SUIC 10-Q
SUIC Worldwide Holdings Ltd. (SUIC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the
For the transition period from ______ to _______
| Commission
file number: |
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| (Exact name of registrant as specified in its charter) | |||
| State or other jurisdiction of | (I.R.S. Employer | ||
| incorporation or organization | Identification No.) | ||
| (Address of principal executive offices) | (Zip Code) | ||
Registrant’s
telephone number, including area code (
| Securities registered pursuant to Section 12(b) of the Act: | ||||||
| Name of each exchange on which | ||||||
| Title of each class | Trading Symbol(s) | registered | ||||
| 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.
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.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
As of June 30, 2024, shares of the Company’s common stock, $0.01 par value, were issued and outstanding.
SUIC WORLDWIDE HOLDINGS LTD.
FORM 10-Q
June 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. | 11 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 14 |
| Item 4. | Control and Procedures | 14 |
PART II-- OTHER INFORMATION
| Item 1. | Legal Proceedings | 15 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 15 |
| Item 3. | Defaults Upon Senior Securities | 15 |
| Item 4. | Mine Safety Disclosures. | 15 |
| Item 5. | Other Information. | 15 |
| Item 6. | Exhibits | 15 |
| SIGNATURES | 16 | |
SUIC WORLDWIDE HOLDINGS LTD.
Index to the consolidated financial statements
| Table of Contents | Page(s) |
| Interim Condensed Balance Sheets at June 30, 2024 (Unaudited) and December 31, 2023 | F-2 |
| Unaudited Interim Condensed Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023 | F-3 |
| Unaudited Interim Condensed Statement of Stockholders’ Equity for the Six Months Ended June 30, 2024 and December 31, 2023. | F-4 |
| Unaudited Interim Condensed Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 | F-5 |
| Notes to the Consolidated Financial Statements (Unaudited) | F-6 - F-9 |
| 3 |
SUIC WORLDWIDE HOLDINGS LTD.
Interim Condensed Balance Sheet
June 30, 2024
June 30, 2024 (Unaudited) | December 31, 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Short Term Investment- Held-for-Trading | ||||||||
| Total Current Assets | ||||||||
| NONCURRENT ASSETS: | ||||||||
| Fixed asset- office equipment laptop | ||||||||
| Other receivables -Income From HFT | ||||||||
| Other interest receivables -Sinoway International | ||||||||
| Other receivables -SUIC Beneway USA Inc. | ||||||||
| Other receivable | ||||||||
| Total Noncurrent Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Credit card payable | $ | $ | ||||||
| Accounts payable | ||||||||
| Short term debt | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Total Current Liabilities | ||||||||
| NONCURRENT LIABILITIES: | ||||||||
| Convertible promissory notes- other | ||||||||
| Total Noncurrent Liabilities | ||||||||
| Total Liability | ||||||||
| Stockholders’ Deficiency | ||||||||
| Common stock, $par value, shares authorized; shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Deficiency | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Deficiency | $ | $ | ||||||
The accompanying notes are an integral part of these interim condensed financial statements.
| F-2 |
SUIC WORLDWIDE HOLDINGS LTD.
Interim Condensed Statements of Operations and Comprehensive Income
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Income (Loss) from operations | ||||||||||||||||
| Other income | ||||||||||||||||
| Other expense: | ||||||||||||||||
| Interest expense - related party | ||||||||||||||||
| Interest expense- other | ||||||||||||||||
| Expense for Uncollectible Dividends | ||||||||||||||||
| Total other expense: | ||||||||||||||||
| Income (Loss) from continuing operations before income tax provision | ||||||||||||||||
| Income tax provision | ||||||||||||||||
| Net Income (Loss) from continuing operations | ||||||||||||||||
| Loss from discontinued operations, net of income taxes: | ||||||||||||||||
| Loss from discontinued operations | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Deferred tax benefit | ||||||||||||||||
| Net loss from discontinued operations | ||||||||||||||||
| Net Income (Loss) | ||||||||||||||||
| Comprehensive Income (Loss) | ||||||||||||||||
| Earnings (loss) per share | ||||||||||||||||
| Basic - continuing operation | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| - discontinuing operation | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Total | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted - continuing operation | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| - discontinuing operation | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Total | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these interim condensed financial statements.
| F-3 |
SUIC WORLDWIDE HOLDINGS LTD.
Interim Condensed Statements of Stockholders' Equity (Deficiency)
(Unaudited)
| Common Stock | Additional | Accumulated | Accumulated Other | |||||||||||||||||||||
| Number of Shares | Amount | Paid-in Capital | Earnings (Deficit) | Income (Loss) | Total | |||||||||||||||||||
| Balance, December 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| Shares issued | — | |||||||||||||||||||||||
| Net income (loss) from continuing operations | — | |||||||||||||||||||||||
| Balance, March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| Shares issued | — | |||||||||||||||||||||||
| Net income (loss) from continuing operations | — | |||||||||||||||||||||||
| Balance, June 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| Common Stock | Additional | Accumulated | Accumulated Other | |||||||||||||||||||||
| Number of Shares | Amount | Paid-in Capital | Earnings (Deficit) | Income (Loss) | Total | |||||||||||||||||||
| Balance, December 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||
| Shares issued | — | |||||||||||||||||||||||
| Net income (loss) from continuing operations | — | |||||||||||||||||||||||
| Balance, March 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| Shares issued | — | |||||||||||||||||||||||
| Net income (loss) from continuing operations | — | |||||||||||||||||||||||
| Balance, June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these interim condensed financial statements
| F-4 |
SUIC WORLDWIDE HOLDINGS LTD.
Interim Condensed Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | $ | ||||||
| Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation | ||||||||
| Change in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Other receivables -Income From HFT | ||||||||
| Other receivables | ||||||||
| Other interest receivables | ( | ) | ( | ) | ||||
| Credit card payable | ||||||||
| Accounts payable | ( | ) | ||||||
| Increase in accrued expenses and other current liabilities | ( | ) | ||||||
| Net cash used in continuing operation | ( | ) | ( | ) | ||||
| Net cash provided by discontinued operation | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOW FROM INVESTING ACTIVITIES | ||||||||
| Increase in Short term investment-Held for Trading | ||||||||
| Capital Expenditure | ||||||||
| Making loans to others | ||||||||
| Net cash used in investing activities | ||||||||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from non-related party loan | ||||||||
| Proceed from related party loan | ||||||||
| Net cash provided by(used in) financing activities | ||||||||
| Effect of exchange rate changes on cash: | ||||||||
| INCREASE(DECREASE) IN CASH | $ | $ | ( | ) | ||||
| Cash - beginning of year | $ | $ | ||||||
| Cash - end of year | $ | $ | ||||||
| Supplement disclosure information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for interest-discontinued operation | ||||||||
| Cash paid for income taxes | ||||||||
| Cash paid for income taxes-discontinued operation | ||||||||
The accompanying notes are an integral part of these interim condensed financial statements.
| F-5 |
SUIC WORLDWIDE HOLDINGS LTD.
Notes to the Financial Statements
June 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 June 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. |
Note 2 – 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 surplus of $
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. As discussed in “NOTE 9 –Subsequent Events,” the Company plans to have joint ventures with other companies and cooperation with other companies in order to attract new investment and expand new business practice.
| F-6 |
NOTE 3 – Summary of Significant Accounting Policies
Basis of presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by U.S. GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of SUIC WORLDWIDE HOLDINGS LTD for the year ended December 31, 2023.
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.
Accounts Receivable and Allowance for Doubtful Accounts
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.
During Q2 of 2024, in order to manage credit risk from QQ Pay Pty Ltd., the Company set up three party agreement with QQ Pay Pty Ltd. and North American Chinese Financial Association. In this agreement, the Company offset the full outstanding balance due from the QQ Pay in amount of $8,769.
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 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. Our income as of June 30, 2024 is from the US.
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 June 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 June 30, 2024 and December 31, 2023.
| F-7 |
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. Certain activities conducted in foreign jurisdictions may result in the imposition of U.S. corporate income taxes on Takung when its subsidiaries, controlled foreign corporations (“CFCs”), generate income that is subject to Subpart F or GILTI under the U.S. Internal Revenue Code beginning 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 does not anticipate a material impact on its financial statements as of December 31, 2020 due to the recent 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.
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 six months ended June 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 pronouncements issued 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 4 – Loan Receivable
There
was no loan receivable made during the period. The outstanding balance of loan receivable include: 1. the Company paid fees $
NOTE 5 – Convertible Promissory Note
There
was no convertible promissory note made during the period. The outstanding balance of convertible promissory note was $
| F-8 |
NOTE 6 – Income Taxes
As
of June 30, 2024, the unused net operating loss carryover was $
The ending balance of Deferred Tax Asset and its Valuation Allowance are stated as following:
| June 30 | December 31, | |||||||
| 2024 | 2023 | |||||||
| Deferred Tax Asset | $ | $ | ||||||
| Valuation Allowance | ( | ) | ( | ) | ||||
| Deferred Tax Asset (Net) | $ | $ | ||||||
A reconciliation of the provision for income taxes to the Company’s effective income tax rate for is as follows:
| Six Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Pre-tax income(loss) | $ | $ | ||||||
| U.S. federal corporate income tax rate | % | % | ||||||
| Expected U.S. income tax expense(credit) | ||||||||
| Change of valuation allowance | ( | ) | ( | ) | ||||
| Effective tax expense | $ | $ | ||||||
NOTE 7 – Related Party Transactions
From
January to June 2024, the Company incurred $
NOTE 8 – Concentration of Risks
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 June 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
As of June 30, 2024, the Company only have transaction
with East West Development LLC, with revenue amount of $
As of June 30, 2024, the Accounts Receivable balance
is $
Concentration of Vendors
As of June 30, 2024, the outstanding balance of
Accounts Payable is $
NOTE 9 – SUBSEQUENT EVENTS
On July 31, 2024, SUIC Worldwide Holdings Ltd. (OTC), in partnership with I.Hart Group, took significant steps towards its strategic expansion in the United States by organizing the largest distribution, OEM, and franchising teams for the tri-state area of New York, New Jersey, and Connecticut. These teams are integral to the company's growth strategy on the East Coast, with plans to establish two food processing factories in the region to support production and distribution requirements for institutional clients, including supermarkets, hotels, and hospitals. Additionally, the teams have commenced due diligence for the transformation of existing restaurants and the establishment of new franchisees, with a plan to replicate this model in other states, including Georgia, Texas, and the West Coast.
In China, SUIC and I.Hart Group celebrated the grand openings of two new Monga© stores in Shandong and Fujian provinces on July 6, 2024. The companies aim to open 100 stores within the next year, reflecting their ongoing commitment to expanding the Monga© brand internationally. The successful entry into the mainland China market underscores the group's strong market strategy and brand execution capabilities.
NOTE 10 – 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.
| F-9 |
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 June 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.
Results of Operations
Three and Six Months ended June 30, 2024 and 2023.
Revenue
The Company recognized $30,000 and $30,000 of revenue during the three months ended June 30, 2024 and June 30, 2023, and $60,000 and $90,000 of revenue during six months ended June 30, 2024 and June 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 $7,991 and $12,693 for the three months ended June 30, 2024 and 2023 and $17,433 and $26,162 for the six months ended June 30, 2024 and 2023, respectively. The decrease was primarily due to the decrease in the cost of services.
On June 30, 2023, the Company write-off uncollectible dividends in full amount of $9,000 because iDrink Technology Co., Ltd. operating condition becomes inferior, the management deem iDrink unable to payout the dividends it declared before.
Interest expense
During the three months ended June 30, 2024 and 2023, the Company had interest expense of $4,695 and $4,899 and during the six months ended June 30, 2024 and 2023, the company had interest expenses of $9,322 and $10,163, from related party short-term debt and convertible promissory note .
Net income
As a result of the foregoing, the Company generated net income (loss) of $12,037 and $4,866 for the three months ended June 30, 2024 and 2023, and $21,798 and $47,242 for the six months ended June 30, 2024 and 2023, respectively.
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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 June 30, 2024, we had a working capital surplus of $95,950. Our current assets on June 30, 2024 were $245,521. They are consisting of cash of $18,466, accounts receivable of $197,055, short term investment- held-for-trading in iDrink Technology Co. Ltd. $30,000. Our current liabilities were primarily composed of credit card payable of $11,857, accounts payable of $1,230 accrued expenses and accrued expenses and other liabilities of $14,154, and short term debt $122,329.
As of June 30, 2023, we had a working capital deficit of $168,980. Our current assets on June 30, 2023 were $379,416. They are consisting of cash of $12,891, accounts receivable of $336,525, Short Term Investment- Held-for-Trading in iDrink Technology Co. Ltd. $30,000, Our current liabilities were primarily composed of credit card payable of $4,383, convertible promissory notes of $287,000, accrued expenses and accrued expenses and other liabilities of $84,278, and short term debt $172,734.
Cash Flow from Operating Activities
Net cash provided (used) in operating activities was ($3,729) during the six months ended June 30, 2024 which consisted of our net earnings of $21,798 with a change in accounts receivable of $10,256, increase in interest receivables $2,232 and a change in accrued interest expenses of $9,322 and accounts payables $28,7698.
Net cash provided (used) in operating activities was ($3,181) during the six months ended June 30, 2023 which consisted of our net earnings of $47,243 with a change in accounts receivable of $26,000, increase in interest receivables $2,232, other receivables- income from HFT $9,000, and a change in accrued expenses of ($85,837).
Cash Flow from Investing Activities
Net cash used in investing activities totaled $0 for the three months ended June 30, 2024.
Net cash used in investing activities totaled $0 for the three months ended June 30, 2023.
Cash Flow from Financing Activities
Net cash provided by financing activities totaled $14,595 of proceeds from related party loans for the six months ended June 30, 2024.
Net cash provided by financing activities totaled $0 of proceeds from related party loans for the sixmonths ended June 30, 2023.
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
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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.
A summary of significant accounting policies is included in Note 3 to the consolidated 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 Doubtful Accounts
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.
During Q2 of 2024, in order to manage credit risk from QQ Pay Pty Ltd., the Company set up three party agreement with QQ Pay Pty Ltd. and North American Chinese Financial Association. In this agreement, the Company offset the full outstanding balance due from the QQ Pay in amount of $8,769.
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 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 March 31, 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.
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 consolidated statements of comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated 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.
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Item 3. Quantitative and Qualitative Disclosures About 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 our 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 June 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 Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
To the best knowledge of the officers and directors, the Company was not a party to any legal proceeding or litigation as of June 30, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None.
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 June 30, 2022 are formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheet; (ii) the Consolidated Statement of Comprehensive Income; (iii) the Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated 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: August 20, 2024 | By: | /s/ Hank Wang |
Hank Wang Chief Executive Officer |
| Date: August 20, 2024 | By: | /s/ Yanru Zhou |
Yanru Zhou Chief Finance Officer |
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