SUIC Worldwide Holdings Ltd 10-Q for FY2024 Q1
SUIC Worldwide Holdings Ltd. (SUIC)
About this 10-Q
SUIC Worldwide Holdings Ltd filed this 10-Q on May 21, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).
Headline figures
Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $30K
- down 50.0% from $60K a year earlier
- Net income
- $9761
- down 77.0% from net income of $42.38K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
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
(Exact name of registrant as specified in its charter)
| State or other jurisdiction of | (I.R.S. Employer | ||
| incorporation or organization | Identification No.) | ||
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| (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 check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
As of May 14, 2024, shares of the Company’s common stock, $0.01 par value, were issued and outstanding
SUIC WORLDWIDE HOLDINGS LTD.
FORM 10-Q
March 31, 2024
INDEX
PART I-- FINANCIAL INFORMATION
| Item 1. | Financial Statements | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 15 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
| Item 4. | Control and Procedures | 18 |
PART II-- OTHER INFORMATION
| Item 1. | Legal Proceedings | 19 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
| Item 3. | Defaults Upon Senior Securities | 19 |
| Item 4. | Mine Safety Disclosures. | 19 |
| Item 5. | Other Information. | 19 |
| Item 6. | Exhibits | 19 |
| SIGNATURES | 20 | |
SUIC WORLDWIDE HOLDINGS LTD.
Index to the consolidated financial statements
| Table of Contents | Page(s) |
| Balance Sheets at March 31, 2024 (Unaudited) and December 31, 2023 | F-1 |
| Unaudited Statements of Comprehensive Income for the Three Months Ended March 31, 2024 and 2023 | F-2 |
| Unaudited Statement of Stockholders’ Equity for the Three Months Ended March 31, 2024 | F-3 |
| Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 | F-4 |
| Notes to the Consolidated Financial Statements (Unaudited) | F-5 - F-10 |
| 4 |
SUIC WORLDWIDE HOLDINGS LTD.
Condensed Balance Sheet
March 31, 2024
March 31, 2024 (Unaudited) | December 31, 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Short Term Investment - Held-For-Trading | ||||||||
| Total Current Assets | ||||||||
NONCURRENT ASSETS: | ||||||||
| Loans receivable | ||||||||
| Fixed asset- office equipment | ||||||||
| Other receivables - Income From HFT | ||||||||
| Other interest receivables - Sinoway International | ||||||||
| Other receivables -SUIC Beneway USA Inc. | ||||||||
| Other receivables | ||||||||
| Investment in Midas Touch Technology Co. Ltd | ||||||||
| 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 | ||||||||
| 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 unaudited condensed financial statements.
| F-1 |
SUIC WORLDWIDE HOLDINGS LTD.
Condensed Statements of Comprehensive Income
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Income (Loss) from operations | ||||||||
| Interest income | ||||||||
| Total other income | ||||||||
| Other expense: | ||||||||
| Interest expense - other | ( | ) | ||||||
| Interest expense - related party | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Income (Loss) from continuing operations before income tax provision | ||||||||
| Income tax provision | ||||||||
| Income (Loss) from continuing operations | ||||||||
| Net 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 unaudited condensed financial statements.
| F-2 |
SUIC WORLDWIDE HOLDINGS LTD.
Condensed Statements of Stockholders' Equity (Deficiency)
| Common Stock | Additional | Accumulated | Accumulated Other | |||||||||||||||||||||
Number of Shares | Amount | Paid-in Capital | Earnings (Deficit) | Income (Loss) | Total | |||||||||||||||||||
| Balance, December 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||
| Net income (loss) | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, December 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||
| Balance, after reverse stock split (10 to 1) | ||||||||||||||||||||||||
| Shares Issued | ||||||||||||||||||||||||
| Net income (loss) | — | |||||||||||||||||||||||
| Balance, December 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| Net income (loss) | — | |||||||||||||||||||||||
| Balance, March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-3 |
SUIC WORLDWIDE HOLDINGS LTD.
Condensed Statements of Cash Flows
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | $ | ||||||
| Net profit (loss) from discontinued operation | ||||||||
| Net profit (loss) from continuing operation | ||||||||
| Reconcile for noncash items: | ||||||||
| Depreciation | ||||||||
| Credit loss of dividend receivable | ||||||||
| Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Change in operating assets and liabilities | ||||||||
| Decrease (increase) in accounts receivable | ( | ) | ( | ) | ||||
| Decrease in credit card payable | ||||||||
| Increase in other receivables | ||||||||
| Other receivables -SUIC Beneway USA Inc. | ||||||||
| Other receivables -Income From HFT | ||||||||
| Increase in other interest receivables-Sinoway Internatinal | ( | ) | ( | ) | ||||
| 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 equity investments | ||||||||
| Capital expenditure | ||||||||
| Making loans to others | ||||||||
| Net cash used in investing activities | ||||||||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||||||
| Proceeds related party loan | ||||||||
| Proceeds from issuance of common stock | ||||||||
| 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 | $ | |||||||
| 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 unaudited condensed financial statements.
| F-4 |
SUIC WORLDWIDE HOLDINGS LTD.
Notes to the Financial Statements
March 31, 2024
(Unaudited)
NOTE 1 – Organization and Basis of presentation
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 December 31, 2022, 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. |
| F-5 |
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 we have disclosed on NASDAQ public press release, 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.
NOTE 3 – Summary of Significant Accounting Policies
Basis of Presentation
The condensed financial statements include the accounts of SUIC as single entity. These unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q for interim financial reporting pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (U.S. GAAP) for complete financial statements. Therefore, the interim condensed financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
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.
| F-6 |
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.
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 03/31/2024 is from the US with sole customer East West Development Ltd..
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.
| F-7 |
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 March 31, 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 March 31, 2024 and December 31, 2023.
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.
| F-8 |
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.
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 three months ended March 31, 2024 and 2023, the difference between numbers of basic and diluted shares of common stock is due to effect of convertible promissory note.
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 come from following sources: 1. the Company paid registration fee of $
NOTE 5 – Convertible Promissory Note
There was no convertible promissory note made
during the period. The outstanding balance is $
NOTE 6 – Income Taxes
As of March 31, 2024, the unused net operating loss
carryover was $
| March 31 | December 31, | |||||||
| 2024 | 2023 | |||||||
| Deferred Tax Asset | $ | $ | ||||||
| Valuation Allowance | ( | ) | ( | ) | ||||
| Deferred Tax Asset (Net) | $ | $ | ||||||
| F-9 |
A reconciliation of the provision for income taxes to the Company’s effective income tax rate for is as follows:
| Three Months Ended March 31, | ||||||||
| 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- 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 March 31, 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
Due to the Company change its business model and focus on the high gross profit service since 2023, as of March 31, 2024 the Company only have transaction with East West Development LLC, with revenue amount of $30,000.
As of March 31, 2024, the Accounts Receivable balance is $210,299. For which, two client takes more than 10% of this balance - East West Development LLC with balance of $201,530, (95.83%) and QQ Pay Pty Ltd with balance of $8,769 (4.17%).
Concentration of Vendors
As of March 31, 2024, there is a vendors named B & S International Holdings Ltd. accounted for greater than 10% of the Company’s operating expense the Company incurred outsourcing service cost in amount of $6,878 for consulting on operating aspect of East West Development LLC.
NOTE 8 – Related Party Transactions
From January to March 31 2024, the Company incurred $4,628 in loan interest expense due to SC Kan, who can significantly influence the management or operating policies of the Company. The principal loan balance due to S.C. Kan, as of March 31, 2024, was $406,961, consisting of short-term debt $127,961 and convertible promissory note $279,000. As of March 31, 2024, balance of interest from the loans was $9,459.
NOTE 9 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the filing of this Form 10-Q with the SEC, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the transaction described below.
NOTE 10 - CONTINGENCY AND COMMITMENT
None
| F-10 |
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 March 31, 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 Months ended March 31, 2024 and 2023.
Revenue
The Company recognized $30,000 and $60,000 of revenue during the three months ended March 31, 2024 and 2023 respectively. Our revenues were generated from the I.T. management consulting services.
Cost of revenue:
Cost of revenue were $6,878 and $9,397 for the three months ended March 31, 2024 and 2023, respectively. The cost of revenue comes from outsourcing of services. The significant decrease in Cost of Revenue is corresponding with the decrease in revenues. This is because the Company ceased certain projects cooperation with Eastwest development in 2024 because EWD stop develop and explore new service and product.
Interest expense
During the three months ended March 31, 2024 and 2023, the Company had interest expense of $4,628 and $5,264 from incurred on convertible promissory notes and short-term loans respectively.
Net income
As a result of the foregoing, the Company generated net income of $9,761 and $42,376 for the three months ended March 31, 2024 and 2023, respectively.
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Liquidity and Capital Resources
We have funded our operations to date primarily through operations and non-related party loans. Due to our net loss and 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 March 31, 2024, we had a working capital surplus of $ $85,023. Our current assets on March 31, 2024 were $252,008 primarily consisting of cash of $11,709, accounts receivable of $210,299 and Short Term Investment - Held-For-Trading $30,000. Our current liabilities were primarily composed of convertible promissory notes of $279,000, accrued expenses and other current liabilities of $9,459, and short term debt of $127,961.
As of March 31, 2023, we had a working capital deficit of $181,737. Our current assets on March 31, 2023 were $457,316 primarily consisting of cash of $14,791, accounts receivable of $412,525 and Short Term Investment - Held-For-Trading $30,000. Our current liabilities were primarily composed of convertible promissory notes of $287,000, accrued expenses and other current liabilities of $175,379, and short term debt of $172,734.
Cash Flow from Operating Activities
Net cash provided (used) in operating activities was ($16,118) during the three months ended March 31, 2024 which consisted of our net earnings of $9,761 with a change in accounts receivable of $23,500, increase in interest receivables $1,110, and a change in accrued expenses of $4,627.
Net cash provided (used) in operating activities was $1,281 during the three months ended March 31, 2023 which consisted of our net earnings of $42,376 with a change in accounts receivable of $50,000, increase in interest receivables $1,110, and a change in accrued expenses of $5,264.
Cash Flow from Investing Activities
Net cash used in investing activities totaled $0 for the three months ended March 31, 2024.
Net cash used in investing activities totaled $0 for the three months ended March 31, 2023.
Cash Flow from Financing Activities
Net cash provided by financing activities totaled $20,227 of proceeds from related party loans for the three months ended March 31, 2024.
Net cash provided by financing activities totaled $0 of proceeds from related party loans for the three months ended March 31, 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 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 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.
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.
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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.
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, Ms. Han-Wei 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 March 31, 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.
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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 March 31, 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 Sino United Worldwide Consolidated Ltd.’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 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. |
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.
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SIGNATURES
| Date: May 15, 2024 | By: | /s/ Han-Wei Wang |
|
Han-Wei Wang Chief Executive Officer |
| Date: May 15, 2024 | By: | /s/ Yanru Zhou |
|
Yanru Zhou Chief Finance Officer |
20
Exhibit 31.1
Certification Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
I, Han-Wei Wang, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SUIC WORLDWIDE HOLDINGS LTD. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying 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
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of 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.
| Date: May 15, 2024 | By: | /s/ Han-Wei Wang |
|
Han-Wei Wang Chief Executive Officer |
Exhibit 31.2
Certification Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
I, Yanru Zhou, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SUIC WORLDWIDE HOLDINGS LTD. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying 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
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of 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.
| Date: May 15, 2024 | By: | /s/ Yanru Zhou |
|
Yanru Zhou Chief Finance 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 March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Han-Wei 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.
| Date: May15, 2024 | By: | /s/ Han-Wei Wang |
|
Han-Wei Wang Chief 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 March 31, 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.
| Date: May 15, 2024 | By: | /s/ Yanru Zhou |
|
Yanru Zhou Chief Finance 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.