10-Q - SUIC - Equibles

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

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

For the transition period from ____________ to ____________

Commission file number: 000-53737
SUIC WORLDWIDE HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
Nevada		47-2148252
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.
136-20 38th Ave. Unit 3G<br><br> <br>Flushing, NY		11354
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including

area code (929) 391-2550

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, par value $0.01 per share	SUIC		OTC

Indicate by checkmark 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 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 Act). Yes ☐ No ☑

As of September 30, 2024, 11,396,638 shares

of the Company’s common stock, $0.01 par value, were issued and outstanding.

SUIC WORLDWIDE HOLDINGS LTD.

FORM 10-Q

September 30, 2024

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Control and Procedures	16

PART II-- OTHER INFORMATION

Item 1.	Legal Proceedings	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures.	17
Item 5.	Other Information.	17
Item 6.	Exhibits	17
SIGNATURES		18

SUIC WORLDWIDE HOLDINGS LTD.

Index to the condensed financial statements

Table of Contents	Page(s)
Condensed Balance Sheets at September 30, 2024 (Unaudited) and December 31, 2023	F-2
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)	F-3
Condensed Statement of Stockholders’ Equity for the Nine Months Ended September 30, 2024 and December 31, 2023 (Unaudited)	F-4
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited)	F-5
Notes to the Condensed Financial Statements (Unaudited)	F-6 - F-10

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SUIC Worldwide Holdings Ltd.

Condensed Balance Sheet

September 30, 2024

(Unaudited)

			December 31,<br> <br>2023<br> <br>(Restated)
ASSETS	****			****
CURRENT<br> ASSETS:
Cash	13,079		$	7,600
Accounts<br> receivable, net	220,824			186,799
Account<br> receivable – related party	3,769			—
Notes<br> receivable	90,000			90,000
Short<br> Term Investment- Held-for-Trading	30,000			30,000
Total<br> Current Assets	353,902			314,399
NON-CURRENT<br> ASSETS:
Fixed<br> asset- office equipment laptop	63			100
Interest<br> receivables on note receivables	15,068			11,702
Other<br> receivables	58,078			58,078
Total<br> Noncurrent Assets	73,209			69,880
Total<br> Assets	427,111		$	384,279
LIABILITIES<br> AND STOCKHOLDERS' DEFICIENCY	****			****
CURRENT<br> LIABILITIES:
Credit<br> card payable	19,776		$	5,474
Accounts<br> payable	—			30,000
Short<br> term debt – related party	125,397			107,734
Total<br> Current Liabilities	145,173			143,208
NONCURRENT<br> LIABILITIES:
Accrued<br> expenses and other liabilities	18,902			4,832
Convertible<br> promissory notes payable – related party	279,000			279,000
Total<br> Noncurrent liabilities	297,902			283,832
Total<br> Liabilities	443,074			427,040
Stockholders’<br> Deficiency	****			****
Common<br> stock, 0.001 par value, 394,500,000 shares authorized; 11,396,638 shares issued and outstanding, respectively.	41,544			41,504
Additional<br> paid-in capital	1,648,091			1,647,731
Accumulated<br> deficit	(1,705,598	)		(1,731,996	)
Total<br> Stockholders' Deficiency	(15,964	)		(42,761	)
Total<br> Liabilities and Stockholders' Deficiency	427,111		$	384,279

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed financial statements

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SUIC Worldwide Holdings Ltd.

Condensed Statements of Operations and ComprehensiveIncome

(Unaudited)

	For the Three Months Ended<br> <br>September 30,				Forthe Nine Months Ended<br> <br>September 30,
	2024		2023		2024		2023
Revenue	$	30,000	$	30,000	$	90,000	$	120,000
Cost<br> of revenues		400		—		13,278		—
Gross<br> profit		29,600		30,000		76,723		120,000
Operating<br> expense
Professional<br> fees		16,289		17,313		23,870		27,753
General<br> and administrative expenses		1,858		4,660		9,126		16,848
Other<br> operating expenses		2,013		1,409		4,597		4,943
Total<br> operating expenses		20,159		23,382		37,593		49,544
Income<br> (Loss) from operations		9,441		6,618		39,130		70,456
Interest<br> income		1,134		4,134		3,366		6,702
Total<br> Income		10,575		10,752		42,496		77,158
Other<br> expense:
Interest<br> expense - related party		4,746		4,953		14,068		15,116
Interest<br> expense – other		1,228		—		2,029		—
Expense<br> for uncollectible dividends		—		—		—		9,000
Total<br> other expense:		5,975		4,953		16,097		24,116
Income<br> (Loss) from continuing operations before income tax provision		4,599		5,799		26,397		53,042
Income<br> tax provision		—		—		—		—
Net<br> Income (Loss) from continuing operations		4,599		5,799		26,397		53,042
Net<br> Income (Loss)	$	4,599	$	5,799	$	26,397	$	53,042
Comprehensive<br> Income (Loss)	$	4,599	$	5,799	$	26,397	$	53,042
Weighted<br> average shares outstanding
Basic		11,396,638		20,939,753		11,396,638		20,939,753
Diluted		290,396,638		307,939,753		290,396,638		307,939,753

The accompanying notes are an integral part of these interim condensed financial statements

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SUIC WORLDWIDE HOLDINGS LTD.

Condensed Statements of Stockholders' Equity (Deficiency)

(Unaudited)

****	Common Stock				Additional		Accumulated			Accumulated Other		****
	Number<br> of Shares		Amount		Paid-in<br> Capital		Earnings<br> (Deficit)			Comprehensive<br> Income (Loss)		Total
Balance, December 31, 2023		11,356,638		41,504		1,647,731		(1,731,995	)		—		(42,761	)
Net income		—		—		—		9,761			—		9,761
Balance, March 31, 2024		11,356,638		41,504		1,647,731		(1,722,235	)		—		(33,000	)
Net income		—		—		—		12,037			—		12,037
Balance, June 30, 2024		11,356,638		41,504		1,647,731		(1,710,198	)		—		(20,963	)
Shares Issued to IGala Commonwealth<br> Ltd		40,000		40		360		—			—		400
Net income		—		—		—		4,599			—		4,599
Balance, September 30, 2024		11,396,638		41,544		1,648,091		(1,705,598	)		—		(15,964	)
	Common<br> Stock				Additional		Retained Earnings			Accumulated<br> Other
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Number<br> of Shares		Amount		Paid-in<br> Capital		(Accumulated<br> Deficit)			Comprehensive<br> Income (Loss)		Total
Balance, December 31, 2022		33,503,604		33,504		1,647,731		(1,739,820	)		—		(58,585	)
Net income		—		—		—		42,376			—		42,376
Balance, March 31, 2023		33,503,604		33,504		1,647,731		(1,697,444	)		—		(16,210	)
Net income		—		—		—		4,866			—		4,866
Balance, June 30, 2023		33,503,604		33,504		1,647,731		(1,692,578	)		—		(11,343	)
Net income		—		—		—		5,799			—		5,799
Balance, September 30, 2023		33,503,604		33,504		1,647,731		(1,686,779	)		—		(5,544	)

The accompanying notes are an integral part of these interim condensed financial statements

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SUIC Worldwide Holdings Ltd.

Condensed Statements of Cash Flows

(Unaudited)

****	For the Nine Months Ended<br><br> <br>September 30,
	2024			2023
CASH<br> FLOW FROM OPERATING ACTIVITIES
Net<br> income	$	26,397		$	53,042
Adjustment<br> to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		38			38
Change<br> in operating assets and liabilities
Accounts<br> receivable		(30,256	)		100,726
Account receivable-related party		(3,769	)		—
Other<br> receivables- others		—			9,000
Other<br> interest receivables		(3,366	)		(3,366	)
Credit<br> card payable		14,302			4,735
Accrued<br> expenses and other current liabilities		14,070			(170,115	)
Other<br> payable		(30,000	)		—
Net<br> cash used in operating activities		(12,584	)		(5,940	)
CASH<br> FLOW FROM INVESTING ACTIVITIES
Net<br> cash used in investing activities		—			—
CASH<br> FLOW FROM FINANCING ACTIVITIES
40,000<br> common stock issued to IGala Commonwealth Ltd		400
Net change<br> in short term loan payable		17,663			—
Net<br> cash provided by(used in) financing activities		18,063			—
INCREASE(DECREASE)<br> IN CASH		5,479			(5,940	)
Cash<br> - beginning of year		7,600			16,072
Cash<br> - end of period	$	13,079		$	10,131
Supplement<br> disclosure information
Cash<br> paid for interest		2,029			—
Cash<br> paid for income taxes		—			—

The accompanying notes are an integral part of these interim condensed financial statements

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SUIC Worldwide Holdings Ltd.

Notes to the Financial Statements

September 30, 2024

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF

BUSINESS

SUIC Worldwide Holdings Ltd (SUIC) is a Nevada corporation incorporated on August 30, 2006, under the name Gateway Certifications, Inc. On November 16, 2009, our corporate name was changed to American Jianye Greentech Holdings, Ltd., on February 13, 2014, our corporate name was changed to AJ Greentech Holdings, Ltd. and on July 17, 2017, our corporate name was changed to Sino United Worldwide Consolidated Ltd. On November 9, 2022, our corporate name was changed to SUIC Worldwide Holdings Ltd.

From November 2009 until October, 2013, through our China and Taiwan subsidiaries, we were engaged in renewable energy business. From October 2013 until September, 2017, through our Taiwan subsidiary, we were engaged in the driving record management system (DMS). Both Subsidiaries was spun off through stock transfer and debt cancellation for the best interest of shareholders.

From 2018 to present, the Company focused in products and services that adopt IT, cloud computing, mobile payments, Big Data, Blockchain and AI, and other new and exciting business models that will create revolutionary products and services. From 2020 to present, the Company through promissory notes becomes major creditor and stakeholder in Beneway Holdings Group (its corporate name was changed from Sinoway International Corp.). As of September 30, 2024, Midas Touch Technology Co. Ltd., doesn’t have any operation and net assets. The company works with Beneway Holdings Group in several new business ventures with focus on the following fields:

•	Fintech - Through Boom Fintech, the major subsidiary of Beneway USA, the company holds nine revolutionary fintech patents. Boom Fintech integrates payment systems, electronic invoice devices, mobile cash registers, POS system devices and ERP, as well as Big Data, AI and other services, to all-in-one products that provide standardized intellectual property that’s modular to all industries, from chain department stores to night market vendors. Beneway Holdings Group connects borrowers and lenders, building strategic partnerships by bridging the various stakeholders to provide a holistic financial delivery ecosystem and to integrate advanced systems and finance its global merchants and franchisees.
•	Food Industry Supply Chain Integration – SUIC and Beneway will partner with international trade financiers to support the huge demand for raw material import/export between the U.S. and Asia. SUIC and Beneway are looking to raise funds from an IPO and the capital markets to support mergers and acquisitions of U.S. mid- and upper-stream food industry suppliers.
•	Global Chain & Franchise Expansion –Through I.Hart catering group, SUIC and Beneway are working to bring reputable and distinguished overseas food product brands to the U.S. and around the world. It is working on integrating more successful chains to enter the U.S. chain and franchise market in all 50 states. It is replicating its successful multi-branding business model and teaming up with top U.S. real estate firms, shopping malls and associated groups for faster expansion.
•	Other Supply Chain Integration - Beneway has identified several additional industries for future expansion, including medical and health care, high-tech digital AI systems, environmental protection and energy-related production.

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NOTE 2 – Summary of Significant AccountingPolicies

Unaudited Interim Financial Information

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of operations for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the fiscal year ended December 31, 2024

When used in these notes, the terms “SUIC,” “Company,” “we,” “us” and “our” mean SUIC WORLDWIDE HOLDINGS LTD. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions take into account historical and forward-looking factors that the Company believes are reasonable. Actual results could differ from those estimates and assumptions.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less. The Company maintains its cash in bank deposit accounts. Cash accounts are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on such cash.

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Accounts Receivable and Allowance for DoubtfulAccounts

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.

Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any. Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with ASC 606. Revenue is recognized when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration an entity expects to receive in return for the goods or services.

Our revenues are primarily generated by providing professional services and software products, consulting and other professional services to our clients and are billable to our clients based on the services provided, or achieved outcomes. Revenues are primarily driven by the total value, scope, and terms of the consulting contracts. We also engage independent contractors to supplement our revenue-generating professionals on client engagements as needed.

We adopt a fixed fee billing arrangement and agree to a pre-established fee in exchange for a predetermined set of professional services. We set the fees based on our estimates of the costs and timing for completing the engagements.

Our operating expenses include professional fees, technology costs, software and data hosting expenses, and other office related expenses.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold and tenant improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. The Company periodically reviews assets’ estimated useful lives based upon actual experience and expected future utilization. A change in useful life is treated as a change in accounting estimate and is applied prospectively.

Upon retirement or disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in selling, general and administrative expenses for that period. Major additions and betterments are capitalized to the asset accounts while maintenance and repairs, which do not improve or extend the lives of assets, are expensed as incurred.

Investments in Non-Consolidated Entities

Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment are accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

As ASC 321 stipulated, if the investor has less than 20% ownership, it is presumed that there is nominal influence or no significant influence over the operating and financing activities of the investee.

For investment in Midas Touch Technology Co. Ltd., we have 49% ownership and have significant influence on it, so we adopt equity method to recognize the investment. Due to this company didn’t have any net assets and operation yet as of September 30, 2024, we account for it as $0.

Fair value measurements

The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are 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 similar assets and liabilities in active 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.

Our Short Term Investment -Held-For-Trading - iDrink, Taiwan of $30,000 is measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of September 30, 2024 and December 31, 2023.

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Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

The Company adopted ASC 740-10-25, Income Taxes- Overall-Recognition, on January 1, 2007, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize any additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with majority of the tax provision effective after December 31, 2017.

The Coronavirus Aid, Relief and Economy Security (CARES) Act (“the CARES Act, H.R. 748”) was signed into law on 27 March 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for NOL deductions for 2018-2020 tax years and reinstated NOL carrybacks for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment.

The Company accounts for an unrecognized tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the tax authorities.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investment, account receivables, as well as dividend receivable. The carrying values of the financial instruments approximate their fair values due to their short-term maturities. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality. As of September 30, 2024, there were no amounts in excess of the FDIC guarantee.

Account receivables primarily comprise of amounts receivable from the trader customers. With respect to the prepayment to service suppliers, the Company performs on-going credit evaluations of the financial condition of these suppliers. The Company establishes an allowance for doubtful accounts based upon estimates, factors surrounding the credit risk of specific service providers and other information.

Concentration of Customers

For the nine months ended September 30, 2024, the Company only had transactions with East West Development LLC, with a revenue amount of $90,000.

For the nine months ended September 30, 2023, the Company only had transactions with East West Development LLC, with a revenue amount of $120,000.

Earnings per Share

The Company calculates its basic and diluted earnings per share in accordance with ASC 260. Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated by adjusting the weighted average outstanding shares to assume conversion. For the nine months ended September 30, 2024 and 2023, the difference between numbers of basic and diluted shares of common stock is due to effect of convertible promissory note hypothetical conversion.

Accounting pronouncementsissued but not yet adopted

The Company does not believe any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

NOTE 3 – Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern. The Company had a working capital of $99,830, an accumulated deficit of $(1,705,598) and stockholders’ deficit was $(15,964) as of September 30, 2024. The Company generated positive cash flow from its continuing operation. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The company is seeking for external resource of financing and develop new business in new fields to generate adequate cash flow for purpose of mitigating such unfavorable situation.

NOTE 4 - Short Term Investment-Held-for-Trading

On August 15, 2019, the

Company and iDrink Technology Co. Ltd., Taiwan, signed an investment agreement and the amount of $30,000 was remitted to iDrink Technology’s designated bank account as investment. In exchange, iDrink Technology should issue twenty percent (20%) of its common stock shares to the Company.

NOTE 5 – Restatement

Note receivable and other receivable balance were restated at December 31, 2023 to reflect the appropriate classification, refer to Note 6 and Note 7.

NOTE 6 – Note Receivable

On August 25, 2020, July

5, 2021 and August 24, 2021, the Company made three promissory notes to Sinoway International Corp in the total amount of $90,000. The note has an interest rate of 5% per annum, unsecured and due upon demand.

	As of September 30, 2024	December 31, 2023
	(Unaudited)	(Restated)
Principal	$90,000	$90,000
Accrued interest	$15,068	$11,702

For the three-month ended September 30, 2024 and 2023, the interest

income recognized associated with this loan was $1,134 and $1,134, respectively

For the nine-month ended September 30, 2024 and 2023, the interest

income recognized associated with this loan was $3,366 and $3,366, respectively.

NOTE 7 – Other receivables

		As of September 30, 2024		December 31, 2023
		(Unaudited)		(Restated)
Nora Lin	$	41,647		41,647
Unise Investment Ltd.		14,431		14,431
SUIC Beneway USA Inc.		2,000		2,000
Total	$	58,078	$	58,078

NOTE 8- Related Party Transactions

As of September 30, 2024 and December, 31, 2023, National American Chinese Financial Association, a significant shareholder of the Company owes the Company $3,769 and $0, respectively.

The

Company has signed the following convertible promissory note agreements with creditor, Shoou Chyn Kan, with an outstanding total $279,000.00 as of September 30, 2024 and December 31, 2023. The notes have parity in conversion in to common share for $0.001 per share with interest rate 5% per annum. The composition of the outstanding balances is stated in the following table:

October 1, 2017	$65,000 loan granted convertible to 65 million shares of common stock of the Company.
December 1, 2018	$20,000 loan granted convertible to 20 million shares of common stock of the Company.
January 29, 2019	$15,000 loan granted convertible to 15 million shares of common stock of the Company.
June 1, 2019	$50,000 loan granted convertible to 50 million shares of common stock of the Company.
July 1, 2019	$20,000 loan granted convertible to 20 million shares<br> of common stock of the Company.<br><br> <br>On November 6, 2023, Shoou Chyn Kan converted 8,000,000<br> shares of common stock and the reduced this loan principal amount to USD$12,000 and a new Note was issued reduced by the principal amount<br> so converted.
December 1, 2019	$20,000 loan granted convertible to 20 million shares of common stock of the Company.
January 22, 2020	$35,000 loan granted convertible to 35 million shares of common stock of the Company.
June 1, 2020	$12,000 loan granted convertible to 12 million shares of common stock of the Company.
August 25, 2020	$25,000 loan granted convertible to 25 million shares of common stock of the Company.
December 28, 2020	$25,000 loan granted convertible to 25 million shares of common stock of the Company.

The Company signed the following unsecured short term loan agreements with creditor, Shouo Chyn Kan for a total of $172,734 in the years 2020 and 2021.

The loan is non-interest bearing and due-on demand. For

the nine month ended September 30, 2024, the Company paid a total of $21,441

.52

towards the balance and received $39,104 .44 in additional funding from the short-term loans. The short term debts total $125,396.93 as of September 30, 2024

Balance 12/31/2020	$2,734.00
March 29, 2021	$10,000.00
August 23, 2021	$80,000.00
December 16, 2021	$60,000.00
December 21, 2021	$20,000.00
January 23, 2024	$2,104.00
February 15, 2024	$25,000.00
July 30, 2024	$12,000.00

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NOTE 9 – Equity

As of September 30, 2024, there were 11,396,638 shares

outstanding.

On July 3, 2023, the Board of Directors authorized the submission of a Certificate of Change/Amendment to the Nevada Secretary of State in which the Company sought to affect a reverse split of its common stock at the rate of 1 for 10 for the purpose of increasing the per share price for the Company's stock in an effort to attract future investors who might otherwise shy away from a good company because of its low stock price. The reverse split of SUIC Worldwide Holdings Ltd. (the “Company”) common stock at a ratio of 1 for 10, has been declared effective by FINRA with a Daily List Announcement Date of July 24, 2023, and a Market Effective Date of July 25, 2023. A “D” will be placed on the Company’s ticker symbol for 20 business days after the Market Effective Date. After 20 business days, the symbol will revert back to the original symbol (SUIC).

On November 6, 2023, Shoou Chyn Kan converted a portion

$20,000 convertible loan issued on July 1, 2019 into 8,000,000 shares of common stocks.

NOTE 10 – Income Taxes

As of September

30, 2024, the unused net operating loss carryover was $992,825. Due to the Company experienced net loss for a long period, so it treats deferred tax asset generated by net operating loss in a conservative manner. The Company deem the chance of the deferred tax asset being fully realized less than 50%. Thus, the Company recognized Valuation Allowance for Deferred Asset as full amount of deferred tax asset. The ending balance of Deferred Tax Asset and its Valuation Allowance are stated as following:

	September 30,			December 31,
	2024			2023
Deferred Tax Asset		193,793			214,062
Valuation Allowance		(193,793	)		(214,062	)
Deferred Tax Asset (Net)	$	—		$	—

A reconciliation of the provision for income taxes to the Company’s effective income tax rate for is as follows:

	Nine Months Ended September<br> 30,
	2024			2023
Pre-tax<br> income(loss)	$	26,397		$	53,042
U.S. federal corporate income tax<br> rate		21	%		21	%
Expected U.S. income tax expense(credit)		5,543			11,138
Change of valuation<br> allowance		(5,543	)		(11,138	)
Effective tax<br> expense	$	—		$	—

NOTE 11 – CONTINGENCY AND COMMITMENT

As of April 16, 2024, SUIC Worldwide Holdings Ltd. has entered into franchise authorizations in collaboration with I.Hart Group Taiwan and MONGA© Fried Chicken. These authorizations include commitments to expand operations in Shandong Province, China, and Tokyo, Japan. The expansion plan in Shandong includes the opening of 10 stores in the first year, with a total commitment to establish 300 stores within five years. The franchise agreement in Tokyo covers the metropolitan area and its surrounding satellite cities, with a potential expansion to serve a population of 38 million.

NOTE 12 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 the Company has analyzed its operations subsequent to September 30, 2024, and to the date these financial statements were issued and has determined that it does not have any subsequent events to disclose in these financial statements.

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ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "management believes" and similar language. The forward-looking statements are based on the current expectations of the Company and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. Actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them.

Investors are also advised to refer to the information in our previous filings with the Securities and Exchange Commission (SEC), especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.

Overview

From 2018 to present, the Company focused in products and services that adopt IT, cloud computing, mobile payments, Big Data, Blockchain and AI, and other new and exciting business models that will create revolutionary products and services. On August 7, 2021, the Company has acquired 49% of the registered shares of Midas Touch Technology Co. Ltd., a digital asset management platform and company registered in the U.K. From 2020 to present, the Company through promissory notes becomes major creditor and stakeholder in Beneway Holdings Group (its corporate name was changed from Sinoway International Corp.). As of September 30, 2024, Midas Touch Technology Co. Ltd., doesn’t have any operation and net assets.

The Company is working new businesses in various fields through careful review and critical selection of new growth businesses. The Company is working to strengthen our core competencies in high technology and blockchain related businesses, such as blockchain apps technology, fintech services, professional consultancy for ICO’s, and other high potential critical blockchain projects.

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Results of Operations

Three and Nine Months ended September 30, 2024and 2023

Revenue

The Company recognized $30,000 and $30,000 of revenue during the three months ended September 30, 2024 and September 30, 2023, and $90,000 and $120,000 of revenue during nine months ended September 30, 2024 and September 30, 2023 respectively. Our revenues were generated from the I.T. management consulting services. Decrease in revenue is because the Company finished up a high income ad-hoc project from East West Development LLC in 2023.

Expenses

Operating expenses were $20,159 and $23,382 for the three months ended September 30, 2024 and 2023 and $36,904 and $49,544 for the nine months ended September 30, 2024 and 2023, respectively. The decrease was primarily due to the decrease in the cost of services.

Interest expense

During the three months ended September 30, 2024 and 2023, the Company had interest expense of $1,228 and $0 and during the nine months ended September 30, 2024 and 2023, the company had interest expenses of $14,068 and $15,116, from related party short-term debt and convertible promissory notes payable.

Net income

As a result of the foregoing, the Company generated net income (loss) of $4,601 and $5,799 for the three months ended September 30, 2024 and 2023, and $27,087and $53,042 for the nine months ended September 30, 2024 and 2023, respectively.

Liquidity and Capital Resources

We have funded our operations to date primarily through operations, loans and capital contributions. Due to our negative cash flow from operating activities, there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s management recognizes that the Company must generate sales and obtain additional financial resources to continue to develop its operations.

As of September 30, 2024, we had a working capital surplus of $208,730. Our current assets on September 30, 2024 were $353,902. They are consisting of cash of $13,079, accounts receivable of $220,824, note receivable from Sinoway International of $90,000 and a short term investment- held-for-trading in iDrink Technology Co. Ltd. $30,000. Our current liabilities total $145,173 were primarily composed of credit card payable of $19,776, and short term debt $125,397.

As of September 30, 2023, we had a working capital of $122,698. Our current assets on September 30, 2023 were $301,930. They are consisting of cash of $10,131, accounts receivable of $261,799, Short Term Investment- Held-for-Trading in iDrink Technology Co. Ltd. $30,000, Our current liabilities were primarily composed of credit card payable of $6,499, and short term debt $172,734.

Cash Flow from InvestingActivities

Net cash used in investing activities totaled $0 for the nine months ended September 30, 2024.

Net cash used in investing activities totaled $0 for the nine months ended September 30, 2023.

Cash Flow from FinancingActivities

Net cash provided by financing activities totaled $18,063 of proceeds from related party loans and issue of 40,000 new shares to IGala Commonwealth Ltd. for the nine months ended September 30, 2024.

Net cash provided by financing activities totaled $0 of proceeds from related party loans for the nine months ended September 30, 2023.

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Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Inflation

We do not believe our business and operations have been materially affected by inflation

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principle generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Also, certain amounts in last year’s financial statements have been reclassified to conform to the current year presentation.

A summary of significant accounting policies is included in Note 3 to the condensed financial statements included in this Annual Report. Of these policies, we believe that the following items are the most critical in preparing our financial statements.

Accounts Receivable and Allowance for DoubtfulAccounts

Revenue Recognition

Our revenues are primarily generated by providing professional services and software products, consulting and other professional services to our clients and are billable to our clients based on the services provided or achieved outcomes. Revenues are primarily driven by the total value, scope, and terms of the consulting contracts. We also engage independent contractors to supplement our revenue-generating professionals on client engagements as needed.

Our quarterly results are impacted principally by the total value, scope, and terms of our client contracts. Our utilization rate can be affected by seasonal variations in the demand for our services from our clients. As of September 30, 2024, we generated revenue from the US. Our operating expenses include professional fees, technology costs, software and data hosting expenses, and other office related expenses.

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Foreign Currency Translation

The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash.

The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the condensed statements of comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the condensed statements of comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of comprehensive income (loss). Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiaries’ local currencies to be their respective functional currencies.

Item 3. Quantitative and Qualitative DisclosuresAbout Market Risk.

As a smaller reporting company, we are not required to provide the information required by this item.

Item 4. Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, which presently comprises of our Mr. Yu-Chieh Kuo as Chairman of the Board of Directors effective October 30, 2023, the Chief Executive Officer, Mr. Hank Wang and our Chief Financial Officer Ms. Yanru Zhou. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of September 30, 2024 were effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended September 30, 2024 that materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

To the best knowledge of the officers and directors, the Company was not a party to any legal proceeding or litigation as of the date of this report.

Item 2. Unregistered Sales of Equity Securitiesand Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.	Description
31.1	Chief Executive Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2	Chief Financial Officer 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 materials from SUIC Worldwide Holdings Ltd.’s Quarterly Report on Form 10-Q for the period ended September 30, 2024 are formatted in eXtensible Business Reporting Language (XBRL): (i) the Interim Condensed Balance Sheet; (ii) the Interim Condensed Statement of Comprehensive Income; (iii) the Interim Condensed Statements of Cash Flows, and (iv) Notes to the Interim Condensed Financial Statements. This Exhibit 101 is deemed not filed for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SUIC

Worldwide Holdings Ltd.

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

SIGNATURES

Date: January 24, 2025.

By: /s/ Hank Wang

Hank Wang

Chief Executive Officer

Date: January 24, 2025.

By: /s/ Yanru Zhou

Yanru Zhou

Chief Finance Officer

Exhibit 31.1

Certification Pursuant to Section 302of the Sarbanes- Oxley Act of 2002

I, Hank Wang, certify that:

I have reviewed this quarterly report on Form 10-Q of SUIC Worldwide Holdings Ltd. (the “Registrant”);
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;
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;
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of 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 control over financial reporting.

Dated: January 24, 2025

By: /s/ Hank Wang

Name: Hank Wang

Title: Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

Certification Pursuant to Section 302of the Sarbanes- Oxley Act of 2002

I, Yanru Zhou, certify that:

I have reviewed this quarterly report on Form 10-Q of SUIC Worldwide Holdings Ltd. (the “Registrant”);
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;
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;
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: : January 24, 2025

By: /s/ Yanru Zhou

Name: Yanru Zhou

Title: Chief Finance Officer (Principal Financial Officer)

Exhibit 32.1

Certification Pursuant to 18 U.S.C.Section 1350

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarter Report of SUIC Worldwide Holdings Ltd. (the “Registrant”) 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”), Hang Wang, as CEO of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: : January 24, 2025.

By: /s/ Hank Wang

Name: Hank Wang

Title: Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to SUIC Worldwide Holdings Ltd. and will be retained by SUIC Worldwide Holdings Ltd. and furnished to the Securities and Exchange Commission or its staff.

Exhibit 32.2

Certification Pursuant to 18 U.S.C.Section 1350

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarter Report of SUIC Worldwide Holdings Ltd. (the “Registrant”) 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”), Yanru Zhou, as CFO of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: : January 24, 2025.

By: /s/ Yanru Zhou

Name: Yanru Zhou

Title: Chief Finance Officer (Principal Financial Officer)