chain issues as well as governmental permit issues have caused delays in receiving some previously ordered machinery and equipment. The Company is working with its existing suppliers and may identify new suppliers so that it can complete construction of its factory based on accelerated delivery. Currently, the Company is unable to estimate when the construction can be completed and the production can begin.

 

On March 23, 2023, the Company issued a press release detailing the delays in the opening of its Yuxin chemical factory due to COVID and stricter government regulations. As noted in the press release, the Company believes that once all of the equipment is delivered, it will take 3 to 4 months to install the equipment. After installation, the testing process is anticipated to take 2 to 3 months, after which the Company will be in a position to apply for environmental and safety approval. After the Company has obtained environmental and safety approval, it will take us 4 months to conduct trial production, and then the Company may start commercial production.

 

On July 26, 2023, the Company announced that the delivery of the remaining equipment for its Yuxin chemical factory has been temporarily delayed and the Company will re-evaluate its chemical products strategy.

 

The Company believes the relocation process will cost approximately $69 million in total. The Company incurred relocation costs comprising prepaid land lease, professional fees related to the design of the new chemical factory, and progress payment and deposit for the construction of the new factory building in the amount of $45,584,344 and $45,584,344, which were recorded in the prepaid land leases and property, plant and equipment in the consolidated balance sheets as of September 30, 2024 and December 31, 2023. The Company does not believe the delay in opening the factory will materially impact the overall cost of the project.

 

(iii) Natural Gas Segment

 

In January 2017, the Company completed the first brine water and natural gas well field construction in Daying located in Sichuan Province, China, and commenced trial production in January 2019. On May 29, 2019, the Company received a verbal notice from the government of Tianbao Town, Daying County, Sichuan Province, whereby the Company is required to obtain project approval for its well located in Daying, including the whole natural gas and brine water project, and approvals for safety production inspection, environmental protection assessment, and to solve the related land issue. Until these approvals have been received, the Company has to temporarily halt trial production at its natural gas well in Daying. In compliance with the Chinese government new policies, the Company is also required to obtain an exploration license and a mining license for bromine and natural gas, respectively. Pursuant to the Opinions of the Ministry of Natural Resources on Several Issues in Promoting the Reform of Mineral Resources Management (Trial) promulgated by the Ministry of Natural Resources of PRC on January 9, 2020, which came into effect on May 1, 2020, privately owned enterprises are allowed to participate in the natural gas production. The Company plans to proceed with its applications for the natural gas and brine project approvals with related government departments until the governmental planning has been finalized.

 

Use of Estimates

(c)           Use of Estimates

 

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The most significant accounting estimates with regard to these consolidated financial statements that require the most significant and subjective judgments include, but are not limited to, useful lives of property, plant and equipment,recoverability of long-lived assets, determination of impairment losses, assessment of market value of inventories and provision for inventory obsolescence, allowance for doubtful accounts, recognition and measurement of deferred income taxes, valuation allowance for deferred tax assets, and assumptions used for the valuation of share based payments. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

 

Cash and Cash Equivalents

(d)           Cash and Cash Equivalents

 

Cash and cash equivalents consist of all cash balances and highly liquid investments with original maturities of three months or less.Because of short maturity of these investments, the carrying amounts approximate their fair values.

 

Allowance for Doubtful Accounts

(e)           Allowance for Doubtful Accounts

 

We make estimates of the uncollectibility of accounts receivable, especially analyzing accounts receivable and historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms, when evaluating the adequacy of the allowance for doubtful accounts. Credit evaluations are undertaken for all major sale transactions before shipment is authorized. On a quarterly basis, we evaluate aged items in the accounts receivable aging report and provide an allowance in an amount we deem adequate for doubtful accounts. If management were to make different judgments or utilize different estimates, material differences in the amount of our reported operating expenses could result.

 

Concentration of Credit Risk

(f)           Concentration of Credit Risk

 

The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable and cash and cash equivalents. Substantially all of the Company’s cash and cash equivalents are maintained with financial institutions in the PRC, namely, Industrial and Commercial Bank of China Limited, China Merchants Bank Company Limited and Sichuan Rural Credit Union, which are not insured or otherwise protected. The Company placed $11,237,493 and $72,223,894 with these institutions as of September 30, 2024 and December 31, 2023, respectively.  The Company has not experienced any losses in such accounts in the PRC.

 

 

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

Property, Plant and Equipment

(g)           Property, Plant and Equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Expenditures for new facilities or equipment, and major expenditures for betterment of existing facilities or equipment are capitalized and depreciated, when available for intended use, using the straight-line method at rates sufficient to depreciate such costs less 5% residual value over the estimated productive lives. All other ordinary repair and maintenance costs are expensed as incurred.

 

Mineral rights are recorded at cost less accumulated depreciation and any impairment losses. Mineral rights are amortized ratably over the term of the lease, or the equivalent term under the units of production method, whichever is shorter.

 

Construction in process primarily represents direct costs of construction of property, plant and equipment. Costs incurred are capitalized and transferred to property, plant and equipment upon completion and depreciation will commence when the completed assets are placed in service. 

 

The Company’s depreciation and amortization policies on property, plant and equipment, other than mineral rights and construction in process, are as follows:

 

Useful life

(in years) 

Buildings (including salt pans)   8 - 20
Plant and machinery (including protective shells, transmission channels and ducts)   3 - 8
Motor vehicles   5
Furniture, fixtures and equipment   3 - 8

 

Property, plant and equipment under the capital lease are depreciated over their expected useful lives on the same basis as owned assets, or where shorter, the term of the lease.

 

Producing oil and gas properties are depreciated on a unit-of-production basis over the proved developed reserves. Common facilities that are built specifically to service production directly attributed to designate oil and gas properties are depreciated based on the proved developed reserves of the respective oil and gas properties on a pro-rata basis. Common facilities that are not built specifically to service identified oil and gas properties are depreciated using the straight-line method over their estimated useful lives. Costs associated with significant development projects are not depreciated until commercial production commences and the reserves related to those costs are excluded from the calculation of depreciation.

 

Retirement Benefits

(h)           Retirement Benefits

 

Pursuant to the relevant laws and regulations in the PRC, the Company participates in a defined contribution retirement plan for its employees arranged by a governmental organization. The Company makes contributions to the retirement plan at the applicable rate based on the employees’ salaries. The required contributions under the retirement plans are charged to the condensed consolidated statement of loss on an accrual basis when they are due. The Company’s contributions totaled $99,035 and $121,941 for the three-month period ended September 30, 2024 and 2023, respectively, and totaled $322,448 and $405,664 for the nine-month period ended September 30, 2024 and 2023, respectively.

 

Revenue Recognition

(i)           Revenue Recognition

 

Net revenue is net of discount and value added tax and comprises the sale of bromine, crude salt and chemical products. Revenue is recognized when the control of the promised goods is transferred to the customers in an amount that reflects the consideration that the Company expects to receive from the customers in exchange for those goods. The acknowledgement of receipt of goods by the customers is when control of the product is deemed to be transferred. Invoicing occurs upon acknowledgement of receipt of the goods by the customers. Customers have no rights to return the goods upon acknowledgement of receipt of goods. Revenue from contracts with customers is disaggregated in Note 14.

 

 

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

Recoverability of Long-lived Assets

(j)           Recoverability of Long-lived Assets

 

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-35“Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment.

 

The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets.

 

For the three and nine months period ended September 30, 2024 and 2023, the Company determined that there were no events or circumstances indicating possible impairment of its long-lived assets.

 

Basic and Diluted Earnings per Share of Common Stock

(k)           Basic and Diluted Earnings per Share of Common Stock

 

Basic earnings per common share are based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive, i.e. the exercise prices of the outstanding stock options were greater than the market price of the common stock. Anti-dilutive common stock equivalents which were excluded from the calculation of number of dilutive common stock equivalents amounted to 0 and 0 shares for the three-month periods ended September 30, 2024 and 2023, respectively.

 

Because the Company reported a net loss for the three-month periods ended September 30, 2024 and 2023, common stock equivalents including stock options and warrants were anti-dilutive, therefore the amounts reported for basic and diluted loss per share were the same.

 

 

 

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

Reporting Currency and Translation

(l)           Reporting Currency and Translation

 

The financial statements of the Company’s foreign subsidiaries are measured using the local currency, Renminbi (“RMB”), as the functional currency; whereas the functional currency and reporting currency of the Company is the United States dollar (“USD” or “$”).

 

As such, the Company uses the “current rate method” to translate its PRC operations from RMB into USD, as required under FASB ASC 830 “Foreign Currency Matters”. The assets and liabilities of its PRC operations are translated into USD using the rate of exchange prevailing at the balance sheet date. The capital accounts are translated at the historical rate. Adjustments resulting from the translation of the balance sheets of the Company’s PRC subsidiaries are recorded in stockholders’ equity as part of accumulated other comprehensive loss. The statement of loss and comprehensive loss is translated at average rate during the reporting period. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized in net loss for the reporting periods as part of general and administrative expense. The statement of cash flows is translated at average rate during the reporting period, with the exception of the consideration paid for the acquisition of business which is translated at historical rates.

 

Foreign Operations

(m)           Foreign Operations

 

All of the Company’s operations and assets are located in PRC.  The Company may be adversely affected by possible political or economic events in this country.  The effect of these factors cannot be accurately predicted.

 

Inventories

(n)           Inventories.

 

Inventories are stated at the lower of cost, determined on a first-in first-out cost basis, or net realizable value. Costs of work-in-progress and finished goods comprise direct materials, direct labor and an attributable portion of manufacturing overhead. Net realizable value is based on estimated selling price less costs to complete and selling expenses.

  

Leases

(o)       Leases

 

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets.

 

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized at January 1, 2019 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

The Company does not recognize operating lease ROU assets and liabilities arising from lease arrangements with lease term of twelve months or less.

 

Stock-based Compensation

(p)        Stock-based Compensation

 

Stock-based awards issued to employees are recorded at their fair values estimated at grant date using the Black-Scholes model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. Consistent with the accounting requirement for employee stock-based awards, nonemployee stock-based awards are measured at the grant-date fair value of the equity instruments that the Company is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

  

The Company has elected to account for the forfeiture of stock-based awards as they occur.

 

Loss Contingencies

(q)        Loss Contingencies

 

The Company accrues for loss contingencies relating to legal matters, including litigation defense costs, claims and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and could be reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to accruals are reflected in earnings (loss) in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of such liabilities may be materially different from previous estimates.

 

Income Tax

(r)        Income Tax

 

The Company accounts for income taxes in accordance with the Income Taxes Topic of the FASB ASC, which requires the use of the liability method of accounting for deferred income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their reported amounts at each period end. Deferred tax assets and liabilities are measured using tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The deferred income tax effects of a change in tax rates are recognized in the period of enactment. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The guidance also provides criteria for the recognition, measurement, presentation and disclosures of uncertain tax positions. A tax benefit from an uncertain tax position may be recognized if it is “more likely than not” that the position is sustainable based solely on its technical merits. Interests and penalties associated with unrecognized tax benefits are included within the (benefit from) provision for income tax in the consolidated statement of income (loss).

 

New Accounting Pronouncements

(s)        New Accounting Pronouncements

  

Recent accounting pronouncements adopted

 

There were no recent accounting pronouncements adopted during the nine months ended September 30, 2024.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. For public entities, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For the Company which is a smaller reporting company, ASU No. 2019-10 extends the effective dates for two years. The Company is currently evaluating the effect of this on the condensed consolidated financial statements and related disclosure.

 

Fair Value Measurement

(t)      Fair Value Measurement

 

 

The Company applies Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements.

 

ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.

 

ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

 

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 inputs to the valuation methodology include quoted prices for identical or similar assets and liabilities in active markets or in inactive markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

 

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

The carrying amounts of the Company’s financial instruments approximate their fair values because of their short-term nature. The Company’s financial instruments include cash, accounts receivable, amounts due to related parties, accounts payable and other current payables. There were no material unrecognized financial assets and liabilities as of September 30, 2024 and 2023.

v3.24.3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment Useful Life

The Company’s depreciation and amortization policies on property, plant and equipment, other than mineral rights and construction in process, are as follows:

 

Useful life

(in years) 

Buildings (including salt pans)   8 - 20
Plant and machinery (including protective shells, transmission channels and ducts)   3 - 8
Motor vehicles   5
Furniture, fixtures and equipment   3 - 8
v3.24.3
ACCOUNTS RECEIVABLE, NET (Tables)
9 Months Ended
Sep. 30, 2024
Credit Loss [Abstract]  
Accounts Receivable, Net - Schedule of Accounts, Notes, Loans and Financing Receivable

Accounts receivable net consist of:

  

   September 30,
2024
  December 31,
2023
       
Accounts receivable  $1,212,209   $4,890,756 
Allowance for doubtful debt   (25,329)   (25,060)
Accounts receivable, net  $1,186,880   $4,865,696 
v3.24.3
INVENTORIES (Tables)
9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Inventories - Schedule of Inventories, Current

Inventories consist of:

 

   September 30,
2024
  December 31,
2023
       
Raw materials  $29,833   $32,840 
Finished goods   660,458    804,046 
Less: impairment   (262,452)   (259,657)
Inventory, net  $427,839   $577,229 
v3.24.3
PROPERTY, PLANT AND EQUIPMENT, NET (Tables)
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment

Property, plant and equipment, net consist of the following:

 

   September 30,
2024
  December 31,
2023
At cost:          
Mineral rights  $2,752,312   $2,722,997 
Buildings   70,248,967    29,863,200 
Plant and machinery   147,561,812    185,738,906 
Furniture, fixtures and office equipment   1,472,228    1,456,547 
Motor vehicles   127,430    126,072 
Construction in process   10,418,458    10,307,491 
Total   232,581,207    230,215,213 
Less: Accumulated depreciation and amortization   (81,900,223)   (108,027,190)
     Impairment        
Net book value  $150,680,984   $122,188,023 
v3.24.3
FINANCE LEASE RIGHT-OF-USE ASSETS (Tables)
9 Months Ended
Sep. 30, 2024
Finance Lease Right-of-use Assets  
Finance Lease Right-Of-Use Assets - Schedule of Property, Plant and Equipment Under Finance Leases

Property, plant and equipment under finance leases, net consist of the following:

 

   September 30,
2024
  December 31,
2023
At cost:          
Buildings   $213,868   $211,590 
Total   213,868    211,590 
Less: Accumulated depreciation and amortization   (133,724)   (128,475)
Net book value  $80,144   $83,115 
v3.24.3
PAYABLE AND ACCRUED EXPENSES (Tables)
9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Liabilities

Accounts payable, other payable and accrued expenses consist of the following:

 

   September 30,  December 31,
   2024  2023
Accounts payable  $128,696   $206,984 
Salary payable   215,711    216,253 
Social security insurance contribution payable   174,253    172,398 
Other payable-related party       88,086 
Accrued expense for construction   5,447,458    5,389,437 
Accrued expense-others   9,809,027    2,760,778 
Total  $15,775,145   $8,833,936 
v3.24.3
RELATED PARTY TRANSACTIONS (Tables)
9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions - Schedule of Related Party Transactions
   September 30,  December 31,
   2024  2023
Amount due to related parties:          
Yang Ming  $420,969   $416,484 
Liu Xiaobin   887,214    887,214 
Li Min   645,291    641,480 
Miao Naihui   645,291    641,480 
Total  $2,598,765   $2,586,658 
v3.24.3
TAXES PAYABLE (Tables)
9 Months Ended
Sep. 30, 2024
Taxes Payable  
Taxes Payable - Schedule of Taxes Payable
   September 30,  December 31,
   2024  2023
Land use tax payable  $19,817   $24,689 
Value added tax and other taxes payable   125,825    450,941 
Total  $145,642   $475,630 
v3.24.3
LEASE LIABILITIES-FINANCE AND OPERATING LEASE (Tables)
9 Months Ended
Sep. 30, 2024
Lease Liabilities-finance And Operating Lease  
Lease Liabilities - Finance and Operating Lease - Schedule of Finance and Operating Leased Liabilities

The components of finance lease liabilities were as follows:

 

    Imputed   September 30,   December 31,
    Interest rate   2024   2023
Total finance lease liability     6.7%     $ 1,305,562     $ 1,485,575  
Less: Current portion             (201,855 )     (172,625 )
Finance lease liability, net of current portion           $ 1,103,707     $ 1,312,950  

 

Interest expenses from capital lease obligations amounted to $21,191 and $23,791 for the three-month period ended September 30, 2024 and 2023, respectively, which were charged to the condensed consolidated statement of income (loss). Interest expenses from capital lease obligations amounted to $70,835 and $80,252 for the nine-month period ended September 30, 2024 and 2023, respectively, which were charged to the condensed consolidated statement of income (loss).

 

The components of operating lease liabilities as follows:

 

    Imputed   September 30,   December 31,
    Interest rate   2024   2023
Total Operating lease liabilities     4.89%     $ 7,535,062     $ 7,998,908  
Less: Current portion             (498,580 )     (473,653 )
Operating lease liabilities, net of current portion           $ 7,036,482     $ 7,525,255  
Lease Liabilities - Finance and Operating Lease - Schedule of Financing and Operating Lease Maturities

Maturities of lease liabilities were as follows:

 

    Financial lease   Operating Lease  
Payable within:                  
the next 12 months   $ 267,867     $ 842,770    
the next 13 to 24 months     267,867       847,056    
the next 25 to 36 months     267,867       854,820    
the next 37 to 48 months     267,867       859,449    
the next 49 to 60 months     267,867       826,953    
thereafter     267,867       8,535,418    
Total     1,607,202       12,766,466    
Less: Amount representing interest     (301,640 )     (5,231,404  
Present value of net minimum lease payments   $ 1,305,562      $ 7,535,062    
v3.24.3
STOCK-BASED COMPENSATION (Tables)
9 Months Ended
Sep. 30, 2024
Compensation Related Costs [Abstract]  
Stock-Based Compensation - Schedule of Stock Option Activity

 The following table summarizes all Company stock option transactions between January 1, 2024 and September 30, 2024.

 

    Number of Option
and Warrants
Outstanding and exercisable
  Weighted- Average Exercise price of Option
and Warrants
  Range of
Exercise Price per Common Share
Balance, January 1, 2024         $        
Granted during the period                  
Exercised during the period                  
Expired during the period         $     $  
Balance, September 30, 2024         $        
Stock-Based Compensation - Schedule of Stock Options Outstanding and Exercisable
Stock Options and Warrants Outstanding and Exercisable
                      Weighted Average  
                      Remaining  
      Outstanding at September  30, 2024      

Range of

Exercise Prices

     

Contractual Life

 (Years)

 
Outstanding and exercisable                  
v3.24.3
INCOME TAXES (Tables)
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes - Schedule of Components of Income Tax Expense Benefit

The components of the income tax benefit from continuing operations are:

                                 
   Three-Month Period Ended September 30,  Nine-Month Period Ended September 30,
   2024  2023  2024  2023
Current taxes – PRC  $   $   $(33,224)  $ 
Deferred tax – PRC entities   1,103,697    483,524    3,615,091    876,779 
Total Income tax (expenses) benefits  $1,103,697   $483,524   $3,581,867   $876,779 
Income Taxes - Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities at September 30, 2024 and December 31, 2023 are as follows:

 

   September 30,  December 31,
   2024  2023
Deferred tax liabilities  $   $ 
           
Deferred tax assets:          
Exploration costs   1,776,740    1,757,816 
PRC tax losses   15,718,721    11,941,045 
US federal net operating loss   1,765,251    1,694,013 
Total deferred tax assets   19,260,712    15,392,874 
Valuation allowance   (13,605,086)   (13,533,849)
Net deferred tax asset  $5,655,626   $1,859,025 
v3.24.3
BUSINESS SEGMENTS (Tables)
9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment [Table Text Block]

Three-Month

Period Ended

September 30, 2024

  Bromine* 

Crude

 Salt*

 

Chemical

 Products

  Natural Gas 

Segment

 Total

  Corporate   Total
Net revenue
(external customers)
  $1,571,313   $654,039   $   $17,013   $2,242,365   $   $2,242,365 
Net revenue
(intersegment)
                            
Income(loss) from operations before income tax benefit   (4,029,999)   (102,657)   (339,038)   (39,072)   (4,510,766)   (70,843)   (4,581,609)
Income tax benefit (expense)   1,001,067    18,020    84,610        1,103,697        1,103,697 
Income (loss) from operations after
income tax benefit (expense)
   (3,028,932)   (84,637)   (254,428)   (39,072)   (3,407,069)   (70,843)   (3,477,912)
Total assets   89,030,860    48,060,437    54,871,374    1,812,636    193,775,307    109,987    193,885,294 
Depreciation and amortization   3,818,547    649,997    68,221    33,478    4,570,243        4,570,243 
Capital expenditures                            

 

Three-Month

Period Ended

September 30, 2023

  Bromine* 

Crude

 Salt*

 

Chemical

 Products

  Natural Gas 

Segment

 Total

  Corporate  Total
Net revenue
(external customers)
  $4,908,152   $889,556   $   $67,907   $5,865,615   $   $5,865,615 
Net revenue
(intersegment)
                            
Income(loss) from operations before income tax benefit   (2,143,203)   500,469    (397,410)   4,156    (2,035,988)   (257,300)   (2,293,288)
Income tax benefit (expense)   516,927    (125,731)   92,328        483,524        483,524 
Income (loss) from operations after
income tax benefit (expense)
   (1,626,276)   374,738    (305,082)   4,156    (1,552,464)   (257,300)   (1,809,764)
Total assets   159,846,002    11,983,765    105,533,526    1,244,427    278,607,720    285,157    278,892,877 
Depreciation and amortization   4,507,616    180,121    67,692    33,430    4,788,859        4,788,859 
Capital expenditures   15,149,296                15,149,296        15,149,296 

  

* Certain common production overheads, operating and administrative expenses and asset items (mainly cash and certain office equipment) of bromine and crude salt segments in SCHC were split by reference to the average selling price and production volume of the respective segment until April 2022. Commencing May 2022, costs were assigned to the two subsidiaries (SCHC and SHSI) by independent accounting.

 

 

 

NOTE 17 – BUSINESS SEGMENTS – Continued

 

Nine-Month

Period Ended

September 30, 2024

  Bromine* 

Crude

 Salt*

 

Chemical

 Products

  Natural Gas 

Segment

 Total

  Corporate  Total
Net revenue
(external customers)
  $4,576,744   $1,294,645   $   $61,207   $5,932,596   $   $5,932,596 
Net revenue
(intersegment)
                            
Income(loss) from operations before income tax benefit   (13,475,400)   (47,725)   (993,116)   (140,554)   (14,656,795)   (341,230)   (14,998,025)
Income tax benefit (expense)   3,361,390    (15,204)   235,681        3,581,867        3,581,867 
Income (loss) from operations after
income tax benefit (expense)
   (10,114,010)   (62,929)   (757,435)   (140,554)   (11,074,928)   (341,230)   (11,416,158)
Total assets   89,030,860    48,060,437    54,871,374    1,812,636    193,775,307    109,987    193,885,294 
Depreciation and amortization   12,718,202    1,013,663    204,892    100,797    14,037,554        14,037,554 
Capital expenditures   28,923,642    31,602,571            60,526,213        60,526,213 

 

Nine-Month

Period Ended

September 30, 2023

  Bromine* 

Crude

 Salt*

 

Chemical

 Products

  Natural Gas 

Segment

 Total

  Corporate  Total
Net revenue
(external customers)
  $20,734,871   $2,287,672   $   $150,861   $23,173,404   $   $23,173,404 
Net revenue
(intersegment)
                            
Income(loss) from operations before income tax benefit   (3,340,404)   904,482    (1,231,302)   14,011    (3,653,213)   (358,731)   (4,011,944)
Income tax benefit (expense)   800,170    (228,002)   304,611        876,779        876,779 
Income (loss) from operations after
income tax benefit (expense)
   (2,540,234)   676,480    (926,691)   14,011    (2,776,434)   (358,731)   (3,135,165)
Total assets   159,846,002    11,983,765    105,533,526    1,244,427    278,607,720    285,157    278,892,877 
Depreciation and amortization   14,521,943    553,141    207,878    102,662    15,385,624        15,385,624 
Capital expenditures   15,197,648                15,197,648        15,197,648 

  

* Certain common production overheads, operating and administrative expenses and asset items (mainly cash and certain office equipment) of bromine and crude salt segments in SCHC were split by reference to the average selling price and production volume of each respective segment through April 2022. Commencing May 2022, costs were assigned to the two subsidiaries (SCHC and SHSI) by independent accounting.

 

 

 

NOTE 17 – BUSINESS SEGMENTS – Continued

 

Business Segments - Schedule of Segment Reconciliations
                                 
   Three-Month Period Ended September 30,  Nine-Month Period Ended September 30,
Reconciliations  2024  2023  2024  2023
Total segment operating Income (loss)  $(4,510,766)  $(2,035,988)  $(14,656,795)  $(3,653,213)
Corporate costs   (70,843)   (65,148)   (341,230)   (193,287)
Unrealized gain on translation of intercompany balance       (192,152)       (165,444)
Income (loss) from operations   (4,581,609)   (2,293,288)   (14,998,025)   (4,011,944)
Other income, net of expense   (14,971)   33,967    6,236    119,805 
Other Expenses           (29,173,011)    
Income (loss) before taxes  $(4,596,580)  $(2,259,321)  $(44,164,800)  $(3,892,139)
Business Segments - Schedule of Revenue by Major Customers

The following table shows the major customer(s) (10% or more) for the three-month period ended September 30, 2024.

 

Number  Customer 

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

 1   Shandong Morui Chemical Company Limited  $188   $243   $   $431    19.2%
 2   Shandong Brother Technology Limited  $190   $233   $   $423    18.9%
 3   Shouguang Weidong Chemical Company Limited  $189   $178   $   $367    16.4%

 

The following table shows the major customer(s) (10% or more) for the nine-month period ended September 30, 2024.

 

Number  Customer 

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

 1   Shandong Morui Chemical Company Limited  $543   $462   $   $1,005    16.9%
 2   Shandong Brother Technology Limited  $515   $447   $   $962    16.2%
 3   Shouguang Weidong Chemical Company Limited  $516   $386   $   $902    15.2%

 

The following table shows the major customer(s) (10% or more) for the three-month period ended September 30, 2023.

 

Number  Customer 

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

 1   Shandong Brother Technology Limited  $766   $309   $   $1,075    18.5%
 2   Shandong Morui Chemical Company Limited  $769   $298   $   $1,067    18.4%
 3   Shouguang Weidong Chemical Company Limited  $772   $282   $   $1,054    18.2%

 

The following table shows the major customer(s) (10% or more) for the nine-month period ended September 30, 2023.

 

Number  Customer 

Bromine

(000’s)

 

Crude Salt

(000’s)

 

Chemical Products

(000’s)

 

Total

Revenue

 (000’s)

 

Percentage of

Total

Revenue (%)

 1   Shandong Morui Chemical Company Limited  $3,166   $842   $   $4,008    17.4%
 2   Shandong Brother Technology Limited  $3,077   $768   $   $3,845    16.7%
 3   Shouguang Weidong Chemical Company Limited  $3,087   $677   $   $3,764    16.4%
 4   Shandong Shouguangshen Runfa Marine Chemical Company Limited  $2,532   $   $   $2,532    11%
v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment Useful Life (Details)
Sep. 30, 2024
Buildings (including salt pans) | Minimum  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 8 years
Buildings (including salt pans) | Maximum  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 20 years
Plant and Machinery (including protective shells, transmission channels and ducts) | Minimum  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 3 years
Plant and Machinery (including protective shells, transmission channels and ducts) | Maximum  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 8 years
Motor Vehicles  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 5 years
Furniture, Fixtures and Equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 3 years
Furniture, Fixtures and Equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 8 years
v3.24.3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Cash $ 11,237,493   $ 11,237,493   $ 72,223,894
Company's contributions to the retirement plan $ 99,035 $ 121,941 322,448 $ 405,664  
Anti-dilutive common stock equivalents excluded from calculation 0 0      
Chemical Products          
Approximate cost of relocation process $ 69,000,000   69,000,000    
Property, plant and equipment, capitalized costs $ 45,584,344   $ 45,584,344   $ 45,584,344
v3.24.3
Accounts Receivable, Net - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Credit Loss [Abstract]    
Accounts receivable $ 1,212,209 $ 4,890,756
Allowance for doubtful debt (25,329) (25,060)
Accounts receivable, net $ 1,186,880 $ 4,865,696
v3.24.3
ACCOUNTS RECEIVABLE, NET (Details Narrative)
9 Months Ended
Sep. 30, 2024
USD ($)
Credit Loss [Abstract]  
Increase in accounts receivable $ 3,678,816
v3.24.3
Inventories - Schedule of Inventories, Current (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials $ 29,833 $ 32,840
Finished goods 660,458 804,046
Less: impairment (262,452) (259,657)
Inventory, net $ 427,839 $ 577,229
v3.24.3
PREPAID LAND LEASES (Details Narrative) - USD ($)
Sep. 30, 2024
Dec. 31, 2017
Prepaid 50-year lease for parcel of land   $ 9,075,213
Prepaid land leases $ 9,442,751  
Minimum    
Lease term of contract 10 years  
Maximum    
Lease term of contract 50 years  
v3.24.3
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
At cost:    
Mineral rights $ 2,752,312 $ 2,722,997
Buildings 70,248,967 29,863,200
Plant and machinery 147,561,812 185,738,906
Furniture, fixtures and office equipment 1,472,228 1,456,547
Motor vehicles 127,430 126,072
Construction in process 10,418,458 10,307,491
Total 232,581,207 230,215,213
Less: Accumulated depreciation and amortization (81,900,223) (108,027,190)
     Impairment 0 0
Net book value $ 150,680,984 $ 122,188,023
v3.24.3
PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Property, Plant and Equipment [Line Items]          
Depreciation and amortization expense $ 4,522,525 $ 4,787,568 $ 13,980,751 $ 15,381,658  
Direct labor and factory overheads incurred during plant shutdown 1,211,694 760,400 5,601,791 3,502,188  
Administrative expenses 203,244 166,042 605,945 765,921  
Cost of net revenue 3,107,587 $ 3,861,126 7,773,015 $ 11,113,549  
Certain Buildings and Salt Pans in Shouguang, PRC          
Property, Plant and Equipment [Line Items]          
Properties, carrying value $ 7,870,846   $ 7,870,846   $ 8,346,742
v3.24.3
Finance Lease Right-Of-Use Assets - Schedule of Property, Plant and Equipment Under Finance Leases (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
At cost:    
Total $ 213,868 $ 211,590
Less: Accumulated depreciation and amortization (133,724) (128,475)
Net book value 80,144 83,115
Buildings    
At cost:    
Total $ 213,868 $ 211,590
v3.24.3
FINANCE LEASE RIGHT-OF-USE ASSETS (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Finance Lease Right-of-use Assets        
Depreciation and amortization expense $ 1,268 $ 1,291 $ 3,808 $ 3,966
v3.24.3
OPERATING LEASE RIGHT–OF USE ASSETS (Details Narrative)
9 Months Ended
Sep. 30, 2024
USD ($)
km²
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Property, Plant and Equipment [Line Items]      
Operating lease, right-of-use assets $ 6,385,605   $ 6,699,784
Operating lease cost $ 659,509 $ 706,033  
Certain Buildings and Salt Pans in Shouguang, PRC      
Property, Plant and Equipment [Line Items]      
Area of land not yet obtained | km² 34.95    
Operating lease, right-of-use asset, aggregate $ 7,642,937    
v3.24.3
Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accounts payable $ 128,696 $ 206,984
Salary payable 215,711 216,253
Social security insurance contribution payable 174,253 172,398
Other payable-related party 88,086
Accrued expense for construction 5,447,458 5,389,437
Accrued expense-others 9,809,027 2,760,778
Total $ 15,775,145 $ 8,833,936
v3.24.3
PAYABLE AND ACCRUED EXPENSES (Details Narrative)
Sep. 30, 2024
USD ($)
Payables and Accruals [Abstract]  
Accrued expenses, other $ 7,878,182
v3.24.3
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Due to related parties $ 2,598,765 $ 2,586,658
Yang Ming    
Related Party Transaction [Line Items]    
Due to related parties 420,969 416,484
Liu Xiao Bin    
Related Party Transaction [Line Items]    
Due to related parties 887,214 887,214
Li Min    
Related Party Transaction [Line Items]    
Due to related parties 645,291 641,480
Miao Nai Hui    
Related Party Transaction [Line Items]    
Due to related parties $ 645,291 $ 641,480
v3.24.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Sep. 25, 2012
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2018
Sep. 30, 2024
Sep. 30, 2023
Chairman of the Company            
Related Party Transaction [Line Items]            
Acquisition of five floors of commercial building $ 5,700,000          
Equity interest 99.00%          
Seller            
Related Party Transaction [Line Items]            
Property management services       $ 87,927    
Term of property management services, description       for five years from January 1, 2023 to December 31, 2027    
Expense associated with agreement   $ 22,258 $ 21,748   $ 66,125 $ 66,028
v3.24.3
Taxes Payable - Schedule of Taxes Payable (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Taxes Payable    
Land use tax payable $ 19,817 $ 24,689
Value added tax and other taxes payable 125,825 450,941
Total $ 145,642 $ 475,630
v3.24.3
Lease Liabilities - Finance and Operating Lease - Schedule of Finance and Operating Leased Liabilities (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Lease Liabilities-finance And Operating Lease    
Total finance lease liability $ 1,305,562 $ 1,485,575
Imputed interest rate 6.70% 6.70%
Less: Current portion $ (201,855) $ (172,625)
Finance lease liability, net of current portion 1,103,707 1,312,950
Total Operating lease liabilities $ 7,535,062 $ 7,998,908
Discount rate 4.89% 4.89%
Less: Current portion $ (498,580) $ (473,653)
Operating lease liabilities, net of current portion $ 7,036,482 $ 7,525,255
v3.24.3
Lease Liabilities - Finance and Operating Lease - Schedule of Financing and Operating Lease Maturities (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Lease Liabilities-finance And Operating Lease    
Finance lease - the next 12 months $ 267,867  
Operating lease - the next 12 months 842,770  
Finance lease - the next 13 to 24 months 267,867  
Operating lease - the next 13 to 24 months 847,056  
Finance lease - the next 25 to 36 months 267,867  
Operating lease - the next 25 to 36 months 854,820  
Finance lease - the next 37 to 48 months 267,867  
Operating lease - the next 37 to 48 months 859,449  
Finance lease - the next 49 to 60 months 267,867  
Operating lease - the next 49 to 60 months 826,953  
Finance lease - thereafter 267,867  
Operating lease - thereafter 8,535,418  
Finance lease - Total 1,607,202  
Operating lease - Total 12,766,466  
Finance lease - Less: Amount representing interest (301,640)  
Operating lease - Less: Amount representing interest (5,231,404)  
Financial lease - Present value of net minimum lease payments 1,305,562 $ 1,485,575
Operating lease - Present value of net minimum lease payments $ 7,535,062 $ 7,998,908
v3.24.3
LEASE LIABILITIES-FINANCE AND OPERATING LEASE (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Lease Liabilities-finance And Operating Lease          
Capital lease, interest expense $ 21,191 $ 23,791 $ 70,835 $ 80,252  
Weighted average remaining operating lease term 18 years   18 years    
Discount rate 4.89%   4.89%   4.89%
Lease payments $ 66,387 $ 64,866 $ 823,608 $ 824,572  
v3.24.3
EQUITY (Details Narrative)
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Statutory common reserve fund, description As at September 30, 2024 GULF RESOURCES 'statutory provident fund stood at $26.67 million.
v3.24.3
TREASURY STOCK (Details Narrative) - shares
Sep. 30, 2024
Dec. 31, 2023
Equity [Abstract]    
Treasury stock, shares 285,830 285,830
v3.24.3
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Compensation Related Costs [Abstract]    
Number of option and warrants outstanding and exercisable 0  
Weighted-average exercise price of options and warrants $ 0  
Range of exercise price per common share, beginning balance  
Number of options and warrants, granted 0  
Weighted-average exercise price of option and warrants, granted $ 0  
Range of exercise price per common share granted  
Number of options and warrants, exercised 0  
Weighted-average exercise price of option and warrants, exercised $ 0  
Range of exercise price per common share exercised  
Number of options and warrants, expired 0  
Weighted-average exercise price of option and warrants, expired $ 0  
Range of exercise price per common share, expired  
Number of option and warrants outstanding and exercisable 0 0
Weighted-average exercise price of options and warrants $ 0 $ 0
Range of exercise price per common share  
v3.24.3
Stock-Based Compensation - Schedule of Stock Options Outstanding and Exercisable (Details) - $ / shares
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Compensation Related Costs [Abstract]    
Outstanding and exercisable 0 0
Range of exercise prices, outstanding and exercisable $ 0 $ 0
Range of exercise prices, outstanding and exercisable  
v3.24.3
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2019
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Compensation costs for options issued $ 0 $ 0  
Aggregate intrinsic value of options outstanding and exercisable $ 0    
2019 Omnibus Equity Incentive Plan      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Awards, number of shares authorized     2,068,398
Shares available for grant 561,801    
v3.24.3
OTHER EXPENSES (Details Narrative)
1 Months Ended
Sep. 30, 2024
USD ($)
Other Income and Expenses [Abstract]  
Environmental exit expense $ 29,169,008
v3.24.3
Income Taxes - Schedule of Components of Income Tax Expense Benefit (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Current taxes – PRC $ 0 $ 0 $ (33,224) $ 0
Deferred tax – PRC entities 1,103,697 483,524 3,615,091 876,779
Total Income tax (expenses) benefits $ 1,103,697 $ 483,524 $ 3,581,867 $ 876,779
v3.24.3
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
Deferred tax liabilities
Deferred tax assets:    
Exploration costs 1,776,740 1,757,816
PRC tax losses 15,718,721 11,941,045
US federal net operating loss 1,765,251 1,694,013
Total deferred tax assets 19,260,712 15,392,874
Valuation allowance (13,605,086) (13,533,849)
Net deferred tax asset $ 5,655,626 $ 1,859,025
v3.24.3
INCOME TAXES (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Increase/(decrease) in valuation allowance $ 14,209 $ 12,974 $ 71,237 $ 233,212  
United States          
Tax rate     21.00%    
Hong Kong          
Tax rate 16.50% 16.50% 16.50% 16.50%  
PRC          
Tax rate     25.00%    
Accumulated distributable earnings subject to withholding tax $ 46,286,602   $ 46,286,602   $ 87,160,228
Unrecognized withholding tax $ 1,342,345   $ 1,342,345   $ 3,396,379
v3.24.3
Business Segments - Schedule of Segment Reporting by Segment (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Segment Reporting Information [Line Items]          
Net revenue (external customers) $ 2,242,365 $ 5,865,615 $ 5,932,596 $ 23,173,404  
Net revenue (intersegment) 0 0 0 0  
Income(loss) from operations before income tax benefit (4,581,609) (2,293,288) (14,998,025) (4,011,944)  
Total Income tax (expenses) benefits 1,103,697 483,524 3,581,867 876,779  
Income (loss) from operations after income tax benefit (expense) (3,477,912) (1,809,764) (11,416,158) (3,135,165)  
Total assets 193,885,294 278,892,877 193,885,294 278,892,877 $ 226,671,708
Depreciation and amortization 4,570,243 4,788,859 14,037,554 15,385,624  
Capital expenditures 15,149,296 60,526,213 15,197,648  
Segment Total          
Segment Reporting Information [Line Items]          
Net revenue (external customers) 2,242,365 5,865,615 5,932,596 23,173,404  
Net revenue (intersegment) 0 0 0 0  
Income(loss) from operations before income tax benefit (4,510,766) (2,035,988) (14,656,795) (3,653,213)  
Total Income tax (expenses) benefits 1,103,697 483,524 3,581,867 876,779  
Income (loss) from operations after income tax benefit (expense) (3,407,069) (1,552,464) (11,074,928) (2,776,434)  
Total assets 193,775,307 278,607,720 193,775,307 278,607,720  
Depreciation and amortization 4,570,243 4,788,859 14,037,554 15,385,624  
Capital expenditures 15,149,296 60,526,213 15,197,648  
Segment Total | Bromine          
Segment Reporting Information [Line Items]          
Net revenue (external customers) 1,571,313 4,908,152 4,576,744 20,734,871  
Net revenue (intersegment) 0 0 0 0  
Income(loss) from operations before income tax benefit (4,029,999) (2,143,203) (13,475,400) (3,340,404)  
Total Income tax (expenses) benefits 1,001,067 516,927 3,361,390 800,170  
Income (loss) from operations after income tax benefit (expense) (3,028,932) (1,626,276) (10,114,010) (2,540,234)  
Total assets 89,030,860 159,846,002 89,030,860 159,846,002  
Depreciation and amortization 3,818,547 4,507,616 12,718,202 14,521,943  
Capital expenditures 15,149,296 28,923,642 15,197,648  
Segment Total | Crude Salt          
Segment Reporting Information [Line Items]          
Net revenue (external customers) 654,039 889,556 1,294,645 2,287,672  
Net revenue (intersegment) 0 0 0 0  
Income(loss) from operations before income tax benefit (102,657) 500,469 (47,725) 904,482  
Total Income tax (expenses) benefits 18,020 (125,731) (15,204) (228,002)  
Income (loss) from operations after income tax benefit (expense) (84,637) 374,738 (62,929) 676,480  
Total assets 48,060,437 11,983,765 48,060,437 11,983,765  
Depreciation and amortization 649,997 180,121 1,013,663 553,141  
Capital expenditures 31,602,571  
Segment Total | Chemical Products          
Segment Reporting Information [Line Items]          
Net revenue (external customers) 0 0 0 0  
Net revenue (intersegment) 0 0 0 0  
Income(loss) from operations before income tax benefit (339,038) (397,410) (993,116) (1,231,302)  
Total Income tax (expenses) benefits 84,610 92,328 235,681 304,611  
Income (loss) from operations after income tax benefit (expense) (254,428) (305,082) (757,435) (926,691)  
Total assets 54,871,374 105,533,526 54,871,374 105,533,526  
Depreciation and amortization 68,221 67,692 204,892 207,878  
Capital expenditures  
Segment Total | Natural Gas          
Segment Reporting Information [Line Items]          
Net revenue (external customers) 17,013 67,907 61,207 150,861  
Net revenue (intersegment) 0 0 0 0  
Income(loss) from operations before income tax benefit (39,072) 4,156 (140,554) 14,011  
Total Income tax (expenses) benefits 0 0 0 0  
Income (loss) from operations after income tax benefit (expense) (39,072) 4,156 (140,554) 14,011  
Total assets 1,812,636 1,244,427 1,812,636 1,244,427  
Depreciation and amortization 33,478 33,430 100,797 102,662  
Capital expenditures  
Corporate          
Segment Reporting Information [Line Items]          
Net revenue (external customers) 0 0 0 0  
Net revenue (intersegment) 0 0 0 0  
Income(loss) from operations before income tax benefit (70,843) (257,300) (341,230) (358,731)  
Total Income tax (expenses) benefits 0 0 0 0  
Income (loss) from operations after income tax benefit (expense) (70,843) (257,300) (341,230) (358,731)  
Total assets 109,987 285,157 109,987 285,157  
Depreciation and amortization 0 0 0 0  
Capital expenditures  
v3.24.3
Business Segments - Schedule of Segment Reconciliations (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting [Abstract]        
Total segment operating Income (loss) $ (4,510,766) $ (2,035,988) $ (14,656,795) $ (3,653,213)
Corporate costs (70,843) (65,148) (341,230) (193,287)
Unrealized gain on translation of intercompany balance (192,152) (165,444)
Income (loss) from operations (4,581,609) (2,293,288) (14,998,025) (4,011,944)
Other income, net of expense (14,971) 33,967 6,236 119,805
Other Expenses 0 0 (29,173,011) 0
Income (loss) before taxes $ (4,596,580) $ (2,259,321) $ (44,164,800) $ (3,892,139)
v3.24.3
Business Segments - Schedule of Revenue by Major Customers (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue, Major Customer [Line Items]        
Revenues $ 2,242,365 $ 5,865,615 $ 5,932,596 $ 23,173,404
Shandong Morui Chemical Company Limited | Customer Concentration | Revenue        
Revenue, Major Customer [Line Items]        
Percentage of total revenues 19.20% 18.40% 16.90% 17.40%
Shandong Brother Technology Limited | Customer Concentration | Revenue        
Revenue, Major Customer [Line Items]        
Percentage of total revenues 18.90% 18.50% 16.20% 16.70%
Shouguang Weidong Chemical Company Limited | Customer Concentration | Revenue        
Revenue, Major Customer [Line Items]        
Percentage of total revenues 16.40% 18.20% 15.20% 16.40%
Shandong Shouguang Shenrunfa Marine Chemical Company Limited | Customer Concentration | Revenue        
Revenue, Major Customer [Line Items]        
Percentage of total revenues       11.00%
Bromine | Shandong Morui Chemical Company Limited        
Revenue, Major Customer [Line Items]        
Revenues $ 188,000 $ 769,000 $ 543,000 $ 3,166,000
Bromine | Shandong Brother Technology Limited        
Revenue, Major Customer [Line Items]        
Revenues 190,000 766,000 515,000 3,077,000
Bromine | Shouguang Weidong Chemical Company Limited        
Revenue, Major Customer [Line Items]        
Revenues 189,000 772,000 516,000 3,087,000
Bromine | Shandong Shouguang Shenrunfa Marine Chemical Company Limited        
Revenue, Major Customer [Line Items]        
Revenues       2,532,000
Crude Salt | Shandong Morui Chemical Company Limited        
Revenue, Major Customer [Line Items]        
Revenues 243,000 298,000 462,000 842,000
Crude Salt | Shandong Brother Technology Limited        
Revenue, Major Customer [Line Items]        
Revenues 233,000 309,000 447,000 768,000
Crude Salt | Shouguang Weidong Chemical Company Limited        
Revenue, Major Customer [Line Items]        
Revenues 178,000 282,000 386,000 677,000
Crude Salt | Shandong Shouguang Shenrunfa Marine Chemical Company Limited        
Revenue, Major Customer [Line Items]        
Revenues       0
Chemical Products | Shandong Morui Chemical Company Limited        
Revenue, Major Customer [Line Items]        
Revenues 0 0 0 0
Chemical Products | Shandong Brother Technology Limited        
Revenue, Major Customer [Line Items]        
Revenues 0 0 0 0
Chemical Products | Shouguang Weidong Chemical Company Limited        
Revenue, Major Customer [Line Items]        
Revenues 0 0 0 0
Chemical Products | Shandong Shouguang Shenrunfa Marine Chemical Company Limited        
Revenue, Major Customer [Line Items]        
Revenues       0
Total Revenue | Shandong Morui Chemical Company Limited        
Revenue, Major Customer [Line Items]        
Revenues 431,000 1,067,000 1,005,000 4,008,000
Total Revenue | Shandong Brother Technology Limited        
Revenue, Major Customer [Line Items]        
Revenues 423,000 1,075,000 962,000 3,845,000
Total Revenue | Shouguang Weidong Chemical Company Limited        
Revenue, Major Customer [Line Items]        
Revenues $ 367,000 $ 1,054,000 $ 902,000 3,764,000
Total Revenue | Shandong Shouguang Shenrunfa Marine Chemical Company Limited        
Revenue, Major Customer [Line Items]        
Revenues       $ 2,532,000
v3.24.3
CUSTOMER CONCENTRATION (Details Narrative) - Customer Concentration - Revenue - Product - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Concentration Risk [Line Items]    
Percent of products sold to top five customers 62.90% 68.40%
Amounts due from major customers $ 948,003 $ 1,485,777
v3.24.3
MAJOR SUPPLIERS (Details Narrative) - Product Concentration - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cost of Goods    
Product Information [Line Items]    
Percent of materials purchased 100.00% 100.00%
Major Suppliers    
Product Information [Line Items]    
Amount due to major suppliers $ 127,698 $ 229,260
v3.24.3
LOSS CONTINGENCIES (Details Narrative)
1 Months Ended
Aug. 31, 2018
Settled Litigation  
Loss Contingencies [Line Items]  
Loss Contingency, Settlement Agreement, Terms On or about August 3, 2018, written decisions of administration penalty captioned Shou Guo Tu Zi Fa Gao Zi [2018] No. 291, Shou Guo Tu Zi Fa Gao Zi [2018] No. 292, Shou Guo Tu Zi Fa Gao Zi [2018] No. 293, Shou Guo Tu Zi Fa Gao Zi [2018] No. 294, Shou Guo Tu Zi Fa Gao Zi [2018] No. 295 and Shou Guo Tu Zi Fa Gao Zi [2018] No. 296 (together, the “Written Decisions”) were served on Shouguang City Haoyuan Chemical Company Limited (“SCHC”) by Shouguang City Natural Resources and Planning Bureau (the “Bureau”), naming SCHC as respondent respectively thereof. The Decisions challenged the land use of Factory nos. 2, 9, 7, 4, 8 and 10, respectively, and alleged, among other things, that SCHC had illegally occupied and used the land in the total area of approximately 52,674 square meter, on which Factory nos. 2, 9, 7, 4, 8 and 10 were built, respectively. The Written Decisions ordered SCHC, among other things, to return the land subject to the Written Decisions to its respective legal owner, restore the land to its original state, and demolish or confiscate all the buildings and facilities thereon and pay monetary penalty of approximately RMB 1.3 million ($184,000) in the aggregate. Each of the Written Decisions shall be executed within 15 days upon serving on SCHC. Additional interest penalty shall be imposed at a daily rate of 3% in the event that SCHC does not make the monetary penalty payment in a timely manner. Subsequently, the Bureau filed enforcement actions to the People’s Court of Shouguang City, Shandong Province (the “Court”), naming SCHC as enforcement respondent and alleged, among other things, that SCHC failed to perform its obligations under each of the Written Decisions within the specified timeframe. The enforcement proceedings sought court orders to enforce the Written Decisions. On May 5, 2019, written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 384, (2019) Lu 0783 Xing Shen No. 385, (2019) Lu 0783 Xing Shen No. 389, (2019) Lu 0783 Xing Shen No. 390, (2019) Lu 0783 Xing Shen No. 393, and (2019) Lu 0783 Xing Shen No. 394, respectively (together, the “Court Rulings”) were made by the Court in favor of the Bureau. The Court orders, among other relief, to enforce each of the Written Decisions, to return each subject land to its legal owners and demolish or confiscate the buildings and facilities thereon and restore the land to its original state within 10 days from the service of the Court Rulings on SCHC. The Court Rulings became enforceable immediately upon service on SCHC on May 5, 2019.

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