$RETO

ReTo Eco-Solutions, Inc.

CIK:0001687277|SEC Filings

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Total revenues	$ 3,370,789	$ 1,828,976	$ 10,781
Total cost of revenues	2,181,184	1,003,772	9,240
Gross profit	1,189,605	825,204	1,541
Operating expenses:
Selling	783,813	330,828	5,939
General and administrative	2,916,360	3,927,450	6,499,940
Provision for (recovery of) credit losses	89,719	199,812	(22,306)
Impairment of long-lived assets	725,940
Impairment of goodwill	7,982,271
Research and development	361,080	498,168
Total operating expenses	12,859,183	4,956,258	6,483,573
Loss from operations	(11,669,578)	(4,131,054)	(6,482,032)
Other income (expenses):
Interest expenses	(982,277)	(3,183)	(92,144)
Interest income	516	1,168	63
Other income (expenses), net	37,938	(602,228)	(22)
Loss from disposal of subsidiaries		(3,577,279)
Change in fair value of convertible debt			47,813
Total other expenses, net	(943,823)	(4,181,522)	(44,290)
Loss before income taxes	(12,613,401)	(8,312,576)	(6,526,322)
Income taxes expense
Net loss from continuing operations	(12,613,401)	(8,312,576)	(6,526,322)
Net loss from discontinued operations, net of taxes		(74,347)	(9,542,748)
Net loss	(12,613,401)	(8,386,923)	(16,069,070)
Less: Net loss attributable to non-controlling interest	(273,485)	(34,271)	(427,335)
Net loss attributable to ReTo Eco-Solutions, Inc.	(12,339,916)	(8,352,652)	(15,641,735)
Comprehensive loss:
Net loss	(12,613,401)	(8,386,923)	(16,069,070)
Other comprehensive income (loss):
Foreign currency translation adjustment	(81,629)	1,145,186	223,433
Comprehensive loss	(12,695,030)	(7,241,737)	(15,845,637)
Less: Comprehensive loss attributable to non-controlling interest	(220,917)	(44,759)	(339,231)
Comprehensive loss attributable to Reto Eco-Solutions, Inc.	(12,474,113)	(7,196,978)	(15,506,406)
Net loss attributable to ReTo Eco-Solutions, Inc.
Continuing operations	(12,339,916)	(8,312,576)	(6,526,322)
Discontinued operations		(40,076)	(9,115,413)
Total	$ (12,339,916)	$ (8,352,652)	$ (15,641,735)
Basic and diluted Loss per share attributable to ReTo Eco-Solutions, Inc.
Continuing operations (in Dollars per share)	$ (25.84)	$ (50.68)	$ (405.59)
Continuing operations diluted (in Dollars per share)	(25.84)	(50.68)	(405.59)
Discontinued operations (in Dollars per share)		(0.24)	(566.49)
Discontinued operations diluted (in Dollars per share)		(0.24)	(566.49)
Total (in Dollars per share)	$ (25.84)	$ (50.92)	$ (972.08)
Weighted average number of shares*
Basic (in Shares)	477,462	164,030	16,091
Diluted (in Shares)	477,462	164,030	16,091
Nonrelated Party
Total revenues	$ 3,370,789	$ 1,599,376	$ 10,781
Total cost of revenues	2,181,184	871,329	9,240
Related Parties
Total revenues		229,600
Total cost of revenues		$ 132,443

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (12,613,401)	$ (8,386,923)	$ (16,069,070)
Less: Net loss from discontinued operations		74,347	9,542,748
Net loss from continuing operations	(12,613,401)	(8,312,576)	(6,526,322)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	271,736	32,464	3,838
Change in fair value of convertible debt			(47,813)
Convertible debt issuance cost			145,569
Accrued coupon interest expense	251,917		90,638
Accrued accretion expense	647,731
Share-based compensation		2,353,655	4,911,200
Change in allowance for credit losses	89,719	199,812	(22,306)
Impairment of long-lived assets	725,940
Impairment of goodwill	7,982,271
Loss from disposal subsidiary		3,577,279
Amortization of operating lease right-of-use assets	141,989	8,338	4,943
Changes in operating assets:
Accounts receivable	(220,641)	(258,182)
Advances to suppliers	73,233	(528,800)	(922)
Advances to suppliers-related party	913
Inventories	15,815		44,588
Prepayments and other current assets	(112,879)	4,438,961	(4,730)
Changes in operating liabilities:
Advances from customers	(891,254)	1,229,667	72,300
Accounts payable	54,900	3,668	75,276
Accounts payable - related party		(3,039)	3,089
Accrued expenses and other liabilities	(614,077)	526,623	322,760
Taxes payable	8,402	2,473	51,380
Operating lease liabilities	(153,370)		(42,367)
Net cash provided by (used in) operating activities from continuing operations	(4,341,056)	3,270,343	(918,879)
Net cash used in operating activities from discontinued operations		(193,061)	(10,671,866)
Net cash provided by (used in) operating activities	(4,341,056)	3,077,282	(11,590,745)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of subsidiaries		80,000
Purchase of property and equipment	(113,125)		(46,831)
Purchase of intangible assets		(7,392,915)	(395)
Prepayment made on construction in process	(615,209)	(6,759,737)
Loans to third parties	(23,432)
Collection from third party loans	6,233
Collection from related parties	24,048
Deposits made for business acquisitions	(1,429,980)	(18,520,126)
Net cash used in investing activities from continuing operations	(2,151,465)	(32,592,778)	(47,226)
Net cash provided by (used in) investing activities from discontinued operations		(987,511)	398,909
Net cash provided by (used in) investing activities	(2,151,465)	(33,580,289)	351,683
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received from share issuance,net of offering cost	1,428,571	29,400,438	6,600,000
Proceeds from short-term bank loans	281,042
Repayment of short-term bank loans	(89,043)
Proceeds from third-party loans	439,232	111,178	112,980
Repayment of third-party loans	(209,390)	(111,178)
Proceeds from convertible note, net of offering cost	3,000,064
Proceeds from related party loans	1,201,230	866,864	503,943
Repayment to related party loans	(12,133)	(532,253)	(652,082)
Net cash provided by financing activities from continuing operations	6,039,573	29,735,049	6,564,841
Net cash provided by financing activities from discontinuing operations		47,457	5,900,479
Net cash provided by financing activities	6,039,573	29,782,506	12,465,320
EFFECT OF EXCHANGE RATE CHANGES ON CASH	37,580	(21,813)	73,516
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH	(415,368)	(742,314)	1,299,774
CASH AND RESTRICTED CASH, BEGINNING OF YEAR	671,355	1,413,669	113,895
CASH AND RESTRICTED CASH, END OF YEAR	255,987	671,355	1,413,669
Reconciliation of cash and restricted cash, end of year
Cash and cash equivalents	250,008	671,355	1,261,182
Restricted cash	5,979		152,487
CASH AND RESTRICTED CASH, END OF YEAR	255,987	671,355	1,413,669
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	82,629	3,183
Income tax paid
Non-Cash Activities
Right-of-use assets obtained in exchange for operating lease obligations	245,143		42,367
Addition to intangible assets through long term account payable		389,121
Common shares issued for conversion of debt	50,000		4,111,080
Payment to acquisition from deposits for equity acquisition	3,978,000
Addition to construction in process from deposits for equity acquisition	7,399,268
Convertible note issuance cost	$ 2,223,163

Consolidated Balance Sheets - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 250,008	$ 671,355
Restricted cash	5,979
Accounts receivable, net	332,975	145,853
Advances to suppliers, net	491,182	522,190
Prepayments and other current assets	141,957	5,202
Due from third parties	19,565
Inventories	77,912
Total current assets	1,319,578	1,368,648
Property, plant and equipment, net	52,269	21,497
Intangible assets, net	7,278,031	7,654,767
Prepayment for construction of properties	14,362,145	6,663,795
Right-of-use assets	247,573	28,085
Deposits for business acquisitions	8,579,886	18,520,126
Total assets	31,839,482	34,256,918
Current liabilities:
Convertible note, net of issuance cost	1,626,548
Short-term bank loans	197,337
Advances from customers	350,563	1,213,465
Accounts payable	137,050	37,866
Accrued expenses and other liabilities	1,813,032	2,338,075
Loans from third parties	215,928	109,600
Taxes payable	269,989	249,628
Lease liability - current	126,319
Total current liabilities	6,428,611	3,948,634
Long-term accounts payable	400,395	383,598
Loans from third parties – non-current	189,758
Lease liability – non-current	81,452
Total liabilities	7,100,216	4,332,232
Commitments and contingencies
Shareholders’ equity:
Additional paid-in capital	104,442,602	100,740,868
Statutory reserve	1,072,895	1,072,895
Accumulated deficit	(84,153,850)	(71,813,934)
Accumulated other comprehensive loss	(219,340)	(85,143)
Total shareholders’ equity attributable to ReTo Eco-Solutions, Inc.	21,152,307	29,924,686
Non-controlling interest	3,586,959
Total shareholders’ equity	24,739,266	29,924,686
Total liabilities and shareholders’ equity	31,839,482	34,256,918
Class A Shares
Shareholders’ equity:
Class shares, value
Class B Shares
Shareholders’ equity:
Class shares, value	10,000	10,000
Related Party
Current assets:
Due from related parties		24,048
Current liabilities:
Due to related parties	$ 1,691,845